UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————
FORM 10-Q
———————————
(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 201828, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to 


1-14706333-07708
(Commission file number)
———————————
FRESH DEL MONTE PRODUCE INC.INC.
(Exact Name of Registrant as Specified in Its Charter)
���———————————
The Cayman IslandsN/A
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S Employer
Identification No.)
  
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town,Grand Cayman,KY1-9005
Cayman IslandsN/A
(Address of Registrant’s Principal Executive Office)(Zip Code)


(305) (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 Office)


———————————



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Ordinary Shares, $0.01 Par Value Per ShareFDPNew York Stock Exchange


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  ý☒    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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  ý☒    No  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated filerx
☒
Accelerated filer¨☐
Non-accelerated filer¨
(Do not check if a smaller reporting company)
Smaller reporting company  ¨
☐		  
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨☐    No  ý☒


As of July 20, 201819, 2019, there were 48,779,30748,355,899 ordinary shares of Fresh Del Monte Produce Inc. issued and outstanding.


     











Forward-Looking Statements
 
This report, information included in future filings by us and information contained in written material, press releases and oral statements, issued by or on behalf of us contains, or may contain, statements that constitute forward-looking statements. In this report, these statements appear in a number of places and include statements regarding the intent, beliefs or current expectations of us or our officers (including statements preceded by, followed by or that include the words “believes”, “expects”, “anticipates” or similar expressions) with respect to various matters, including our plans and future performance.  These forward-looking statements involve risks and uncertainties.  Fresh Del Monte’s actual plans and performance may differ materially from those in the forward-looking statements as a result of various factors, including (i) the uncertain global economic environment and the timing and strength of a recovery in the markets we serve, and the extent to which adverse economic conditions continue to affect our sales volume and results, including our ability to command premium prices for certain of our principal products, or increase competitive pressures within the industry, (ii) the impact of governmental initiatives in the United States and abroad to spur economic activity, including the effects of significant government monetary or other market interventions on inflation, price controls and foreign exchange rates, (iii) the impact of governmental trade restrictions, including adverse governmental regulation that may impact our ability to access certain markets such as uncertainty surrounding the recent vote in the United Kingdom to leave the European Union (often referred as Brexit), including spillover effects to other Eurozone countries, (iv) our anticipated cash needs in light of our liquidity, (v) the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations, (vi) trends and other factors affecting our financial condition or results of operations from period to period, including changes in product mix or consumer demand for branded products such as ours, particularly as consumers remain price-conscious in the current economic environment; anticipated price and expense levels; the impact of crop disease, severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to grow, procure or export our products; the impact of prices for petroleum-based products and packaging materials; and the availability of sufficient labor during peak growing and harvesting seasons, (vii) the impact of pricing and other actions by our competitors, particularly during periods of low consumer confidence and spending levels, (viii) the impact of foreign currency fluctuations, (ix) our plans for expansion of our business (including through acquisitions) and cost savings, (x) our ability to successfully integrate acquisitions into our operations, (xi) the impact of impairment or other charges associated with exit activities, crop or facility damage or otherwise, (xii) the timing and cost of resolution of pending and future legal and environmental proceedings or investigations, (xiii) the impact of changes in tax accounting or tax laws (or interpretations thereof), and the impact of settlements of adjustments proposed by the Internal Revenue Service or other taxing authorities in connection with our tax audits, and (xiv) 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. All forward-looking statements in this report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our plans and performance may also be affected by the factors described in Item 1A-“Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 201728, 2018 along with other reports that we have on file with the Securities and Exchange Commission.





TABLE OF CONTENTS
  Page
PART I: FINANCIAL INFORMATION 
   
Item 1. Financial Statements 
   
 
Consolidated Balance Sheets (unaudited) as of June 29, 201828, 2019 and December 29, 2017.28, 2018.
1
   
 
Consolidated Statements of IncomeOperations (unaudited) for the quarters and six months ended June 29, 201828, 2019 and June 30, 2017.29, 2018.
2
   
 
Consolidated Statements of Comprehensive Income (unaudited) for the quarters and six months ended June 29, 201828, 2019 and June 30, 2017.29, 2018.
3
   
 
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 29, 201828, 2019 and June 30, 2017.29, 2018.
4
   
 
Notes to Consolidated Financial Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest (unaudited) for the quarters and six months ended June 28, 2019 and June 29, 2018.
5
   
Notes to Consolidated Financial Statements (unaudited)
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
3235
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
4144
   
Item 4. Controls and Procedures
4245
   
PART II. OTHER INFORMATION 
   
Item 1. Legal Proceedings
4346
   
Item 1A. Risk Factors
4346
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
4346
   
Item 4. Mine Safety Disclosures
4447
   
Item 6. Exhibits
4447
   
Signatures
4548



PART I: FINANCIAL INFORMATION


Item 1.        Financial Statements


FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS (Unaudited)
(U.S. dollars in millions, except share and per share data)
 June 28,
2019		 December 28,
2018
Assets   
Current assets:   
Cash and cash equivalents$16.2
 $21.3
Trade accounts receivable, net of allowance of
$14.2 and $14.6, respectively
417.4
 378.3
Other accounts receivable, net of allowance of
$6.8 and $7.2, respectively
78.8
 95.2
Inventories, net530.7
 565.3
Assets held for sale26.4
 45.4
Prepaid expenses and other current assets25.2
 33.3
Total current assets1,094.7
 1,138.8
    
Investments in and advances to unconsolidated companies2.5
 6.1
Property, plant and equipment, net1,416.1
 1,392.2
Operating lease right-of-use assets182.1
 —
Goodwill423.7
 423.4
Intangible assets, net162.8
 166.9
Deferred income taxes93.6
 68.1
Other noncurrent assets43.1
 59.7
Total assets$3,418.6
 $3,255.2
Liabilities and shareholders' equity 
  
Current liabilities: 
  
Accounts payable and accrued expenses$497.4
 $576.6
Current maturities of debt and finance leases640.0
 0.5
Current maturities of operating leases49.9
 —
Income taxes and other taxes payable13.1
 8.9
Total current liabilities1,200.4
 586.0
    
Long-term debt and finance leases0.4
 661.9
Retirement benefits93.0
 91.3
Deferred income taxes126.6
 93.0
Operating leases, less current maturities104.6
 —
Other noncurrent liabilities71.2
 53.4
Total liabilities1,596.2
 1,485.6
Commitments and contingencies (See note 11)


 


Redeemable noncontrolling interest53.8
 51.8
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;
48,301,093 and 48,442,296 issued and outstanding, respectively

0.5
 0.5
Paid-in capital530.7
 527.1
Retained earnings1,270.8
 1,206.0
Accumulated other comprehensive loss(58.6) (41.6)
Total Fresh Del Monte Produce Inc. shareholders' equity1,743.4
 1,692.0
Noncontrolling interests25.2
 25.8
Total shareholders' equity1,768.6
 1,717.8
Total liabilities, redeemable noncontrolling interest and shareholders' equity$3,418.6
 $3,255.2
    
 June 29,
2018		 December 29,
2017
Assets   
Current assets:   
Cash and cash equivalents$39.8
 $25.1
Trade accounts receivable, net of allowance of
$17.6 and $12.8, respectively
421.1
 358.8
Other accounts receivable, net of allowance of
$10.1 and $8.8, respectively
72.2
 73.6
Inventories, net513.1
 541.8
Prepaid expenses and other current assets37.3
 20.5
Total current assets1,083.5
 1,019.8
    
Investments in and advances to unconsolidated companies6.1
 2.0
Property, plant and equipment, net1,414.7
 1,328.3
Goodwill590.4
 261.9
Deferred income taxes56.8
 59.1
Other noncurrent assets109.0
 95.8
Total assets$3,260.5
 $2,766.9
Liabilities and shareholders' equity 
  
Current liabilities: 
  
Accounts payable and accrued expenses$479.3
 $382.4
Current portion of long-term debt and capital lease obligations0.5
 0.6
Income taxes and other taxes payable12.7
 10.8
Total current liabilities492.5
 393.8
    
Long-term debt and capital lease obligations689.1
 357.0
Retirement benefits96.6
 96.2
Other noncurrent liabilities46.0
 42.4
Deferred income taxes85.7
 86.3
Total liabilities1,409.9
 975.7
Commitments and contingencies (See note 13)

 

Redeemable noncontrolling interests40.8
 —
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; 48,779,307 and 48,759,481 issued and
outstanding, respectively
0.5
 0.5
Paid-in capital528.1
 522.5
Retained earnings1,286.8
 1,275.0
Accumulated other comprehensive loss(32.0) (30.6)
Total Fresh Del Monte Produce Inc. shareholders' equity1,783.4
 1,767.4
Noncontrolling interests26.4
 23.8
Total shareholders' equity1,809.8
 1,791.2
Total liabilities, redeemable noncontrolling interests and shareholders' equity$3,260.5
 $2,766.9

See accompanying notes.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS (Unaudited)
(U.S. dollars in millions, except share and per share data)


Quarter ended Six months endedQuarter ended Six months ended
June 29,
2018		 June 30,
2017		 June 29,
2018		 June 30,
2017		June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018
Net sales$1,272.4
 $1,147.1
 $2,378.5
 $2,179.5
$1,239.4
 $1,272.4
 $2,393.6
 $2,378.5
Cost of products sold1,194.1
 1,023.9
 2,193.7
 1,957.2
1,143.1
 1,194.1
 2,204.0
 2,193.7
Gross profit78.3
 123.2
 184.8
 222.3
96.3
 78.3
 189.6
 184.8
Selling, general and administrative expenses49.9
 41.9
 98.5
 89.8
44.0
 49.9
 96.5
 98.5
Gain on disposal of property, plant and
equipment, net
(5.7) (0.1) (5.9) (0.9)5.7
 5.7
 9.2
 5.9
Asset impairment and other charges, net20.3
 1.9
 21.9
 —
0.8
 20.3
 3.8
 21.9
Operating income13.8
 79.5
 70.3
 133.4
57.2
 13.8
 98.5
 70.3
Interest expense6.1
 1.6
 9.8
 3.0
6.9
 6.1
 13.8
 9.8
Interest income(0.4) (0.2) (0.5) (0.3)0.1
 0.4
 0.2
 0.5
Other expense, net7.3
 0.5
 10.7
 0.6
Other (expense) income, net(2.9) (7.3) 8.4
 (10.7)
Income before income taxes0.8
 77.6
 50.3
 130.1
47.5
 0.8
 93.3
 50.3
Provision for income taxes6.4
 7.8
 12.7
 14.7
8.5
 6.4
 17.1
 12.7
Net (loss) income$(5.6) $69.8
 $37.6
 $115.4
Less: Net income (loss) attributable to redeemable and noncontrolling interests2.3
 0.6
 4.0
 (0.2)
Net (loss) income attributable to Fresh Del Monte Produce Inc.$(7.9) $69.2
 $33.6
 $115.6
Net (loss) income per ordinary share attributable to Fresh Del Monte Produce Inc. - Basic$(0.16) $1.37
 $0.69
 $2.27
Net (loss) income per ordinary share attributable to Fresh Del Monte Produce Inc. - Diluted$(0.16) $1.36
 $0.69
 $2.25
Net income (loss)$39.0
 $(5.6) $76.2
 $37.6
Less: Net income attributable to redeemable and noncontrolling interests0.9
 2.3
 2.0
 4.0
Net income (loss) attributable to Fresh Del Monte Produce Inc.$38.1
 $(7.9) $74.2
 $33.6
Net income (loss) per ordinary share attributable to Fresh Del Monte Produce Inc. - Basic$0.79
 $(0.16) $1.53
 $0.69
Net income (loss) per ordinary share attributable to Fresh Del Monte Produce Inc. - Diluted$0.78
 $(0.16) $1.53
 $0.69
Dividends declared per ordinary share$0.15
 $0.15
 $0.30
 $0.30
$—
 $0.15
 $—
 $0.30
Weighted average number of ordinary shares: 
  
     
  
    
Basic48,753,227
 50,572,056
 48,767,411
 50,895,738
48,533,444
 48,753,227
 48,540,571
 48,767,411
Diluted48,753,227
 50,932,365
 49,012,397
 51,300,697
48,582,135
 48,753,227
 48,624,956
 49,012,397


See accompanying notes.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(U.S. dollars in millions)


 Quarter ended Six months ended
 June 29,
2018		 June 30,
2017		 June 29,
2018		 June 30,
2017
Net (loss) income$(5.6) $69.8
 $37.6
 $115.4
Other comprehensive income (loss):       
Net unrealized gain (loss) on derivatives4.7
 (3.8) 2.9
 (6.4)
Net unrealized foreign currency translation (loss) gain(9.1) 7.1
 (4.8) 11.1
Net change in retirement benefit adjustment, net of tax0.4
 0.2
 0.5
 0.3
Comprehensive (loss) income$(9.6) $73.3
 $36.2
 $120.4
Less: Comprehensive income (loss) attributable to redeemable and noncontrolling interests2.3
 0.6
 4.0
 (0.2)
Comprehensive (loss) income attributable to Fresh Del
Monte Produce Inc.
$(11.9) $72.7
 $32.2
 $120.6
 Quarter ended Six months ended
 June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018
Net income (loss)$39.0
 $(5.6) $76.2
 $37.6
Other comprehensive income:       
Net unrealized (loss) gain on derivatives, net of tax(12.7) 4.7
 (16.8) 2.9
Net unrealized foreign currency translation gain (loss)0.5
 (9.1) (0.3) (4.8)
Net change in retirement benefit adjustment, net of tax0.2
 0.4
 0.1
 0.5
Comprehensive income (loss)$27.0
 $(9.6) $59.2
 $36.2
Less: Comprehensive income attributable to redeemable and noncontrolling interests0.9
 2.3
 2.0
 4.0
Comprehensive income (loss) attributable to Fresh Del
Monte Produce Inc.
$26.1
 $(11.9) $57.2
 $32.2


See accompanying notes.



FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(U.S. dollars in millions)

Six months endedSix months ended
June 29,
2018		 June 30,
2017		June 28,
2019		 June 29,
2018
Operating activities:      
Net income$37.6
 $115.4
$76.2
 $37.6
Adjustments to reconcile net income to net cash 
  
provided by operating activities: 
  
Adjustments to reconcile net income to net cash provided by operating activities: 
  
Depreciation and amortization44.3
 40.0
48.5
 44.3
Amortization of debt issuance costs0.3
 0.2
0.5
 0.3
Share-based compensation expense7.0
 6.5
6.1
 7.0
Asset impairment, net18.3
 2.2
3.3
 18.3
Change in uncertain tax positions0.1
 0.2
—
 0.1
Gain on disposal of property, plant and equipment(5.9) (0.9)(9.2) (5.9)
Deferred income taxes1.6
 0.2
7.6
 1.6
Foreign currency translation adjustment(1.8) 6.2
(1.2) (1.8)
Changes in operating assets and liabilities; net of the effect of acquisitions 
  
Changes in operating assets and liabilities 
  
Receivables(22.3) (28.2)(20.6) (22.3)
Inventories51.6
 34.4
30.0
 51.6
Prepaid expenses and other current assets(11.4) (4.2)1.6
 (11.4)
Accounts payable and accrued expenses53.1
 12.5
(73.7) 53.1
Other noncurrent assets and liabilities(10.2) (10.6)(4.1) (10.2)
Net cash provided by operating activities162.3
 173.9
65.0
 162.3
Investing activities: 
  
 
  
Capital expenditures(81.8) (71.9)(70.2) (81.8)
Investments in unconsolidated companies(4.2) —
—
 (4.2)
Proceeds from sales of property, plant and equipment8.2
 2.9
28.0
 8.2
Purchase of businesses, net of cash acquired(373.3) —
Purchase of business, net of cash acquired—
 (373.3)
Proceeds from sale of an investment0.7
 —
Net cash used in investing activities(451.1) (69.0)(41.5) (451.1)
Financing activities: 
  
 
  
Proceeds from long-term debt636.4
 330.9
Payments on long-term debt(307.0) (337.3)
Proceeds from debt587.3
 636.4
Payments on debt(612.0) (307.0)
Distributions to noncontrolling interests, net(1.8) (3.6)(1.8) (1.8)
Proceeds from stock options exercised0.8
 0.1
0.3
 0.8
Share-based awards settled in cash for taxes(0.4) (3.8)(0.9) (0.4)
Dividends paid(14.6) (15.2)—
 (14.6)
Repurchase and retirement of ordinary shares(9.8) (71.6)(9.2) (9.8)
Net cash provided by (used in) financing activities303.6
 (100.5)
Net cash (used in) provided by financing activities(36.3) 303.6
Effect of exchange rate changes on cash(0.1) (0.1)7.7
 (0.1)
Net increase in cash and cash equivalents14.7
 4.3
Net (decrease) increase in cash and cash equivalents(5.1) 14.7
Cash and cash equivalents, beginning25.1
 20.1
21.3
 25.1
Cash and cash equivalents, ending$39.8
 $24.4
$16.2
 $39.8
Supplemental cash flow information: 
  
 
  
Cash paid for interest$8.7
 $2.6
$7.4
 $8.7
Cash paid for income taxes$14.7
 $5.9
$5.9
 $14.7
Non-cash financing and investing activities: 
  
 
  
Right-of-use assets obtained in exchange for new operating lease obligations
$26.1
 $—
Retirement of ordinary shares$9.8
 $71.6
$9.2
 $9.8
Dividends on restricted stock units$0.2
 $0.3
$—
 $0.2
Purchase of a business$1.2
 $—
$—
 $1.2
Sale of an investment$0.6
 $—
See accompanying notes.

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
4CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
(Unaudited) (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 as of December 28, 201848,442,296
 $0.5
 $527.1
 $1,206.0
 $(41.6) $1,692.0
 $25.8
 $1,717.8
 $51.8
Exercises of stock options13,250
 —
 0.2
 —
 —
 0.2
 —
 0.2
 —
Issuance of restricted stock awards30,891
 —
 —
 —
 —
 —
 —
 —
 —
Issuance of restricted stock units165,318
 —
 —
 —
 —
 —
 —
 —
 —
Share-based payment expense—
 —
 4.2
 —
 —
 4.2
 —
 4.2
 —
Cumulative effect adjustment of ASC 842 related to leases—
 —
 —
 (3.0) —
 (3.0) —
 (3.0) —
Capital contribution from, distribution to noncontrolling interests—
 —
 —
 —
 —
 —
 (0.3) (0.3) (0.2)
Dividend declared—
 —
 —
 —
 —
 —
 —
 —
 —
Comprehensive income:                 
Net (loss) income—
 —
 —
 36.1
 —
 36.1
 (0.1) 36.0
 1.2
Unrealized loss on derivatives, net of tax—
 —
 —
 —
 (4.1) (4.1) —
 (4.1) —
Net unrealized foreign currency translation loss—
 —
 —
 —
 (0.8) (0.8) —
 (0.8) —
Change in retirement benefit adjustment, net of tax—
 —
 —
 —
 (0.1) (0.1) —
 (0.1) —
Comprehensive income (loss) 
  
  
  
   31.1
 (0.1) 31.0
 1.2
Balance as of March 29, 201948,651,755
 $0.5
 $531.5
 $1,239.1
 $(46.6) $1,724.5
 $25.4
 $1,749.9
 $52.8
Exercises of stock options5,000
 —
 0.1
 —
 —
 0.1
 —
 0.1
 —
Issuance of restricted stock awards2,830
 —
 —
 —
 —
 —
 —
 —
 —
Issuance of restricted stock units7,077
 —
 

 —
 —
 —
 —
 —
 —
Share-based payment expense—
 —
 1.9
 —
 —
 1.9
 —
 1.9
 —
Capital contribution from, distribution to noncontrolling interests—
 —
 —
 —
 —
 —
 (0.1) (0.1) 0.1
Repurchase and retirement of ordinary shares(365,569) —
 (2.8) (6.4) —
 (9.2) —
 (9.2) —
Dividend declared—
 —
 —
 —
 —
 —
 —
 —
 —
Comprehensive income:                 
Net (loss) income—
 —
 —
 38.1
 —
 38.1
 (0.1) 38.0
 0.9
Unrealized loss on derivatives,net of tax—
 —
 —
 —
 (12.7) (12.7) —
 (12.7) —
Net unrealized foreign currency translation loss—
 —
 —
 —
 0.5
 0.5
 —
 0.5
 —
Change in retirement benefit adjustment, net of tax—
 —
 —
 —
 0.2
 0.2
 —
 0.2
 —
Comprehensive income (loss) 
  
  
  
   26.1
 (0.1) 26.0
 0.9
Balance as of June 28, 201948,301,093
 $0.5
 $530.7
 $1,270.8
 $(58.6) $1,743.4
 $25.2
 $1,768.6
 $53.8






FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
(Unaudited) (U.S. dollars in millions, except share data)
 Ordinary Shares Outstanding Ordinary Shares Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Fresh Del Monte Produce Inc. Shareholders' Equity Noncontrolling Interests 
Total Shareholders'
Equity
 Redeemable Noncontrolling Interest
Balance as of December 29, 201748,759,481
 $0.5
 $522.5
 $1,275.0
 $(30.6) $1,767.4
 $23.8
 $1,791.2
 $—
Exercises of stock options17,500
 —
 0.7
 —
 —
 0.7
 —
 0.7
 —
Issuance of restricted stock awards21,304
 —
 —
 —
 —
 —
 —
 —
 —
Issuance of restricted stock units159,632
 —
 —
 —
 —
 —
 —
 —
 —
Share-based payment expense—
 —
 4.7
 —
 —
 4.7
 —
 4.7
 —
Cumulative effect adjustment of ASC 606 related to revenue recognition transition—
 —
 —
 (0.1) —
 (0.1) —
 (0.1) —
Capital contribution from, distribution to noncontrolling interests—
 —
 0.5
 —
 —
 0.5
 (0.5) —
 —
Fair value of redeemable noncontrolling interest resulting from business combination—
 —
 —
 —
 —
 —
 —
 —
 39.1
Repurchase and retirement of ordinary shares(182,013) —
 (2.7) (5.7) —
 (8.4) —
 (8.4) —
Dividend declared—
 —
 —
 (7.3) —
 (7.3) —
 (7.3) —
Comprehensive income:                 
Net (loss) income—
 —
 —
 41.5
 —
 41.5
 1.3
 42.8
 0.4
Unrealized loss on derivatives, net of tax—
 —
 —
 —
 (1.8) (1.8) —
 (1.8) —
Net unrealized foreign currency translation loss—
 —
 —
 —
 4.3
 4.3
 —
 4.3
 —
Change in retirement benefit adjustment, net of tax—
 —
 —
 —
 0.1
 0.1
 —
 0.1
 —
Comprehensive income (loss) 
  
  
  
   44.1
 1.3
 45.4
 0.4
Balance as of March 30, 201848,775,904
 $0.5
 $525.7
 $1,303.4
 $(28.0) $1,801.6
 $24.6
 $1,826.2
 $39.5
Exercises of stock options19,000
 —
 0.3
 —
 —
 0.3
 —
 0.3
 —
Issuance of restricted stock units20,622
 —
 —
 —
 —
 —
 —
 —
 —
Share-based payment expense—
 —
 2.4
 —
 —
 2.4
 —
 2.4
 —
Capital contribution from, distribution to noncontrolling interests—
 —
 —
 —
 —
 —
 0.8
 0.8
 —
Repurchase and retirement of ordinary shares(36,219) —
 (0.5) (1.2) —
 (1.7) —
 (1.7) —
Dividend declared—
 —
 0.2
 (7.5) —
 (7.3) —
 (7.3) —
Comprehensive income:                 
Net (loss) income—
 —
 —
 (7.9) —
 (7.9) 1.0
 (6.9) 1.3
Unrealized loss on derivatives, net of tax—
 —
 —
 —
 4.7
 4.7
 —
 4.7
 —
Net unrealized foreign currency translation loss—
 —
 —
 —
 (9.1) (9.1) —
 (9.1) —
Change in retirement benefit adjustment, net of tax—
 —
 —
 —
 0.4
 0.4
 —
 0.4
 —
Comprehensive (loss) income 
  
  
  
   (11.9) 1.0
 (10.9) 1.3
Balance at June 29, 201848,779,307
 $0.5
 $528.1
 $1,286.8
 $(32.0) $1,783.4
 $26.4
 $1,809.8
 $40.8
See accompanying notes.


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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)




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.
 
We were incorporated under the laws of the Cayman Islands in 1996 and are engaged primarily in the worldwide production,
transportation and marketing of fresh produce.produce and prepared food products. We source our products, which include bananas, pineapples, melons and nontropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), avocados, and tomatoes,vegetables, primarily from Central America, South America, North America, Africa and the Philippines. We also source products from North America, Europe and the Middle East and distribute our products in North America, Europe, Middle East, Asia, South America and Africa. Products are sourced from our company-owned farms, through joint venture arrangements and through supply contracts with independent growers. 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. We are also a producer, marketer and distributor of prepared fruit and vegetables, juices and snacks and we hold a perpetual, royalty-free license to use the DEL MONTE® brand for prepared foods throughout Europe, Africa, the Middle East and certain Central Asian countries. 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 in certain geographic regions. We can also produce, market and distribute certain prepared food products in North America utilizing the DEL MONTE® brand. We have entered into an agreement with Del Monte Foods, Inc. to jointly; (a) produce, market and sell prepared, chilled and refrigerated (i) juices, (ii) cut-fruit and (iii) avocado and avocado/guacamole products produced using high pressure technology; and (b) develop DEL MONTE® branded restaurants, cafes and other retail outlets.


The accompanying unaudited Consolidated Financial Statements for the quartersix months ended June 29, 201828, 2019 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for fair presentation have been included. Operating results for the quartersix months ended June 29, 201828, 2019 are subject to significant seasonal variations and are not necessarily indicative of the results that may be expected for the year ending December 28, 2018.27, 2019. Certain reclassification of prior period balances have been made to conform to current presentation. For further information, refer to the Consolidated Financial Statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 29, 2017.28, 2018.
 
We are required to evaluate events occurring after June 29, 201828, 2019 for recognition and disclosure in the unaudited Consolidated Financial Statements for the quartersix months ended June 29, 2018.28, 2019. Events are evaluated based on whether they represent information existing as of June 29, 2018,28, 2019, which require recognition in the unaudited Consolidated Financial Statements, or new events occurring after June 29, 2018,28, 2019, which do not require recognition but require disclosure if the event is significant to the unaudited Consolidated Financial Statements. We evaluated events occurring subsequent to June 29, 201828, 2019 through the date of issuance of these unaudited Consolidated Financial Statements.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


2. Recently Issued Accounting Pronouncements


New Accounting Pronouncements Adopted


In May 2017,October 2018, the Financial Accounting Standards Board (the "FASB"("FASB") issued Accounting Standards Update ("ASU") 2017-09, Stock Compensation2018-16, Derivatives and Hedging (Topic 718), Scope815): Inclusion of Modificationthe Secured OvernightFinancing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU clarifies when changes toexpands the terms or conditionslist of a share-based payment award must be accountedU.S. benchmark interest rates permitted in the application of hedge accounting. The provisions of ASU 2018-16 are effective for as modifications. The guidance clarifies that modification accounting will be applied if the value, vesting conditions or classification of the award changes. We adopted thisfiscal years beginning after December 15, 2018, with early adoption permitted. This ASU on December 30, 2017,is effective for us beginning the first day of our 20182019 fiscal year andyear. We will not substitute the benchmark rates in use for the SOFR or OIS rates. Thus, the adoption of this ASU diddoes not have any effect onan impact to our financial condition, results of operations and cash flows. We expect this ASU to impact modifications meeting the clarified criteria prospectively beginning in 2018.


In March 2017,July 2018, the FASB issued ASU 2017-07, Improving2018-09, Codification Improvements. The FASB issued this ASU to facilitate amendments
to a variety of topics to clarify, correct errors in, or make minor improvements to the Presentationaccounting standards codification. The effective date of Net Periodic Pension Costthe standard is dependent on the facts and Net Periodic Postretirement Benefit Cost. This ASU requires that the service cost componentcircumstances of net periodic benefit costs from defined benefiteach amendment. Some amendments do not require transition guidance and other postretirement benefit plans be included in the same Consolidated Statements of Income captions as other compensation costs arising from services rendered by the covered employees during the period.  The other components of net benefit cost will be presentedeffective upon the issuance of this standard. A majority of the amendments in the Consolidated Statements of Income separately from service costs.  Following adoption, only service costsASU 2018-09 will
be eligible for capitalization into manufactured inventories, which will reduce diversityeffective in practice.annual periods beginning after December 29, 2018. We adopted this guidance effective December 30, 2017,standard the first day of our 20182019 fiscal year. We utilized the practical expedient provided in this ASU and did not reclassify the net periodic pension costs for the quarter and six months ended June 30, 2017. Refer to Note 15, "Retirement and Other Employee Benefits" forevaluated the impact of the amendment to the advertising expense recognition for collaborative agreements and concluded the amendment follows our current accounting practice. Furthermore, we assessed the potential impact of the amendment to Subtopic 805-740 for tax allocations relating to the Mann Packing acquisition; given separate financial statements are not being issued for Mann Packing the amendment did not apply. The adoption onof this ASU did not have an impact to our financial condition, results of operations and cash flows.


In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This standard was issued to clarify the scope of Accounting Standards Codification "ASC" 610, Other Income and to add guidance for partial sales of nonfinancial assets. ASC 610 also provides guidance for recognizing gains and losses from the transfer of nonfinancial assets (including real estate) in contracts with non-customers. This ASU was effective for us on December 30, 2017, the first day of our fiscal 2018 year and the adoption of this guidance did not have any effect on our financial condition, results of operations and cash flows.

In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, which adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The adoption of this ASU will impact the analysis on the acquisition (or disposal) of a group of assets. We adopted this guidance on December 30, 2017, the first day of our fiscal 2018 year. Refer to Note 5, "Acquisitions" for further discussion on acquisitions occurring during the quarter and six months ended June 29, 2018.

In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which will require companies to recognize the income tax effects of intra-entity sales and transfers of assets other than inventory, particularly those asset transfers involving intellectual property, in the period in which the transfer occurs. We adopted this ASU effective December 30, 2017, the first day of our 2018 fiscal year. This guidance requires modified retrospective adoption. The impact of adoption of this ASU on our financial condition, results of operations and cash flows is not material.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues in an effort to reduce diversity in practice. We adopted this guidance on December 30, 2017, the first day of our 2018 fiscal year and determined there were no changes to disclosures or significant impact of the adoption on the Consolidated Statement of Cash Flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, with further clarifications made in February 2018 with the issuance of ASU 2018-03. The amended guidance requires certain equity investments that are not consolidated and not accounted for under the equity method to be measured at fair value with changes in fair value recognized in net income rather than as a component of accumulated other comprehensive income (loss). It further states that an entity may choose to measure equity investments that do not have a readily determinable fair values using a quantitative approach, or measurement alternative, which is equal to its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The ASU was adopted on December 30, 2017, the first day of our 2018 fiscal year and we determined that there was no financial impact on adoption. Refer to Note 5 "Acquisitions" for disclosure of transactions utilizing the measurement alternative occurring during the quarter and six months ended June 29, 2018 .


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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

2. Recently Issued Accounting Pronouncements (continued)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “ASC 606”), which prescribes a comprehensive new revenue recognition standard that supersedes previously existing revenue recognition guidance. The new model provides a five-step analysis in determining when and how revenue is recognized. The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires new, expanded disclosures regarding revenue recognition. The standard allows for initial application to be performed retrospectively to each period presented or as a modified retrospective adjustment as of the date of adoption. ASC 606, also provides for certain practical expedients, including the option to expense as incurred the incremental costs of obtaining a contract, if the contract period is for one year or less, and policy elections regarding shipping and handling that provides the option to account for shipping and handling costs as contract fulfillment costs.

We adopted the new revenue recognition standard effective December 30, 2017, the first day of our 2018 fiscal year, using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings for the current balance sheet period presented in the amount of $0.1 million, which is not material to our financial position, results of operations and cash flows.

The adoption of this ASU resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount timing and uncertainty of revenue and cash flows arising from contracts with customers. For further discussion, refer to Note 3, "Summary of Significant Accounting Policies."

New Accounting Pronouncements Not Yet Adopted

In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. Accounting. The FASB is
issuing this update to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for
share-based payments to employees, with certain exceptions. This ASU will beis effective for us beginning the first day of our 2019 fiscal year. We are evaluating the impact of the updateThe adoption of this ASU did not have a material impact on our financial condition, results of operations and cash flows, and, as such, we are not able to estimate the effect the adoption of the new standard will have on our financial statements.flows.


In February 2018, the FASB issued ASU 2018-02,Reclassification of Certain Tax Effects From Accumulated Other ComprehensiveIncome, which amends Accounting Standards Codification ("ASC") 220, Income Statement — Reporting Comprehensive Income, to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act, (the "Act"). In addition, under the ASU, an entity will beis required to provide certain disclosures regarding stranded tax effects. This ASU is effective for us the first day of our 2019 fiscal year. We made the election not to reclassify stranded tax effects to retained earnings. The tax effects unrelated to the Act are released from accumulated other comprehensive income using either the specific identification approach or the portfolio approach based on the nature of the underlying item.

In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU's (collectively, "Topic 842"), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization
of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis.

We adopted Topic 842 on the first day of our 2019 fiscal year, utilizing the modified retrospective adoption method with an effective date of December 29, 2018 (the first day of our 2019 fiscal year). Therefore, the Consolidated Financial Statements for 2019 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company's historical accounting policy. Due to the adoption of Topic 842, we booked a retained earnings adjustment of $3.0 million due to deferred taxes.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

2. Recently Issued Accounting Pronouncements (continued)

The standard provides a number of optional practical expedients and policy elections in transition. We have elected to apply the package of practical expedients under which we will not reassess under the standard our prior conclusions about lease classification and initial direct costs, and the expedient to not assess existing or expired land easements. We have elected the short-term lease recognition exemption for all leases that qualify, meaning we will recognize expense on a straight-line basis and will not include the recognition of a right-of-use asset or lease liability. We have elected the policy to combine lease and non-lease components for all asset classes.

See Note 9, "Leases" for more information.

New Accounting Pronouncements Not Yet Adopted

In April 2019, the FASB issued ASU 2019-04, Codification Improvements , Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU provides amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging.These amendments will be effective for us beginning the first day of our 2020 fiscal year. We are evaluating the impact of the adoption of this ASU on our financial condition, results of operations and cash flows, and, as such, we are not able to estimate the effect the adoption of the new standard will have on our financial statements. Early adoption is permitted.


In January 2017,November 2018, the FASB issued ASU 2017-04, Simplifying2018-18, Collaborative Arrangements (Topic 808): Clarifying the TestInteraction betweenTopic 808 and Topic 606. This ASU resolves the diversity in practice concerning the manner in which entities account for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step twotransactions based on their assessment of the goodwill impairment test. The ASU permits an entity to perform its annual, or interim, goodwill impairment test by comparing the fair valueeconomics of a reporting unit with its carrying amountcollaborative arrangement. This ASU clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer and recognize an impairment charge forprecludes recognizing as revenue consideration received from a collaborative arrangement if the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized shouldparticipant is not exceed the total amount of goodwill allocated to that reporting unit.a customer. This ASU will be effective for us beginning the first day of our 2020 fiscal year. Early adoption is permitted. We are evaluating the impact of adoption of this ASU on our financial condition, results of operations and cash flows, and we do not expect this ASU to have an impact until an impairment assessment is performed.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. Entities will be required to use a new forward-looking “expected loss” model that results in the earlier recognition of allowances for losses on trade and other receivables. Additionally, entities will need to disclose significantly more information about credit quality by year of origination for most financing receivables. This ASU will be effective for us beginning the first day of our 2020 fiscal year. Early adoption is permitted beginning the first day of our 2019 fiscal year. We are evaluating the impact of adoption of this ASU on our financial condition, results of operations and cash flows, and, as such, we are not able to estimate the effect the adoption of the new standard will have on our financial statements.



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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

2. Recently Issued Accounting Pronouncements (continued)

In February 2016,October 2018, the FASB issued ASU 2016-02, Leases,2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities. This ASU provides that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and has subsequently issued several supplemental and/or clarifying ASU's (collectively, "ASC 842"), which requires a dual approachservice providers are variable interests. The new guidance is effective for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right-of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The guidance also requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments.fiscal years beginning after December 15, 2019. This ASU will be effective for us beginning the first day of our 20192020 fiscal year. Early adoption is permitted. We have begun a process to identify a complete population of our leases. Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset. We continue to evaluateare evaluating the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. We believe the new standard will have a material impact on our Consolidated Balance Sheets, and we are continuing to evaluate the impact of adoption of ASC 842this ASU on our financial condition, results of operations and cash flows.flows, and, as such, we are not able to estimate the effect the adoption of the new standard will have on our financial statements.




3. Summary of SignificantIn September 2018, the FASB issuedASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer’s Accounting Policies

Revenue Recognition

Our revenues result from the sale of products or services and reflect the consideration to which we expectfor Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be entitled. We record revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). For our customer contracts, we identifycapitalized under the performance obligations (products or services), determinesame premises of authoritative guidance for internal-use software and deferred over the transaction price, allocatenon-cancellable term of the contract transaction pricecloud computing arrangements plus any option renewal periods that are reasonably certain to the performance obligations, and recognize the revenue when the performance obligation is fulfilled, which is when the product is shipped to or receivedbe exercised by the customer depending onor for which the specific termsexercise is controlled by the service provider. This ASU will be effective for us beginning the first day of our 2020 fiscal year. We are evaluating the impact 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.

As part of our adoption of ASC 606,this ASU on our financial condition, results of operations and cash flows, and, as such, we electedare not able to estimate the practical expedienteffect the adoption of the new standard will have on our financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20). This ASU amends Accounting Standards Codification (ASC) 715 to 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 in the consolidated balance sheets and amortized over time as promised goods and services are transferred to a customer. We also elected to adopt a policyadd additional disclosures, remove certain disclosures that shipping and handling costs will be accounted for as costs to fulfill a contract and are not considered performance obligationscost beneficial and to our customers. The impact was insignificant asclarify certain required disclosures. Early adoption is permitted. This ASU will be effective for us beginning the expedient and policy election align with our current practice.
The gain on disposal of property, plant and equipment, net during the quarter and six months ended June 29, 2018 primarily related to the sale of surplus land in the United Kingdom for $6.4 million, which was accounted for using the guidance in ASC 610.
Refer to Note 16, "Business Segment Data" for additional descriptionfirst day of our reportable business segments2021 fiscal year. We are evaluating the impact of the adoption of this ASU on our financial condition, results of operations and disaggregated revenue disclosures.cash flows, and, as such, we are not able to estimate the effect the adoption of the new standard will have on our financial statements.





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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


4.2. Recently Issued Accounting Pronouncements (continued)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. This ASU includes additional disclosure requirements for recurring Level 3 fair value measurements, including disclosure of changes in unrealized gains and losses for the period included in other comprehensive income, disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and narrative description of measurement uncertainty related to Level 3 measurements. Early adoption is permitted. This ASU will be effective for us beginning the first day of our 2020 fiscal year. We are evaluating the impact of the adoption of this ASU on our financial condition, results of operations and cash flows, and, as such, we are not able to estimate the effect the adoption of the new standard will have on our financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments,
and subsequent amendments to the guidance, ASU 2018-19 in November 2018 and ASU 2019-05 in May 2019 including codification improvements to Topic 326 in ASU 2019-04. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The amendment will affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2018-19 clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. ASU 2019-05 provides entities that have certain instruments with an option to irrevocably elect the fair value option. The amendments should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. This ASU will be effective for us beginning the first day of our 2020 fiscal year. Early adoption is permitted beginning the first day of our 2019 fiscal year. We have commenced an initial analysis, conducted internal learning initiatives and have a team in place to evaluate the disclosure requirements and analyze the impact of the adoption of this ASU on our financial condition, results of operations and cash flows, and we are not able to estimate the effect the adoption of the new standard will have on our financial statements.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

3.  Asset Impairment and Other Charges, Net


The following represents a summary of asset impairment and other charges, net recorded during the quarterquarters and six months ended June 28, 2019 and June 29, 2018 (U.S. dollars in millions):
 Quarter ended Six months ended
 June 28, 2019 June 28, 2019
 Long-lived
and other
asset
impairment		  
Exit activity and other
charges		 Total Long-lived
and other
asset
impairment		  
Exit activity and other
charges		 Total
Banana segment:           
Philippine previously announced exit activities of certain low-yield areas$—
 $0.3
 $0.3
 $—
 $0.5
 $0.5
Fresh and value-added products segment: 
    
      
Other fresh and value-added products segment charges0.4
 —
 0.4
 0.4
 —
 0.4
Impairment of equity investment (1)0.1
 —
 0.1
 2.9
 —
 2.9
Total asset impairment and
other charges, net
$0.5
 $0.3
 $0.8
 $3.3
 $0.5
 $3.8
            
            
 Quarter ended Six months ended
 June 29, 2018 June 29, 2018
 Long-lived
and other
asset
impairment		  
Exit activity
and other
charges		 Total Long-lived
and other
asset
impairment		  
Exit activity and other
charges		 Total
Banana segment:           
Philippine exit activities of certain low-yield areas$18.3
 $—
 $18.3
 $18.3
 $—
 $18.3
Fresh and value added products
segment:
 
    
      
Chile severance due to restructuring as a result of cost reduction initiatives—
 1.6
 1.6
 —
 1.6
 1.6
Acquisition costs related to
Mann Packing (2)		—
 0.1
 0.1
 —
 2.6
 2.6
Sanger insurance recoveries due to inclement weather conditions—
 —
 —
 —
 (0.9) (0.9)
Other fresh and value-added segment charges—
 0.3
 0.3
 —
 0.3
 0.3
Total asset impairment and
other charges (credits), net
$18.3
 $2.0
 $20.3
 $18.3
 $3.6
 $21.9

 Quarter ended Six months ended
 June 29, 2018 June 29, 2018
 Long-lived
and other
asset
impairment		 
 
Exit activity and other
charges
 Total Long-lived
and other
asset
impairment		 
 
Exit activity and other
charges/(credits)
 Total
Banana segment:           
Philippine exit activities of certain low-yield areas$18.3
 $—
 $18.3
 $18.3
 $—
 $18.3
Other fresh produce segment: 
    
      
Chile severance due to restructuring as a result of cost reduction initiatives—
 1.6
 1.6
 —
 1.6
 1.6
Acquisition costs related to
Mann Packing		—
 0.1
(1 
) 
0.1
 —
 2.6
(1 
) 
2.6
Sanger insurance recoveries due to inclement weather conditions—
 —
 —
 —
 (0.9) (0.9)
Other fresh produce segment charges—
 0.3
 0.3
 —
 0.3
 0.3
Total asset impairment and
other charges, net
$18.3
 $2.0
 $20.3
 $18.3
 $3.6
 $21.9
            
 Quarter ended Six months ended
 June 30, 2017 June 30, 2017
 Long-lived
and other
asset
impairment		  
Exit activity
and other
charges		 Total Long-lived
and other
asset
impairment		 
 
Exit activity and other
charges/(credits)
 Total
Banana segment:           
Philippines floods$0.5
 $—
 $0.5
 $0.8
 $—
 $0.8
Chile floods0.8
 —
 0.8
 0.8
 —
 0.8
Underutilized assets in Central America0.6
 —
 0.6
 0.6
 —
 0.6
Other fresh produce segment: 
    
      
Chile insurance proceeds on floods—
 —
 —
   (2.2) (2.2)
Total asset impairment and
other charges (credits), net
$1.9
 $—
 $1.9
 $2.2
 $(2.2) $—

(1) Equity investment relates to our 10% equity ownership interest in Three Limes, Inc., d/b/a The Purple Carrot, which was sold at a loss during the quarter ended June 28, 2019. Refer to Note 16, "Fair Value Measurements."
(2) Acquisition costs relate to the Mann Packing Co. Inc. and subsidiaries ("Mann Packing") Acquisition. Refer to Note 5, 4, "Acquisition."Acquisition."



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4.3.  Asset Impairment and Other Charges, Net (continued)


Exit Activity and Other Reserves


Exit activity and other reserve balances are recorded in the Consolidated Balance Sheets in accounts payable and accrued expenses for the current portion and in other noncurrent liabilities for the noncurrent portion. The following is a rollforward of 20182019 exit activity and other reserves (U.S. dollars in millions):
 Exit activity and
other reserve
balance at
December 28, 2018		 Impact to
earnings		 Cash paid Foreign exchange impact Exit activity and
other reserve
balance at
June 28, 2019
Contract termination and other exit activity charges$0.5
 0.5
 (0.9) —
 $0.1
 $0.5
 $0.5
 $(0.9) $—
 $0.1

 Exit activity and
other reserve
balance at
December 29, 2017		 Impact to
earnings		 Cash paid Foreign exchange impact Exit activity and
other reserve
balance at
June 29,
2018
Termination benefits$—
 $1.6
 $(1.6) $—
 $—
Contract termination and other exit activity charges0.3
 —
 (0.3) —
 —
 $0.3
 $1.6
 $(1.9) $—
 $—


During the six months ended June 29, 2018,28, 2019, we paid approximately $1.6 million in termination benefits related to Chilean restructuring and $0.3$0.9 million in contract termination forterminations related to the closurepreviously announced Philippines restructuring, and we expect to make the remaining payment of distribution centers in Europe in previous periods.$0.1 million during 2019. We do not expect additional charges related to Philippine and Chilean restructuring within a rangethe exit activities mentioned above that would significantly impact our results of $2.0 million to $4.0 million for both termination benefits and contract termination costs within the next 12 months.operations or financial condition.


5.  Acquisitions4.  Acquisition

On June 5, 2018, we acquired a 70% interest in a hydroponic herb farm in the Middle East for a purchase price of $1.7 million funded using operating cash flows and available borrowings under the Credit Facility (as defined in Note 12, “Long-Term Debt and Capital Lease Obligations”). The results of operations have been included in our consolidated financial statements since that date. The acquisition consisted primarily of working capital and property, plant and equipment.

On May 7, 2018, we paid $4.2 million for a 10% equity ownership interest in Three Limes, Inc., d/b/a The Purple Carrot, a privately-held company providing plant-based meal kits in North America. Our investment was funded using operating cash flows and available borrowings under the Credit Facility.  We account for this investment using the measurement alternative election under the ASC guidance on “Financial Instruments” and we do not exercise significant influence over the privately-held company’s operating or financial activities. The measurement alternative election requires us to measure the investment at cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or similar investments.  No adjustments or impairments have been made as of June 29, 2018.   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.


On February 26, 2018, we completed the acquisition of 100% of the voting interests of Mann Packing.Packing Company, Inc and subsidiaries ("Mann Packing"). The results of Mann Packing's operations have been included in our consolidated financial statements since that date. This acquisition expanded our fresh-cut, vegetable and prepared product offerings in North America.

We purchased all of itsMann Packing's outstanding capital stock for an aggregate consideration of $372.9$357.2 million funded by a $229.7 million three-day promissory note and $143.2$127.5 million in cash funded through borrowings under our Credit Facility.cash. The three-day promissory note was settled with cash on hand and additional borrowings under our Credit Facility.


Based on an evaluationWe acquired net assets of $357.2 million, including a put option exercisable by the 25% noncontrolling interest shareholder of one of the provisionsacquired subsidiaries. The fair value of ASC Business Combinations ("Topic 805"), the purchase price allocation reflected in the accompanying financial statements is preliminary and is based upon estimates and assumptions that are subject to change within the measurement period. Topic 805 allows entities a measurement period of up to one year fromredeemable noncontrolling interest at the acquisition date to finalizewas $47.4 million. The fair value of the allocation. The measurement period remains open pending the completion of valuation procedures related to the acquired tangible anddefinite-lived intangible assets including customer lists, trade names and assumed liabilities.trademarks at the acquisition date were $139.8 million. The $328.8$162.0 million allocated to goodwill on our Consolidated Balance Sheets represents the excess of the purchase price over the preliminary values of assets acquired and liabilities assumed andassumed. The goodwill is subjectexpected to revision. be mostly deductible for tax purposes.

We are still evaluating our reportable segments and have preliminarily includeddisclosed the goodwill related to this acquisition of Mann Packing in the other fresh produce segment. We are still evaluatingnotes to our consolidated financial statements included in our Annual Report on Form 10-K for the tax implications of this transaction.fiscal year ended December 28, 2018.












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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


5.  Acquisitions4.  Acquisition (continued)

We recognized $2.6 million of acquisition related costs which primarily consist of advisory, legal, accounting, valuation, other professional and consulting fees and are included in asset impairment and other charges (credits), net. Refer to Note 4, “Asset Impairment and Other Charges (Credits), Net".

The following table summarizes the preliminary estimated fair values of the net assets acquired and liabilities assumed at the date of the acquisition:

Assets acquired 
Current assets: 
Cash and cash equivalents$0.1
Trade accounts receivable, net of allowance39.4
Other accounts receivable, net of allowance1.2
Inventories, net21.1
Prepaid expenses and other current assets2.1
Total current assets63.9
  
Property, plant and equipment, net70.2
Goodwill328.8
Total assets acquired$462.9
Liabilities assumed 
Current liabilities: 
Accounts payable and accrued expenses$50.9
Total liabilities assumed$50.9
  
Less: Redeemable noncontrolling interest39.1
  
Net assets acquired$372.9

The Mann Packing acquisition includes 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 5-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 Sheets. The fair value assigned to this interest at acquisition date is subject to change and is pending completion. Refer to Note 7, “Redeemable Noncontrolling Interests”, for further discussion.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

5.  Acquisitions (continued)


Our consolidated results include the following unaudited financial information of Mann Packing:Packing for the partial period from February 27, 2018 to June 29, 2018 :


  Period from February 27, 2018 to June 29, 2018
Net sales $197.5
Net income attributable to
Fresh Del Monte Produce, Inc.		 $3.7

 Quarter ended June 29, 2018 Period from February 27, 2018 to June 29, 2018
Net sales$146.2
 $197.5
Net income attributable to
Fresh Del Monte Produce, Inc.		$3.0
 $14.5


The following unaudited pro forma combined financial information presents our results including Mann Packing as if the business combination had occurred at the beginning of fiscal year 2017:2018:


Quarter ended Six months ended Six months ended 
June 29,
2018		 June 30,
2017		 June 29,
2018		 June 30,
2017		 June 29,
2018		 
Net sales$1,272.4
 $1,292.5
 $2,457.7
 $2,450.4
 $2,457.7
 
        
Net (loss) income attributable to
Fresh Del Monte Produce, Inc.		$(8.0)
(1) 
$79.0
(3) 
$38.2
(2) 
$129.8
(4) 
Net income attributable to
Fresh Del Monte Produce, Inc.		$37.6
(1) 


(1)Unaudited pro forma results for the quarter ended June 29, 2018 were positively adjusted by $0.1 million consisting of nonrecurring transaction related compensation benefits, advisory, legal, accounting, valuation and other professional fees.

(2)(1) Unaudited pro forma results for the six months ended June 29, 2018 were positively adjusted by $9.6 million, consisting of $11.5 million of nonrecurring transaction related compensation benefits, advisory, legal, accounting, valuation and other professional fees, partially offset by $1.9 million of interest expense as a result of increased borrowings under our Credit Facility.

(3)Unaudited pro forma results for the quarter ended June 30, 2017 were adjusted to include $2.1 million of interest expense as a result of increased borrowings under our Credit Facility.

(4)Unaudited pro forma results for the six months ended June 30, 2017 was adjusted to include $4.0 million of interest expense as a result of increased borrowings under our Credit Facility.




6.  Noncontrolling Interests
The following table reconciles shareholders’ equity attributable to noncontrolling interests (U.S. dollars in millions):
 Six months ended
 June 29,
2018		 June 30,
2017
Noncontrolling interests, beginning$23.8
 $24.6
Net income (loss) attributable to noncontrolling interests2.2
 (0.2)
Distributions (to) from noncontrolling interests(0.4) 0.4
Capital contributions from noncontrolling interests0.8
 —
Noncontrolling interests, ending$26.4
 $24.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

7.  Redeemable Noncontrolling Interests
The following table reconciles redeemable noncontrolling interests (U.S. dollars in millions):
 Six months ended
 June 29,
2018
Redeemable noncontrolling interests, beginning$—
Initial measurement of redeemable noncontrolling interest due to Mann Packing acquisition39.1
Net income attributable to redeemable noncontrolling
interests		1.7
Redeemable noncontrolling interests, ending$40.8

The Mann Packing acquisition includes a put option exercisable by the 25% shareholder of one of the acquired subsidiaries, a redeemable noncontrolling interest. At each reporting period, the redeemable noncontrolling interest is recognized at the higher of 1) the accumulated earnings or 2) the contractually-defined redemption value as of the balance sheet date. Refer to Note 5, "Acquisitions" for further discussion on the acquisition of Mann Packing.

8.5. Income Taxes


In connection with a current examination of the tax returns in two foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $128.8$148.9 million (including interest and penalties) for tax years 2012 through 2015.2016.  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. We will continue to vigorously contest the adjustments and expect to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process.   We regularly assessesassess 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.


On December 22, 2017, the Tax Cut and Jobs Act (the “Act”) was signed into law. In accordance with Staff Accounting Bulletin (“SAB”) 118, we recognized the estimated impact of this legislation as a component of income tax expense in our audited financial statements for the year ending December 29, 2017. SAB 118 allows for a measurement period, not to extend beyond one year from the enactment date, for companies to complete their accounting for the provisions of the Act under ASC 740. As of June 29, 2018, no subsequent adjustments have been made to the provisional amounts recorded with the financial statements for the year ending December 29, 2017. We are still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the provisional measurement of these balances. Our estimate of the impacts of the Act may change due to future guidance issued by the U.S. Treasury Department, Internal Revenue Service, Financial Standards Accounting Board and other standard setting bodies. The completion of our 2017 income tax returns by the fourth quarter 2018 may also impact the provisional amounts that have been recorded.







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96.  Financing Receivables
 
Financing receivables are included in other accounts receivable, less allowances on our accompanying Consolidated Balance Sheets and are recognized at net realizable value, which approximates fair value. Other accounts receivable may include value-added taxes receivables, 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 104 years.


These advances are collateralized by property liens and pledges of the respective season’s produce; however, certain factors such as unfavorable weather conditions, crop disease and financial stability could impact the ability for these growers to repay their advance. Occasionally, we agree to a payment plan or take steps to recover the advance via established collateral.  Allowances for advances to growers and suppliers are determined on a case by case basis depending on the production for the season and other contributing factors.  We may write-off uncollectable financing receivables after our collection efforts are exhausted.


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


 June 28, 2019 December 28, 2018
 Short-term Long-term Short-term Long-term
Gross advances to growers and suppliers$37.9
 $6.1
 $51.9
 $3.7
Allowance for advances to growers and suppliers (past due)(1.8) (1.0) (2.1) (0.7)
Net advances to growers and suppliers$36.1
 $5.1
 $49.8
 $3.0
 June 29, 2018 December 29, 2017
 Short-term Long-term Short-term Long-term
Gross advances to growers and suppliers$29.5
 $3.8
 $38.9
 $1.6
Allowance for advances to growers and suppliers (past due)(2.2) (0.6) (2.8) (0.1)
Net advances to growers and suppliers$27.3
 $3.2
 $36.1
 $1.5

 
The short-term and long-term portions of the financing receivables included above are classified in the Consolidated Balance Sheets in other accounts receivable and other noncurrent assets.



The allowance for advances to growers and suppliers and the related financing receivables for the quarters and six months ended June 28, 2019 and June 29, 2018 and June 30, 2017 were as follows (U.S. dollars in millions):
 Quarter ended Six months ended
 June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018
Allowance for advances to growers and suppliers:       
Balance, beginning of period$2.8
 $2.3
 $2.8
 $2.9
Provision for uncollectible amounts—
 0.5
 —
 0.8
Deductions to allowance related to write-offs—
 —
 —
 (0.9)
Balance, end of period$2.8
 $2.8
 $2.8
 $2.8

 Quarter ended Six months ended
 June 29,
2018		 June 30,
2017		 June 29,
2018		 June 30,
2017
Allowance for advances to growers and suppliers:       
Balance, beginning of period$2.3
 $1.5
 $2.9
 $1.5
Provision for uncollectible amounts0.5
 1.1
 0.8
 1.1
Deductions to allowance related to write-offs—
 —
 (0.9) —
Balance, end of period$2.8
 $2.6
 $2.8
 $2.6


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)



107.  Share-Based Compensation


Our shareholders approved and ratified the 2014 Omnibus Share Incentive Plan (the “2014 Plan”), which allows us to grant equity-based compensation awards, including stock options, restricted stock awards and restricted stock units including performance stock units. We disclosed the significant terms of the 2014 Plan and prior plans in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2017.28, 2018.
 
Stock-based compensation expense related to stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance stock units ("PSUs") is included in selling, general and administrative expenses in the accompanying Consolidated Statements of IncomeOperations and is comprised as follows (U.S. dollars in millions):
 Quarter ended Six months ended
 June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018
Stock options$—
 $—
 $—
 $0.1
RSUs/PSUs1.8
 2.3
 5.1
 5.9
RSAs0.1
 —
 1.0
 1.0
Total$1.9
 $2.3
 $6.1
 $7.0
 Quarter ended Six months ended
 June 29,
2018		 June 30,
2017		 June 29,
2018		 June 30,
2017
Stock options$—
 $0.2
 $0.1
 $0.3
RSUs/PSUs2.3
 2.7
 5.9
 5.3
RSAs—
 —
 1.0
 0.9
Total$2.3
 $2.9
 $7.0
 $6.5

 
We received proceeds from the exercise of stock-based options of $0.3 million for the six months ended June 28, 2019 and $0.8 million for the six months ended June 29, 2018 and $0.1 million for the six months ended June 30, 2017.2018.

Stock Option Awards

Under the 2014 Plan and prior plans, 20% of the granted options vest immediately, and the remaining granted options vest in equal installments over the next four years. Options under the 2014 Plan and prior plans may be exercised over a period not in excess of 10 years from the date of the grant. Prior plan provisions are still applicable to outstanding options and awards under those plans. There were no stock option grants for the six months ended June 29, 2018 or June 30, 2017.

The fair value for stock options was estimated at the date of grant using the Black-Scholes option pricing model, which requires us to make certain assumptions. Volatility is estimated based on the historical volatility of our stock over the past five years. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of grant. The dividend yield is estimated over the expected term based on our dividend policy, historical cash dividends and expected future
cash dividends. The expected term of grant was based on the contractual term of the stock option and expected employee exercise and post-vesting employment termination trends. Forfeitures are recognized as they occur.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


10.  Share-Based Compensation (continued)


Restricted Stock Awards


A share of restricted stock is one of our ordinary shares that has restrictions on transferability until certain vesting conditions are met.


For RSAs awarded under the 2014 Plan, 50% of each award of our restricted stock vested on the date it was granted. The remaining 50% of each award vests upon the six-monthsix-month anniversary of the date on which the recipient ceases to serve as a member of our Board of Directors. Restricted stock awarded during the six months ended June 29, 201828, 2019 and June 30, 201729, 2018 allow directors to retain all of their awards once they cease to serve as a member of our Board of Directors and is considered a nonsubstantive service condition in accordance with the guidance provided by the ASC 718 on “Compensation – Stock Compensation.”  Accordingly, we recognize compensation cost immediately for restricted stock awards granted to non-management members of the Board of Directors.


The following table lists RSAs awarded under the 2014 plan for the six months ended June 28, 2019 and June 29, 2018 and June 30, 2017:2018:


Date of award Shares of
restricted stock
awarded		 Price per share
May 1, 2019 2,830 $29.44
January 2, 2019 30,891 28.32
January 2, 2018 21,304 46.93

Date of award Shares of
restricted stock
awarded		 Price per share
January 2, 2018 21,304 $46.93
January 3, 2017 14,294 61.21


Restricted Stock Units/Performance Stock Units


Under the 2014 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 will vest in three equal annual installments on each of the next three anniversary dates provided that the recipient remains employed with us. The RSUs will vest 20% on the award date and 20% on each of the next four anniversaries.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


7.  Share-Based Compensation (continued)

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.


The fair market value for RSUs and PSUs is based on the closing price of our stock on the award date. Forfeitures are recognized as they occur.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

10.  Share-Based Compensation (continued)

The following table lists the various RSUs and PSUs awarded under the 2014 Plan for the six months ended June 28, 2019 and June 29, 2018 and June 30, 2017 (U.S. dollars in millions, except share and per share data):
Date of award Type of award Units awarded Price per share Type of award Units awarded Price per share
June 25, 2018 RSU 2,000 $44.78
March 25, 2019 RSU 5,000 $26.55
February 20, 2019 PSU 85,000 27.71
February 20, 2019 RSU 133,750 27.71
February 21, 2018 PSU 85,000 46.35
(1) 
PSU 85,000 46.35
February 21, 2018 RSU 125,000 46.35
 RSU 125,000 46.35
February 22, 2017 PSU 100,000 56.52
February 22, 2017 RSU 50,000 56.52

(1) The 2018 PSU's were forefeited as a result of not meeting the performance metric.
    
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.


We recognize expense related to RSUs and PSUs based on the fair market value, as determined on the date of award, ratably over the vesting period, provided the performance condition, if any, is probable.


118.  Inventories, net
 
Inventories consisted of the following (U.S. dollars in millions):
 
 June 28,
2019		 December 28, 2018
Finished goods$204.3
 $217.4
Raw materials and packaging supplies171.7
 167.0
Growing crops154.7
 180.9
Total inventories, net$530.7
 $565.3

 June 29,
2018		 December 29, 2017
Finished goods$193.7
 $210.1
Raw materials and packaging supplies168.8
 165.4
Growing crops150.6
 166.3
Total inventories$513.1
 $541.8



















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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


9. Leases

As of the first day of our 2019 fiscal year beginning December 29, 2018, we adopted ASU No. 2016-02, “Leases (Topic 842),” which requires leases with durations greater than twelve months to be recognized on the balance sheet using the modified retrospective approach. Prior year financial statements were not adjusted under the new standard and, therefore, those amounts are not presented below. We elected the package of transition provisions available for expired or existing contracts, which allowed us to carryforward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs.

We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. We do not separate lease and nonlease components of contracts.

Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. 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.

We lease agricultural land and certain property, plant and equipment, including office facilities and refrigerated containers, under operating leases. We also enter into ship charter agreements for the transport of our fresh produce to markets worldwide. The lease term consists of the noncancellable period of the lease and the periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company's lease agreements do not contain any residual value guarantees.

In Panama, we are developing a banana operation on leased land of which the remaining portion is pending delivery. Future lease payments will be $0.5 million annually for 40 years.





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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

9. Leases (continued)

Lease Position

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of June 28, 2019 (U.S. dollars in millions):

Classification on the Balance Sheet June 28, 2019
Assets   
Operating lease assetsOperating lease right-of-use assets $182.1
Finance lease assetsProperty, plant and equipment, net 1.2
Total lease assets  $183.3
    
Liabilities   
Current   
OperatingCurrent maturities of operating leases $49.9
FinanceCurrent maturities of debt and finance leases 0.4
Noncurrent   
OperatingOperating leases, less current maturities 104.6
FinanceLong-term debt and finance leases, less current maturities 0.4
Total lease liabilities  $155.3
    
Weighted-average remaining lease term:  
Operating leases  7.4 years
Finance leases  1.9 years
Weighted-average discount rate:  
Operating leases (1)
  8.92%
Finance leases  4.44%
(1) Upon adoption of the new lease standard, discount rates used for existing leases were established at December 29, 2018.


Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the quarter and six months ended June 28, 2019 (U.S. dollars in millions):

 June 28,
2019
 Quarter ended Six months ended
Finance lease cost   
Amortization of lease assets$—
 $0.1
Operating lease cost23.4
 $46.7
Short-term lease cost1.9
 $4.3
Variable lease cost1.6
 $2.9
Total lease cost$26.9
 $54.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


9 . Long-TermLeases (continued)

Other Information

The following table presents supplemental cash flow information related to the leases for the quarter and six months ended June 28, 2019 (U.S. dollars in millions):
 June 28,
2019
 
Quarter
ended
 Six months ended
Cash paid for amounts included in the measurement of lease liabilities   
Operating cash flows for operating leases$21.6
 $42.1
Financing cash flows for finance leases0.2
 $0.3



The changes in the operating lease right-of-use assets were $26.1 million, and $21.5 million for the changes in the liability accounts recorded in connection with the recognition of operating lease expenses for six months ended June 28, 2019. These changes have been reflected within Other noncurrent asset and liabilities in our Consolidated Statement of Cash Flows.

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 June 28, 2019 (U.S. dollars in millions):

 Operating Leases Finance Leases
Remainder of 2019$44.1
 $0.2
202037.7
 0.3
202125.3
 0.3
202217.5
 —
202315.3
 —
Thereafter78.3
 —
Total lease payments218.2
 0.8
Less: imputed interest63.7
 —
Total lease liabilities$154.5
 $0.8




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


10.  Debt and CapitalFinance Lease Obligations
 
The following is a summary of long-term debt and capitalfinance lease obligations (U.S. dollars in millions):
 
 June 28,
2019		 December 28,
2018
Senior unsecured revolving credit facility(1) (see Credit Facility below)
$639.6
 $661.3
Finance lease obligations0.8
 1.1
Total debt and finance lease obligations640.4
 662.4
Less:  Current maturities (1)
(640.0) (0.5)
Long-term debt and finance lease obligations$0.4
 $661.9

 June 29,
2018		 December 29,
2017
Senior unsecured revolving credit facility (see Credit Facility below)$688.5
 $356.2
Capital lease obligations1.1
 1.4
Total long-term debt and capital lease obligations689.6
 357.6
Less:  Current portion(0.5) (0.6)
Long-term debt and capital lease obligations$689.1
 $357.0
(1) The Senior unsecured revolving credit facility matures April 15, 2020 and is classified as current.


Credit Facility


On April 16, 2015, we entered into a five-year $800 million syndicated senior unsecured revolving credit facility maturing on April 15, 2020 (the "Credit Facility") with Bank of America, N.A. as administrative agent and Merrill Lynch, Pierce, Fenner & Smith Inc. as sole lead arranger and sole book manager. Borrowings under the Credit Facility bear interest at a spread over LIBOR that varies with our leverage ratio. The Credit Facility also includes a swing line facility and a letter of credit facility. Debt issuance costs

On September 27, 2018, we amended certain covenant ratios of $0.9 million are included in other noncurrent assets on our Consolidated Balance Sheets.


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12.  Long-Term Debt and Capital Lease Obligations (continued)

Credit Facility. On February 27, 2018, we exercised an option to increase the total commitments under the Credit Facility from $800 million to $1.1 billion. We incurred an additional $0.4 million of debtDebt issuance costs of $0.3 million are included in connection withother noncurrent assets on our Consolidated Balance Sheets as of the exercise of this option during the quartersix months ended March 30, 2018.June 28, 2019.


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


The following is a summary of the material terms of the Credit Facility and other working capital facilities at June 29, 201828, 2019 (U.S. dollars in millions):
 Term Maturity
date		 Interest rate Borrowing
limit		 Available
borrowings
Bank of America credit facility5 years April 15, 2020 3.95% $1,100.0
 $460.4
Rabobank letter of credit facility364 days June 18, 2019 Varies 25.0
 16.6
Other working capital facilitiesVaries Varies Varies 23.3
 13.9
       $1,148.3
 $490.9

 Term Maturity
date		 Interest rate Borrowing
limit		 Available
borrowings
Bank of America credit facility5 years April 15, 2020 3.50% $1,100.0
 $406.5
Rabobank letter of credit facility364 days June 18, 2019 Varies 25.0
 19.5
Other working capital facilitiesVaries Varies Varies 23.4
 13.2
       $1,148.4
 $439.2


The current margin for LIBOR advances is 1.50%. We intend to use funds borrowed under the Credit Facility from time to time for general corporate purposes, which may include the repayment, redemption or refinancing of our existing indebtedness, working capital needs, capital expenditures, funding of possible acquisitions, possible share repurchases and satisfaction of other obligations.


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10.  Debt and Finance Lease Obligations (continued)
The Credit Facility requires us to comply with financial and other covenants, including limitations on capital expenditures, the amount of dividends that can be paid in the future, the amount and types of liens and indebtedness, material asset sales and mergers. As of June 29, 201828, 2019, we were in compliance with all of the covenants contained in the Credit Facility. TheCredit Facility is unsecured and is guaranteed by certain of our subsidiaries. The Credit Facility permits borrowings under the revolving commitment with an interest rate determined based on our leverage ratio and spread over LIBOR. In addition, we pay a fee on unused commitments.


Our Credit Facility matures on April 15, 2020 and represents our principal method of supplementing operating cash flows for our working capital and other liquidity requirements. We plan to refinance our Credit Facility before maturity, based on our history of earnings and positive cash flows along with our long-standing relationships with our current bank group and our credit rating. We believe that our operating cash flows, together with our ability to renew the Credit Facility will be adequate to meet our operating, investing and financing needs in the foreseeable future. There are no assurances that volatility and uncertainty in the global capital markets will not impair our ability to access these markets in terms that are favorable to us.

As of June 29, 201828, 2019, we applied $10.58.4 million to the Rabobank Nederland and Bank of America letter of credit facilities in respect of certain contingent obligations and other governmental agency guarantees combined with guarantees for purchases of raw materials and equipment and other trade related letters of credit. We also had $18.617.5 million in other letters of credit and bank guarantees not included in the Rabobank or Bank of America letter of credit facilities.


As of June 29,28, 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 from our Credit Facility. Refer to Note 17,15, “DerivativesDerivative Financial Instruments”.

21

13.  Commitments and Contingencies

DBCP Litigation

Beginning in December 1993, certain of our U.S. subsidiaries were named among the defendants in a number of actions in courts in Texas, Louisiana, Hawaii, California and the Philippines involving claims by numerous non-U.S. plaintiffs alleging that they were injured as a result of exposure to a nematocide containing the chemical dibromochloropropane (“DBCP”) during the period 1965 to 1990. As a result of a settlement entered into in December 1998, the remaining unresolved DBCP claims against our U.S. subsidiaries are pending in Hawaii, Delaware, Costa Rica and the Philippines.

On October 14, 2004, two of our subsidiaries were served with a complaint in an action styled Angel Abarca, et al. v. Dole Food Co., et al. filed in the Superior Court of the State of California for the County of Los Angeles on behalf of more than 2,600 Costa Rican banana workers who claim injury from exposure to DBCP. On January 2, 2009, three of our subsidiaries were served with multiple complaints in related actions styled Jorge Acosta Cortes, et al. v. Dole Food Company, et al. filed in the Superior Court of the State of California for the County of Los Angeles on behalf of 461 Costa Rican residents. An initial review of the plaintiffs in the Abarca and Cortes actions found that a substantial number of the plaintiffs were claimants in prior DBCP actions in


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13.
11.  Commitments and Contingencies (continued)

Texas. On June 27, 2008, the court dismissed the claims of 1,329 plaintiffs who were parties to prior DBCP actions. On June 30, 2008, our subsidiaries moved to dismiss the claims of the remaining Abarca plaintiffs on grounds of forum non conveniens in favor of the courts of Costa Rica. On September 22, 2009, the court granted the motion to dismiss and on November 16, 2009 entered an order conditionally dismissing the claims of those remaining plaintiffs who allege employment on farms in Costa Rica exclusively affiliated with our subsidiaries. Those dismissed plaintiffs re-filed their claim in Costa Rica on May 17, 2012 (The "Lagos" case). On January 18, 2013, all remaining plaintiffs in California filed Requests for Dismissal effecting the dismissal of their claims without prejudice. On September 25, 2013, our subsidiaries filed an answer to the claim re-filed with the courts of Costa Rica. In the Lagos case, the trial court dismissed the claims of all plaintiffs for defective powers of attorney. On appeal from that decision, the appellate court remanded the action for the trial court to consider a preliminary issue before addressing the validity of the powers of attorney. The case is back before the trial court. Two additional DBCP-related lawsuits were filed in Costa Rica in 2015, which have since been dismissed by the court on procedural grounds.
On May 31 and June 1, 2012, eight actions were filed against one of our subsidiaries in the United States District Court for the District of Delaware on behalf of approximately 3,000 plaintiffs alleging exposure to DBCP on or near banana farms in Costa Rica, Ecuador, Panama, and Guatemala. We and our subsidiaries were not involved with any banana growing operations in Ecuador or Panama during the period when DBCP was in use. The plaintiffs include 229 claimants who had cases pending in the United States District Court for the Eastern District of Louisiana which were dismissed on September 17, 2012. On August 30, 2012, our subsidiary joined a motion to dismiss the claims of those plaintiffs on the grounds that they have first-filed claims pending in the United States District Court for the Eastern District of Louisiana. The motion was granted on March 29, 2013 and appealed to the United States Court of Appeals for the Third Circuit. On September 21, 2012, our subsidiary filed an answer with respect to the claims of those plaintiffs who had not already filed in Louisiana. On May 27, 2014, the court granted a motion made by a co-defendant and entered summary judgment against all remaining plaintiffs based on the September 19, 2013 affirmance by the United States Court of Appeals for the Fifth Circuit of the dismissal on statute of limitations grounds of related cases by the United States District Court for the Eastern District of Louisiana. On July 7, 2014, our subsidiary joined in a motion for summary judgment on statute of limitations grounds as to all remaining plaintiffs on the basis of the court’s May 27, 2014 ruling.

Plaintiffs agreed that judgment be entered in favor of all defendants for the claims still pending in the United States District Court for the District of Delaware on the basis of the summary judgment granted on May 27, 2014 and the district court entered judgment dismissing all plaintiffs’ claims on September 22, 2014. On October 21, 2014, a notice of appeal was filed with the United States Court of Appeals for the Third Circuit expressly limited the appeal to the claims of 57 (out of the more than 2,600) plaintiffs who had not previously filed claims in Louisiana. On August 11, 2015, a panel of the Court of Appeals affirmed the dismissal of the claims of these plaintiffs. Plaintiffs filed a Motion for Rehearing en Banc with the Third Circuit, which was granted on September 22, 2015. On September 2, 2016, the Third Circuit en banc reversed the District Court’s dismissal on first-filed doctrine grounds of the claims of approximately 229 of the plaintiffs and remanded the case back to the District Court for further proceedings. On June 2, 2017, the Third Circuit issued a Petition for Certification of State Law to the Delaware Supreme Court to resolve the complex procedural question pending on appeal regarding the duration of the tolling of limitations afforded by a class action that had been pending in Texas. The Delaware Supreme Court accepted certification of the pending question of law. On March 15, 2018, the Delaware Supreme court decided the complex procedural question in favor of the plaintiffs and is in the process of returning the case to the United States District Court for the District of Delaware for further proceedings. On remand, there remain approximately 285 claims pending, although roughly two of those claims are of plaintiffs from Panama and Ecuador, where we have not been involved with any banana growing during the period when DBCP was in use.

In Hawaii, plaintiffs filed a petition for certiorari to the Hawaii Supreme Court based upon the Hawaii Court of Appeals affirmance in March 2014 of a summary judgment ruling in defendants’ favor at the trial court level. The Hawaii Supreme Court accepted the petition and oral argument was held on September 18, 2014 with respect to whether the claims of the six named plaintiffs were properly dismissed on statute of limitations grounds. On October 21, 2015, the Hawaii Supreme Court reversed the Hawaii Court of Appeals and the Hawaii state trial court’s grant of partial summary judgment against the DBCP plaintiffs on statute of limitations grounds. The Hawaii Supreme Court remanded the claims of six remaining plaintiffs back to the Hawaii state trial court for further proceedings, where they remain pending without any significant activity since 2015.


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13.  Commitments and Contingencies (continued)


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”). Shortly thereafter, our subsidiary discontinued the use of the Kunia Well Site and provided an alternate water source to area well users and the subsidiary commenced its own voluntary cleanup operation.


In 1993, the Environmental Protection Agency (“EPA”) identified the Kunia Well Site for potential listing on the National Priorities List (“NPL”) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. On December 16, 1994, the EPA issued a final rule adding the Kunia Well Site to the NPL.


On September 28, 1995, our subsidiary entered into an order (the “Order”) with the EPA to conduct the remedial investigation and the feasibility study of the Kunia Well Site. Under the terms of the Order, our subsidiary submitted a remedial investigation report in November 1998 and a final draft feasibility study in December 1999 (which was updated from time to time) for review by the EPA. The EPA approved the remedial investigation report in February 1999 and the feasibility study on April 22, 2003.


As a result of communications with the EPA in 2001, we recorded a charge of $15.0 million in the third quarter of 2001 to increase the recorded liability to the estimated expected future cleanup cost for the Kunia Well Site to $19.1 million. Based on conversations with the EPA in the third quarter of 2002 and consultation with our legal counsel and other experts, we recorded a charge of $7.0 million during the third quarter of 2002 to increase the accrual for the expected future clean-up costs for the Kunia Well Site to $26.1 million.


On September 25, 2003, the EPA issued the Record of Decision (“ROD”). The EPA estimates in the ROD that the remediation costs associated with the cleanup of the Kunia Well Site will range from $12.9 million to $25.4 million and will last approximately 10 years. It remains to be determined how long the remediation will actually last.


On January 13, 2004, the EPA deleted a portion of the Kunia Well Site (Northeast section) from the NPL. On May 2, 2005, our subsidiary signed a Consent Decree with the EPA for the performance of the clean-up work for the Kunia Well Site. On September 27, 2005, the U.S. District Court for Hawaii approved and entered the Consent Decree. Based on findings from remedial investigations at the Kunia Well Site, our subsidiary continues to evaluate with the EPA the clean-up work currently in progress in accordance with the Consent Decree.


We increased the liability by $0.4 million during 2017 and 2016 and reduced the liability by $0.8 million during 2015 due to changes to the remediation work being performed related to the Kunia Well Site clean-up. We included these charges/(credits) in asset impairment and other charges, net on our Consolidated Statements of Income. The estimates are between $13.7$13.4 million and $28.7 million. The estimate on which our accrual is based, totals $13.7$13.4 million. As of June 29, 2018,28, 2019, we recorded $13.4$13.1 million included in other noncurrent liabilities and $0.3 million included in accounts payable and accrued expenses in theour Consolidated Balance Sheets for the Kunia Well Site clean-up, which we expect to expend in the next 12 months.clean-up. We expect to expend approximately $0.3 million in 2018,2019, $1.1 million in each year from 2019 through2020, $1.0 million in 2021 and $0.9 million in 2022.each of the years 2022 and 2023, and the remaining amounts to be expended in subsequent years.


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 are 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.



Business Litigation

On March 14, 2019, we settled a business transaction litigation matter for $17.0 million in our favor. The settlement resulted in a gain of approximately $16.7 million, net of $0.3 million in litigation expenses and is included in other income, net on our Consolidated Statements of Operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)



1412.  Earnings Per Share
 
Basic and diluted net income per ordinary share is calculated as follows (U.S. dollars in millions, except share and per share data):
 
 Quarter ended Six months ended
 June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018
Numerator:       
Net income (loss) attributable to Fresh Del Monte
Produce Inc.
$38.1
 $(7.9) $74.2
 $33.6
        
Denominator: 
  
    
Weighted average number of ordinary shares -
Basic
48,533,444
 48,753,227
 48,540,571
 48,767,411
Effect of dilutive securities - share-based
employee options and awards
48,691
 —
 84,385
 244,986
Weighted average number of ordinary shares -
Diluted
48,582,135
 48,753,227
 48,624,956
 49,012,397
        
Antidilutive awards (1)
162,922
 739,106
 162,922
 30,562
        
Net income (loss) per ordinary share attributable to Fresh Del Monte Produce Inc.: 
  
  
  
Basic$0.79
 $(0.16) $1.53
 $0.69
Diluted$0.78
 $(0.16) $1.53
 $0.69

 Quarter ended Six months ended
 June 29,
2018		 June 30,
2017		 June 29,
2018		 June 30,
2017
Numerator:       
Net (loss) income attributable to Fresh Del Monte
Produce Inc.
$(7.9) $69.2
 $33.6
 $115.6
        
Denominator: 
  
    
Weighted average number of ordinary shares -
Basic
48,753,227
 50,572,056
 48,767,411
 50,895,738
Effect of dilutive securities - share-based
employee options and awards
—
 360,309
 244,986
 404,959
Weighted average number of ordinary shares -
Diluted
48,753,227
 50,932,365
 49,012,397
 51,300,697
        
Antidilutive awards (1)
739,106
 96,526
 30,562
 96,526
        
Net (loss) income per ordinary share attributable to Fresh Del Monte Produce Inc.: 
  
  
  
Basic$(0.16) $1.37
 $0.69
 $2.27
Diluted$(0.16) $1.36
 $0.69
 $2.25


(1) 
Certain unvested RSUs and PSUs are not included in the calculation of net income per ordinary share because the effect would have been antidilutive.


Refer to Note 2018, “Shareholders’ Equity”, for disclosures related to the stock repurchase program and retired shares.






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1513.  Retirement and Other Employee Benefits
 
The following table sets forth the net periodic benefit costs of our defined benefit pension plans and post-retirement benefit plans (U.S. dollars in millions):
 
Quarter ended Six months endedQuarter ended Six months ended
June 29,
2018		 June 30,
2017		 June 29,
2018		 June 30,
2017		June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018
Service cost$1.5
 $1.4
 $3.0
 $2.8
$1.4
 $1.5
 $2.8
 $3.0
Interest cost1.6
 1.5
 3.2
 3.1
1.7
 1.6
 3.4
 3.2
Expected return on assets(0.9) (0.9) (1.8) (1.7)(0.8) (0.9) (1.6) (1.8)
Amortization of net actuarial loss0.2
 0.3
 0.4
 0.6
0.1
 0.2
 0.2
 0.4
Net periodic benefit costs$2.4
 $2.3
 $4.8
 $4.8
$2.4
 $2.4
 $4.8
 $4.8




We provide certain other retirement benefits to certain employees who are not U.S.-based and are not included above. Generally, benefits under these programs are based on an employee’s length of service and level of compensation. These programs are immaterial to our consolidated financial statements. The net periodic benefit costs related to other non-U.S.-based plans is $0.8 million for the quarter ended June 28, 2019 and $0.7 million for the quarter ended June 29, 2018 and $0.9 million for the quarter ended June 30, 2017.2018. The net periodic benefit costcosts related to other non-U.S.-based plans is $1.6 million for the six months ended June 28, 2019 and $1.4 million for the six months ended June 29, 2018 and $1.5 million for the six months ended June 30, 2017.2018.


We have adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost regarding the presentation of components of net periodic pension costs. Service costs are presented in the same line item in the Consolidated Statements of Income 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 Income in other expense, net. Other net periodic benefit costs of $0.9 million for the quarter ended June 29, 2018 and $1.8 million for the six months ended June 29, 2018 were reclassified from operating income and are included in other expense, net on the Consolidated Statements of Income. We utilized the practical expedient provided in this ASU and did not reclassify the net periodic pension costs for the quarter and six months ended June 30, 2017. The impact would have been $0.9 million for the quarter ended June 30, 2017 and $2.0 million for the six months ended June 30, 2017 of other net periodic benefit costs reclassified out of operating income and included in other expense, net in the Consolidated Statements of Income. The reclassification of amounts related to other non-U.S.-based plans is immaterial for the quarter and six months ended June 29, 2018 and June 30, 2017.








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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


1614.  Business Segment Data
 
We are principally engaged in one major line of business, the production, distribution and marketing of bananas, other fresh produce and prepared food.value-added products and bananas. Our products are sold in markets throughout the world with our major producing operations located in North, Central and South America, Europe, Asia and Africa.
 
Our operations are aggregated into businessDuring March 2019, we changed our reportable segments to reflect the manner in which we manage our business. Based on changes to our organization structure and how our Chief Operating Decision Maker “CODM” reviews operating results and makes decisions about resource allocations. We have two reportable segments that represent our primary businesses which include fresh and value-added products and bananas. We also have other products and services segment which includes our ancillary businesses. Prior period amounts were adjusted retrospectively to reflect the basis ofchanges in our products: bananas, other fresh producesegment data.

Fresh and prepared food. Other fresh producevalue-added products includes pineapples, melons, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), avocados, fresh-cut products, other fruit and vegetables, a third-party ocean freight business, a plastic product,avocados, fresh-cut fruit and a box manufacturing business. Prepared food includesvegetables, prepared fruit and vegetables, juices, other beverages, snacks,prepared meals and snacks. Other products and services includes poultry and meat products.products, a plastic product business and a third-party freight services.
 
We evaluate performance based on several factors, of which net sales and gross profit by product are the primary financial measures (U.S. dollars in millions):
 Quarter ended 
 June 28, 2019 June 29, 2018 
Segments:Net Sales Gross Profit Net Sales Gross Profit 
Fresh and value-added products$764.3
 $58.1
 $780.7
 $51.3
 
Banana440.0
 35.0
 457.8
 23.8
 
Other products and services35.1
 3.2
 33.9
 3.2
 
Totals$1,239.4
 $96.3
 $1,272.4
 $78.3
 
         
 Six months ended 
 June 28, 2019 June 29, 2018 
Segments:Net Sales Gross Profit Net Sales Gross Profit 
Fresh and value-added products$1,454.3
 $119.5
 $1,397.3
(1 
) 
$102.6
(1 
) 
Banana871.5
 68.0
 910.9
 75.9
 
Other products and services67.8
 2.1
 70.3
 6.3
 
Totals$2,393.6
 $189.6
 $2,378.5
 $184.8
 

 Quarter ended
 June 29, 2018 June 30, 2017
Segments:Net Sales Gross Profit Net Sales Gross Profit
Other fresh produce$721.0
 $46.9
 $568.1
 $55.0
Banana457.8
 23.8
 499.5
 58.1
Prepared food93.6
 7.6
 79.5
 10.1
Totals$1,272.4
 $78.3
 $1,147.1
 $123.2
        
 Six months ended
 June 29, 2018 June 30, 2017
Segments:Net Sales Gross Profit Net Sales Gross Profit
Other fresh produce$1,295.0
 $93.6
 $1,074.3
 $103.4
Banana910.9
 75.9
 944.6
 93.1
Prepared food172.6
 15.3
 160.6
 25.8
Totals$2,378.5
 $184.8
 $2,179.5
 $222.3


Quarter ended Six months endedQuarter ended Six months ended 
Net Sales by geographic region:June 29, 2018June 30, 2017 June 29, 2018 June 30, 2017June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018		 
North America$814.8
 $655.5
 $1,478.3
 $1,256.9
$816.8
 $814.8
 $1,565.6
 $1,478.3
(1) 
Europe175.8
 192.7
 369.9
 367.2
171.2
 175.8
 342.5
 369.9
 
Asia131.1
 135.8
 251.8
 248.4
 
Middle East126.0
 147.8
 241.9
 270.7
109.3
 126.0
 207.1
 241.9
 
Asia135.8
 138.5
 248.4
 251.7
Other20.0
 12.6
 40.0
 33.0
11.0
 20.0
 26.6
 40.0
 
Totals$1,272.4
 $1,147.1
 $2,378.5
 $2,179.5
$1,239.4
 $1,272.4
 $2,393.6
 $2,378.5
 


Our North America region included(1) Includes Net Sales of $197.5 million and Gross Profit of $17.9 million for the followingperiod from February 27, 2018 to June 29, 2018 related to Mann Packing. Refer to Note 4, “Acquisition”, for further discussion on the Mann Packing results:acquisition.

 Quarter ended Period from February 27, 2018 to June 29, 2018
 June 29, 2018
Segments:Net Sales Gross Profit Net Sales Gross Profit
Other fresh produce$132.4
 $10.7
 $178.7
 $14.3
Prepared foods13.8
 2.2
 18.8
 3.6
Totals$146.2
 $12.9
 $197.5
 $17.9

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


Refer to Note 5, “Acquisitions”, for further discussion on the Mann Packing acquisition.14.  Business Segment Data (continued)

The following table indicates our net sales by product:

 Quarter ended Six months ended
 June 28,
2019		 June 29,
2018		 June 28,
2019		 June 29,
2018
Fresh and value-added products:               
Fresh-cut fruit147.0
 12% 146.9
 12% 265.6
 11% 264.7
 11%
Fresh-cut vegetables121.4
 10% 125.2
 10% 243.9
 10% 187.8
 8%
  Gold pineapples126.1
 10% 139.4
 11% 237.4
 10% 259.5
 11%
  Avocados124.9
 10% 95.1
 7% 213.5
 9% 179.2
 8%
  Non-tropical fruit69.5
 6% 86.5
 7% 130.9
 6% 152.6
 6%
Prepared foods66.8
 5% 68.2
 5% 132.5
 6% 123.2
 5%
  Melons25.0
 2% 34.3
 3% 69.7
 3% 85.5
 4%
  Tomatoes15.4
 1% 19.0
 1% 28.9
 1% 35.1
 2%
  Vegetables40.6
 3% 38.7
 3% 79.3
 3% 57.6
 2%
  Other fruit and vegetables27.6
 2% 27.4
 2% 52.6
 2% 52.1
 2%
Total fresh and value-added products$764.3
 61% $780.7
 61% $1,454.3
 61% $1,397.3
 59%
Banana440.0
 36% 457.8
 36% $871.5
 36% $910.9
 38%
Other products and services35.1
 3% 33.9
 3% $67.8
 3% $70.3
 3%
Totals$1,239.4
 100%
$1,272.4
 100% $2,393.6
 100% $2,378.5
 100%


1715.  Derivative Financial Instruments
 
Our derivative financial instruments reduce our exposure to fluctuations in foreign exchange rates and variable interest rates. We predominantly designate our derivative financial instruments as cash flow hedges.
 
Counterparties expose us to credit loss in the event of non-performance on hedges. We monitor our exposure to counterparty non-performance risk both at inception of the hedge and at least quarterly thereafter.


Because of the high degree of effectiveness between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the cash flows or fair value of the underlying exposures being hedged.  In addition, we perform an assessment of hedge effectiveness, both at inception and at least quarterly thereafter, to determine whether the financial instruments that are used in hedging transactions are effective at offsetting changes in the cash flows or fair value of the related underlying exposures. 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.
 











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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

15.  Derivative Financial Instruments (continued)

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 net liability position above a certain threshold. There are derivative instruments with a credit-risk-related contingent feature that are in a liability position on June 29, 2018,28, 2019, however they are immaterial to our financial condition and results of operation. As of June 29, 2018,28, 2019, no triggering event has occurred and thus we are not required to post collateral. If the credit-risk-related contingent features underlying these agreements were triggered on June 29, 2018,28, 2019, we would not be required to post collateral to the counterparty, because the collateralization threshold has not been met.


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.
 
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. Our foreign currency hedges were entered into for the purpose of hedging portions of our 20182019 and 2020 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 June 29, 201828, 2019 (in millions):
 
Foreign currency contracts qualifying as cash flow hedges: Notional amount
Euro EUR 69.181.7

British pound GBP 3.43.7

Japanese yen JPY 599.75,024.6
Philippine pesoPHP3.2

Korean won KRW 13,183.714,985.6






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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


17.15.  Derivative Financial Instruments (continued)


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. 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.


Gains or losses on interest rate swaps are recorded in other comprehensive income and will be subsequently reclassified into earnings as interest expense as the interest expense on debt is recognized in earnings. At June 29, 2018,28, 2019, the notional value of interest rate contracts outstanding was $400$400.0 million, $200$200.0 million maturing in 2024 and the remaining $200$200.0 million maturing in 2028. Refer to Note 12,10, “Long-Term Debt and CapitalFinance Lease Obligations.”


The following table reflects the fair values of derivative instruments, which are designated as level 2 in the fair value hierarchy, as of June 29, 201828, 2019 and December 29, 201728, 2018 (U.S. dollars in millions):
 
Derivatives designated as hedging instruments (1)
Derivatives designated as hedging instruments (1)
Foreign exchange contracts Interest rate swaps TotalForeign exchange contracts Interest rate swaps Total
Balance Sheet location:
June 29, 2018 (2)
 December 29,
2017		 June 29, 2018 December 29,
2017		 June 29, 2018 December 29,
2017
June 28,
2019 (2)
 December 28,
2018		 June 28,
2019		 December 28,
2018		 June 28,
2019		 December 28,
2018
Asset derivatives:                      
Prepaid expenses and other current assets$3.5
 $—
 $—
 $—
 $3.5
 $—
$3.0
 $1.6
 $—
 $—
 $3.0
 $1.6
Other long-term receivables—
 —
 0.3
 —
 0.3
 —
Total asset derivatives$3.5
 $—

$0.3
 $—
 $3.8
 $—
$3.0
 $1.6

$—
 $—
 $3.0
 $1.6
                      
Liability derivatives: 
  
     

   
  
     

  
Accounts payable and accrued expenses$—
 $1.4
 $—
 $—
 $—
 $1.4
$0.4
 $0.8
 $—
 $—
 $0.4
 $0.8
Other long-term liabilities—
 —
 2.3
 —
 2.3
 —
—
 —
 28.9
 7.6
 28.9
 7.6
Total liability derivatives$—
 $1.4
 $2.3
 $—
 $2.3
 $1.4
$0.4
 $0.8
 $28.9
 $7.6
 $29.3
 $8.4


(1) See Note 18,16, "Fair Value Measurements", for fair value disclosures.
(2) We expect that $3.5$2.6 million of the net fair value of hedges recognized as a net gain in accumulated other comprehensive income ("AOCI") will be transferred to earnings during the next 12 months and the remaining net loss of $2.0$28.9 million in AOCI over a period of 10 years, along with the earnings effect of the related forecasted transactions.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


17.15.  Derivative Financial Instruments (continued)


The following table reflects the effect of derivative instruments on the Consolidated Statements of IncomeOperations for the quarters and six months ended June 29, 201828, 2019 and June 30, 201729, 2018 (U.S. dollars in millions):
 
 
Derivatives in effective cash flow
hedging relationships
Amount of gain (loss) recognized in other
comprehensive income on derivatives
(effective portion)		 Location of (loss) income
reclassified
from AOCI into
income (effective
portion)		Amount of (loss) income reclassified from
AOCI into income (effective portion)
 Quarter ended  Quarter ended
 June 28,
2019		 June 29,
2018		  June 28,
2019		 June 29,
2018
Foreign exchange
contracts		$(2.2) $6.0
 Net sales$1.7
 $0.9
Foreign exchange
contracts		0.1
 0.7
 Cost of products sold0.5
 0.1
Interest rate swaps(12.1) (2.0) Interest expense(0.4) (0.1)
Total$(14.2) $4.7
  $1.8
 $0.9
         
 Six months ended  Six months ended
 June 28,
2019		 June 29,
2018		  June 28,
2019		 June 29,
2018
Foreign exchange
contracts		$1.0
 $4.2
 Net sales$2.4
 $0.2
Foreign exchange
contracts		0.8
 0.7
 Cost of products sold0.6
 0.3
Interest rate swaps(21.3) (2.0) Interest expense(0.7) (0.1)
Total$(19.5) $2.9
  $2.3
 $0.4

 
Derivatives in effective cash flow
hedging relationships
Amount of (loss) gain recognized in other
comprehensive income on derivatives
(effective portion)		 Location of (loss) income
reclassified
from AOCI into
income (effective
portion)		Amount of (loss) income reclassified from
AOCI into income (effective portion)
 Quarter ended  Quarter ended
 June 29,
2018		 June 30,
2017		  June 29,
2018		 June 30,
2017
Foreign exchange
contracts		$6.0
 $(4.1) Net sales$0.9
 $0.5
Foreign exchange
contracts		0.7
 0.3
 Cost of products sold0.1
 0.1
Interest rate swaps(2.0) —
 Interest expense(0.1) —
Total$4.7
 $(3.8)  $0.9
 $0.6
         
 Six months ended  Six months ended
 June 29,
2018		 June 30,
2017		  June 29,
2018		 June 30,
2017
Foreign exchange
contracts		$4.2
 $(5.9) Net sales$0.2
 $1.6
Foreign exchange
contracts		0.7
 (0.5) Cost of products sold0.3
 0.3
Interest rate swaps(2.0) —
 Interest expense(0.1) —
Total$2.9
 $(6.4)  $0.4
 $1.9




1816.  Fair Value Measurements
 
We measure fair value for financial instruments, such as derivatives and equity securities, 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.assets.  Fair value is measured in accordance with the ASC on “Fair Value Measurements and Disclosures.”  The ASC on “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value.
 

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18.  Fair Value Measurements (continued)

Derivative Instruments
 
We may choose to mitigate the risk of fluctuations in currency exchange rates and interest rates on our results of operations and financial condition by entering into foreign currency and interest rate swap cash flow hedges.  We account for the fair value of the related hedge contracts as prepaid expenses and other current assets, other non-current assets, accounts payable and accrued expenses or other non-current liabilities.  We use an income approach to value our outstanding foreign currency and interest rate hedges. An income approach consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contract using current market information as of the measurement date such as foreign currency, spot and forward rates, interest rates and interest rate curves.  Additionally, we include an element of default risk based on observable inputs into the fair value calculation. Due to the fact that certain inputs to fair value these derivative instruments can be observed, they are classified as Level 2.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

16.  Fair Value Measurements (continued)

The following table provides a summary of the fair values of assets and liabilities measured on a recurring basis under the ASC on “Fair Value Measurements and Disclosures” (U.S. dollars in millions):

 Fair value measurements
 Foreign currency forward contracts, net asset (liability) Interest rate contracts, net (liability) asset
 June 28,
2019		 December 28,
2018		 June 28,
2019		 December 28,
2018
Quoted prices in active markets for identical assets (Level 1)$—
 $—
 $—
 $—
Significant observable inputs (Level 2)2.6
 0.8
 (28.9) (7.6)
Significant unobservable inputs (Level 3)—
 —
 —
 —
 Fair value measurements
 Foreign currency forward contracts, net asset (liability) Interest rate contracts, net liability
 June 29,
2018		 December 29,
2017		 June 29, 2018 December 29,
2017
Quoted prices in active markets for identical assets (Level 1)$—
 $—
 $—
 $—
Significant observable inputs (Level 2)3.5
 (1.4) (2.0) —
Significant unobservable inputs (Level 3)—
 —
 —
 —

 
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.
 
Capital lease obligations:Finance and Operating leases: The carrying value of our capital lease obligationsfinance leases reported in the Consolidated Balance Sheets approximates their fair value based on current interest rates, which contain an element of default risk.  The fair value of our capital lease obligationsfinance leases is estimated using Level 2 inputs based on quoted prices for those or similar instruments.
For the operating leases 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. Refer to Note 12,10, “Long-Term Debt and CapitalFinance Lease Obligations.Obligations” and Note 9, "Leases."
 
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 12,10, “Long-Term Debt and CapitalFinance Lease Obligations.”



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18.  Fair Value Measurements (continued)


Fair Value of Non-Financial Assets


The purchase price allocation for the Mann Packing acquisition reflected in the accompanying financial statements is preliminary and is based upon estimates and assumptions that are subject to change within the measurement period. The measurement period remains open pending the completion of valuation procedures related to the acquired tangible and intangible assets and assumed liabilities. The $328.8includes $162.0 million allocated to goodwill representsrepresenting the excess of the purchase price over the preliminaryfair values of assets acquired and liabilities assumed and is subject to revision. The fair value of the net assets acquired are estimated using Level 3 inputs based on unobservable inputs. Referinputs except for items such as working capital which are valued using Level 2 inputs due to Note 5, "Acquisitions"mix of quoted prices for further discussion onsimilar instruments and cash and cash equivalents valued as Level 1 due to its highly liquid nature. We primarily utilized the acquisitioncost approach for the valuation of Mann Packing.the personal and real property. For the definite-lived intangible assets including customer list intangibles and trade names and trademark were valued primarily using an income approach methodology.



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16.  Fair Value Measurements (continued)

The Mann Packing acquisition includes a put option exercisable by the 25% shareholder of one of the acquired subsidiaries. The put option allows the noncontrolling owner to sell his 25% noncontrolling interest to us for a multiple of the subsidiary's adjusted earnings. As the put option is outside of our control, the estimated value of the 25% noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on our Consolidated Balance Sheets. The fair value of the redeemable noncontrolling interest and put option at the acquisition date was valued based on a mix of the income approach for determining the value of the redeemable noncontrolling interest and market approach for determining the most advantageous redemption point for the put option using a Monte Carlo simulation method. The fair value assigned to this interest is subject to change and is pending completion and is estimated using Level 3 inputs based on unobservable inputs. Refer to Note 7, “Redeemable Noncontrolling Interests”,4 "Acquisition" for further discussion on the redeemable noncontrolling interests.acquisition of Mann Packing and also refer to further information regarding the Mann Packing acquisition in the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2018.


The fair value of the banana reporting unit's goodwill and the prepared food unit's remaining trade names and trademarks are highly 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. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's trade names and trademarks in our notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2017.28, 2018.



As of June 28, 2019, we have $26.4 million of property, plant and equipment meeting the criteria of assets held for sale primarily related to the discontinuance of tomato production assets including land, buildings and machinery and equipment in the United States in the fresh and value-added products segment. These assets are recognized at the lower of cost or fair value less cost to sell. During the quarter ended June 28, 2019, we received proceeds of $21.8 million from the sale of certain tomato lands and recorded a gain on disposal of property, plant and equipment, net of $5.7 million.


The Company recorded asset impairment and other charges during the quarter ended June 28, 2019, that do not fall under the scope of fair value measurement. Refer to Note 3, "Asset Impairment and Other Charges, Net".

The following is a tabular presentation of the non-recurring fair value measurements recorded during the first six months of 2019, along with the level within the fair value hierarchy in which the fair value measurement in their entirety fall (U.S. dollars in millions):

28
 Fair value measurements for the six months ended June 28, 2019
 Total Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		 Significant Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)
Equity Investment$1.4
 $—
 $—
 $1.4
 $1.4
 $—
 $—
 $1.4


During the first quarter of 2019, we had a charge of $2.8 million in asset impairment and other charges, net related to an equity investment of $4.2 million in Purple Carrot. We calculated the fair value of $1.4 million using the 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. During the second quarter of 2019, we sold the equity investment in Purple Carrot, and we also had an additional charge of $0.1 million in asset impairment and other charges, net related to the sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


1917.  Accumulated Other Comprehensive Income (Loss) Income


The following table includes the changes in accumulated other comprehensive (loss) income attributable to U.S. by component under the ASC on “Comprehensive Income” (U.S. dollars in millions):
Changes in accumulated other comprehensive (loss) income by component (1)
Changes in accumulated other comprehensive income (loss) by component (1)
Six months ended June 29, 2018Six months ended June 28, 2019
Changes in fair Value of Effective cash Flow hedges Foreign Currency Translation Adjustment Retirement Benefit Adjustment Total
       
Balance at December 28, 2018$(5.8) $(14.9) $(20.9) $(41.6)
Other comprehensive (loss) before       
reclassifications(14.5)
(3) 
(0.3)
(2) 
(0.2) (15.0)
Amounts reclassified from accumulated       
other comprehensive (loss) income(2.3) —
 0.3
 (2.0)
Net current period other comprehensive       
(loss)(16.8) (0.3) 0.1
 (17.0)
Balance at June 28, 2019$(22.6) $(15.2) $(20.8) $(58.6)
Changes in fair value of effective cash flow hedges Foreign currency translation adjustment Retirement benefit adjustment Total       
       Six months ended June 29, 2018
Balance at December 29, 2017$(1.4) $(6.7) $(22.5) $(30.6)$(1.4) $(6.7) $(22.5) $(30.6)
Other comprehensive income (loss)              
before reclassifications3.3
 (4.8)
(2) 
0.1
 (1.4)3.3
 (4.8)
(2) 
0.1

(1.4)
Amounts reclassified from accumulated              
other comprehensive (loss) income(0.4) —
 0.4
 —
(0.4) —
 0.4
 —
Net current period other comprehensive              
income (loss)2.9
 (4.8) 0.5
 (1.4)2.9
 (4.8) 0.5
 (1.4)
Balance at June 29, 2018$1.5
 $(11.5) $(22.0) $(32.0)$1.5
 $(11.5) $(22.0) $(32.0)
       
Six months ended June 30, 2017
Balance at December 30, 2016$5.4
 $(25.4) $(24.2) $(44.2)
Other comprehensive (loss) income       
before reclassifications(4.5) 11.1
(2) 
(0.3)
6.3
Amounts reclassified from accumulated       
other comprehensive (loss) income(1.9) —
 0.6
 (1.3)
Net current period other comprehensive       
(loss) income(6.4) 11.1
 0.3
 5.0
Balance at June 30, 2017$(1.0) $(14.3) $(23.9) $(39.2)


(1) All amounts are net of tax and noncontrolling interest.
(2) Includes a gain of $2.2 million and a loss of $1.0 million for the six months ended June 29, 201828, 2019 and a gain of $4.0 million for the six months ended June 30, 201729, 2018, on intra-entity foreign currency transactions that are of a long-term-investment nature; there was less than $0.1nature.
(3) Includes a tax effect of $2.8 million gain for the six months ended June 29, 2018 and there was less than $0.1 million loss for the six months ended June 30, 2017 related to noncontrolling interest.28, 2019.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


19.17.  Accumulated Other Comprehensive Income (Loss) Income (continued)


The following table includes details about amounts reclassified from accumulated other comprehensive (loss) income by component
(U.S. dollars in millions):
  
Amount reclassified from accumulated
 other comprehensive income (loss)
  
  June 28, 2019 June 29, 2018  
Details about accumulated other comprehensive income (loss) components Quarter ended Six months ended Quarter ended Six months ended Affected line item in the statement where net income is present
Changes in fair value of effective cash flow hedges:        
Foreign currency cash flow hedges $(1.7) $(2.4) $(0.9) $(0.2) Net sales
Foreign currency cash flow hedges (0.5) (0.6) (0.1) (0.3) Cost of products sold
Interest rate swaps 0.4
 0.7
 0.1
 0.1
 Interest expense
Total $(1.8) $(2.3) $(0.9) $(0.4)  
           
Amortization of retirement benefits:          
Actuarial losses (1)
 0.1
 0.3
 0.2
 0.4
 Other expense, net
Total $0.1
 $0.3
 $0.2
 $0.4
  

  Amount reclassified from accumulated other comprehensive (loss) income  
  June 29, 2018 June 30, 2017  
Details about accumulated other comprehensive (loss) income components Quarter ended Six months ended Quarter ended Six months ended Affected line item in the statement where net income is present
Changes in fair value of effective cash flow hedges:        
Foreign currency cash flow hedges $(0.9) $(0.2) $(0.5) $(1.6) Sales
Foreign currency cash flow hedges (0.1) (0.3) (0.1) (0.3) Cost of sales
Interest rate swaps 0.1
 0.1
 —
 —
 Interest expense
Total $(0.9) $(0.4) $(0.6) $(1.9)  
           
Amortization of retirement benefits:          
Actuarial losses $—
 $—
 $0.2
 $0.4
 Cost of sales
Actuarial losses —
 —
 0.1
 0.2
 Selling, general and administrative expenses
Actuarial losses 0.2
 0.4
 —
 —
 Other expenses
Total $0.2
 $0.4
 $0.3
 $0.6
  
(1) Refer to Note 13, "Retirement and Other Employee Benefits" for additional information on reclassification of certain net periodic pension costs due to adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost regarding the presentation of components of net periodic pension costs.


20
18.  Shareholders’ Equity
 
Our shareholders have authorized 50,000,000 preferred shares at $0.01 par value, of which none are issued or outstanding at June 29, 2018,28, 2019, and 200,000,000 ordinary shares of common stock at $0.01 par value, of which 48,779,30748,301,093 are issued and outstanding at June 29, 201828, 2019.
 
Ordinary share activity is summarized as follows:
 Six months ended
 June 28,
2019		 June 29,
2018
Ordinary shares issued (retired) as a result of:   
Stock option exercises18,250
 36,500
Restricted stock grants33,721
 21,304
Restricted and performance
stock units		172,395
 180,254
Ordinary shares
repurchased and retired		(365,569) (218,232)

 Six months ended
 June 29,
2018		 June 30,
2017
Ordinary shares issued (retired) as a result of:   
Stock option exercises36,500
 6,500
Restricted stock grants21,304
 14,294
Restricted and performance
stock units		180,254
 137,287
Ordinary shares
repurchased and retired		(218,232) (1,310,900)


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)


20.18.  Shareholders’ Equity (continued)


On July 29, 2015,February 21, 2018, our Board of Directors approved a three-year stock repurchase program of up to $300 million of our ordinary shares. An additional $300 million repurchase program was approved on February 21, 2018 which expires on February 21, 2021. We have repurchased $250.2$28.8 million of ordinary shares, or 6,247,445877,869 ordinary shares, under the aforementioned repurchase programsprogram and retired all the repurchased shares. As of June 29, 201828, 2019, we have a maximum dollar value of $349.8$271.2 million shares that we can purchase under the approved stock repurchase programs.program.


Subsequent to the quarter ended June 29, 2018,28, 2019, we repurchased no356,549 ordinary shares.shares for $8.7 million with an average price per share of $24.35.


Dividend activity is summarized as follows:
Six months ended
 June 29, 2018
 Dividend Date Cash Dividend Declared, per Ordinary Share
 June 1, 2018 $0.150
 March 30, 2018 $0.150

Six months ended
June 29, 2018 June 30, 2017
Dividend Date Cash Dividend Declared, per Ordinary Share Dividend Date Cash Dividend Declared, per Ordinary Share
June 1, 2018 $0.150
 June 2, 2017 $0.150
March 30, 2018 $0.150
 March 31, 2017 $0.150


We paid $14.6no dividends in the six months ended June 28, 2019 and $14.6 million in dividends in the six months ended June 29, 2018 and $15.2 million in dividends in the six months ended June 30, 2017.2018.



Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations
 
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 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. Production operations are aggregated on

Following our acquisition of Mann Packing, integrated during 2018, and the basisrealignment of our products: bananas,business strategy to increase focus on our fresh and value-added products business as well as our core banana business we changed our reportable segments during March 2019 to better reflect the manner in which we manage our business.  Based on changes to our organization structure and how our Chief Operating Decision Maker reviews operating results and makes decisions about resource allocations, we have two reportable segments that represent our primary businesses which include banana and fresh and value-added products.  We also have the other fresh produceproducts and prepared foods.  Other fresh produceservices segment which includes our ancillary businesses.  Prior period amounts were adjusted retrospectively to reflect the changes in our segment data.

Fresh and value-added products include pineapples, melons, tomatoes, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), avocados, fresh-cut produce and other fruit and vegetables, a plastic product,avocados, fresh-cut fruit and a box manufacturing business and third-party ocean freight services. Prepared food includesvegetables, prepared fruit and vegetables, juices, other beverages, snacks,prepared meals and snacks. Other products and services includes poultry and meat products.products, a plastic product business and a third-party freight services.



Liquidity and Capital Resources
 
Net cash provided by operating activities was $65.0 million for the first six months of 2019 compared with $162.3 million for the first six months of 2018, compared with net cash provided by operating activities of $173.9 million for the first six months of 2017, a decrease of $11.6$97.3 million. The decrease in net cash provided by operating activities was principallyprimarily attributable to lower net income and higher prepaid expenses and other current assets, partially offset by higher levelsbalances of accounts payable and accrued expenses and lower inventory. Prepaid expenses and other current assets increasedprincipally as a result of higher prepaid taxes in the United States. Accounts payable and accrued expenses increased primarilypayments to vegetable growers due to improvements in cash management. The decrease in inventory was principally attributable to lower levels of growing crops and canned prepared food inventorytiming combined with lower bananaother changes in operating assets and pineapple pricing which lowered the valueliabilities, partially offset by higher net income.
At June 28, 2019, we had a negative working capital of our ending finished goods inventory.

Working capital was $591.0$105.7 million at June 29, 2018 compared with $626.0working capital of $552.8 million at December 29, 2017,28, 2018, a decrease of $35.0$658.5 million. The decrease in working capital iswas principally due to higherthe reclassification of our credit facility of $639.6 million from long-term debt to current maturities of debt due to the facility maturity date of April 15, 2020. Also contributing to the decrease in working capital were lower levels of finished goods and growing crop inventories primarily due to seasonal variations and lower levels of assets held for sale and prepaid expenses and other current assets. Partially offsetting these decreases were lower accounts payable and accrued expenses and lower inventory balances, partially offset by higher cash and cash equivalents, higher trade accounts receivablesreceivables. The decrease in accounts payable and accrued expenses was primarily due to higher prepaid expenses and other current assets.payments to vegetable growers in California during the first six months of 2019. The increase in trade accountsaccount receivable wasis primarily due to the Mann Packing acquisition.seasonality.


Net cash used in investing activities for the first six months of 20182019 was $451.1$41.5 million compared with $69.0$451.1 million for the first six months of 2017. 2018. Net cash used in investing activities for the first six months of 2019 consisted of capital expenditures of $70.2 million, partially offset by proceeds from sales of property, plant and equipment of $28.0 million and proceeds from the sale of an investment of $0.7 million. Capital expenditures for the first six months of 2019 consisted primarily of expenditures for the construction of a new production facility in California related to our fresh-cut and prepared vegetables categories, a new avocado packing and sorting facility in Mexico, a new fresh-cut fruit facility in Japan and progress payments for the construction of six new refrigerated container ships. Also included in capital expenditures during the first six months of 2019 were expansion and improvements to our banana and pineapple operations in Central America and the Philippines, expansion and improvements to production and distribution facilities in North America, Kenya and the Middle East related to our fresh and value-added products business segment. Proceeds from sale of property, plant and equipment for the first six months of 2019 consisted primarily of the sale of a refrigerated vessel and surplus land in Florida.

Net cash used in investing activities for the first six months of 2018 consisted of capital expenditures of $81.8 million, purchase of businessesa business of $373.3 million and investments in unconsolidated companies of $4.2 million, partially offset by proceeds from salessale of property, plant and equipment of $8.2 million. Capital expenditures for the first six months of 2018 consisted primarily of $29.1 million of initial payments for the building on five of fivesix new refrigerated container ships; expansion and improvements of our distribution and fresh-cut fruit and vegetable facilities in North America related to the other fresh produce and banana segments; expansion and improvements to our production operations in Costa Rica, Chile and Jordan related to the other fresh produce

segment; expansion and improvements to our banana operations in the Philippines and Central America; and expansion and improvements to our production facilities in the Middle East and Europe related to the prepared food and other fresh produce segments. Investments in unconsolidated companies is comprised of a 10% equity interest in Three Limes, Inc., d/b/a The Purple Carrot, a privately-held company providing plant-based meal kits in North America ("Purple Carrot"). Purchase of a business relates to the purchase of Mann Packing Company, Inc and subsidiaries ("Mann Packing") and a small herb farm in Jordan. Proceeds from sale of property, plant and equipment for the first six months of 2018 consisted primarily of the sale of surplus land in the United Kingdom and other surplus equipment.

Net cash used in investing activities for the first six months of 2017 consisted of capital expenditures of $71.9 million, partially offset by proceeds from sales of property, plant and equipment of $2.9 million. Capital expenditures for the first six months of 2017 consisted primarily of expansion and improvements of our distribution and fresh-cut fruit facilities in North America related to the other fresh produce and banana segments; expansion and improvements to our banana operations in the Philippines and Central America; expansion and improvements to our production facilities in the Middle East and Kenya related to the prepared food and other fresh produce segments; and expansion and improvements to production facilities in Costa Rica and Chile in the other fresh produce segment. Proceeds from sale of property, plant and equipment for the first six months of 2017 consisted primarily of the sale of surplus shipping equipment and other surplus equipment.


On February 26, 2018, we acquired Mann Packing by purchasing all of its outstanding capital stock for an aggregate consideration of $372.9$357.2 million, net of cash received. This acquisition was funded by a three-day promissory note of $229.7 million, entered into at the seller's request, and cash funded by borrowings under our existing credit facility of $143.2$127.5 million. The three-day promissory note was settled with cash on hand and additional borrowingborrowings under our credit facility.Credit Facility. Mann Packing is an award-

winningaward-winning innovator and leading grower, processor and supplier of a broad variety of fresh and value-added vegetable products in North America with annual sales of $535.8 million in 2017.America. Mann Packing's strength in the vegetable category, one of the fastest growing fresh food segments, will allowis allowing us to diversify our business, leverage our distribution network, and infrastructure and increase our market reach. In addition, this transaction is expected to provide us with synergies, enhancing our ability to better serve our combined customersthe following synergies:

Acceleration of expansion strategy at Mann Packing's key retailers and address consumers' needs for healthier products.channels;

On May 7, 2018, we acquired a 10% equity interest in Purple Carrot for $4.2 million Our investment was funded using operating cash flows and available borrowings under our Credit Facility. This investment builds on our commitment to seize growth opportunities that will further diversify our business, leverage our distribution network and infrastructure, and get healthful, fresh fruit and vegetable offerings in as many channels as possible.

In June 2018, we acquired a 70% interest in an herb farm in Jordan for $1.7 million as partImprovement of our diversification strategy. This acquisition was fundedaccess to key retailers and food service distribution;
Development of a forward distribution model to offer just-in-time delivery services nationwide by leveraging our North America distribution infrastructure to significantly broaden national coverage for our value-added vegetable products;
Procurement savings by leveraging product sourcing in North America and lower cost sourcing opportunities using operating cash flowsour infrastructure in Central America, in addition to enhanced packaging, materials, equipment and available borrowings underother consolidated component savings;
Expansion of Mann Packing's production capacity in the United States by leveraging our Credit Facility.existing facilities to improve Mann Packing's reach; and
•
Marketing and overhead synergies resulting from opportunities to pursue co-branding and better pricing potential utilizing the DEL MONTE® brand.


Net cash provided byused in financing activities for the first six months of 20182019 was $303.6$36.3 million compared with net cash used in financing activities of $100.5provided by $303.6 million for the first six months of 2017. 2018. Net cash used in financing activities for the first six months of 2019 consisted of net payments on debt of $24.7 million, distributions to noncontrolling interest, net, of $1.8 million, share-based awards settled in cash for taxes of $0.9 million and repurchase and retirement of ordinary shares of $9.2 million, partially offset by proceeds from stock options exercised of $0.3 million.
Net cash provided by financing activities for the first six months of 2018 consisted of net borrowings on long-term debt of $329.4 million and proceeds from stock options exercised of $0.8 million, partially offset by distributions to noncontrolling interest, net, of $1.8 million, share-basedstock-based awards settled in cash for taxes of $0.4 million, dividends paid of $14.6 million and repurchase and retirement of ordinary shares of $9.8 million.
Net cash used in financing activities for the first six months of 2017 consisted of net repayments on long-term debt of $6.4 million, distributions to noncontrolling interest, net, of $3.6 million, share-based awards settled in cash for taxes of $3.8 million, dividends paid of $15.2 million and repurchase and retirement of ordinary shares of $71.6 million, partially offset by proceeds from stock options exercised of $0.1 million.


On April 16, 2015, we entered into a five-year, $800.0 million syndicated senior unsecured revolving credit facility maturing on April 15, 2020 (the "Credit Facility") with Bank of America, N.A. as administrative agent and Merrill Lynch, Pierce, Fenner & Smith Inc. as sole lead arranger and sole book manager. Borrowings under the Credit Facility bear interest at a spread over the London Interbank Offer Rate ("LIBOR") that varies with our leverage ratio. The margin for LIBOR advances under the Credit Facility currently is 1.50%. The Credit Facility also includes a swing line facility, a letter of credit facility and a feature which allows, with bank approval, an increase in availability of up to an additional $300.0 million. On February 27, 2018, we exercised this option and increased the revolving borrowing capacity of the Credit Facility from $800.0 million to $1.1 billion. On September 27, 2018, we amended certain covenant ratios of our Credit Facility. All other terms of the Credit Facility substantially remained the same. As ofOn June 29,28, 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 fromunder our Credit Facility.

Certain covenants of our Credit Facility restrict the payment of dividends unless certain ratios are met. These ratios were not met as of the end of our 2018 fiscal year. Accordingly, our Board of Directors suspended the quarterly cash dividend.

Our Credit Facility matures on April 15, 2020 and represents our principal method of supplementing operating cash flows for our working capital and other liquidity requirements. We plan to refinance our Credit Facility during the third and fourth quarter of 2019. Our expectation is based on our history of earnings and positive cash flows along with our long-standing relationships with

our current bank group and our credit rating. There are no assurances that volatility and uncertainty in the global capital markets will not impair our ability to access these markets in terms that are favorable to us.

We intend to use the Credit Facility from time to time for general corporate purposes, which may include the repayment or refinancing of our existing indebtedness, working capital needs, capital expenditures, funding of possible acquisitions, possible share repurchases and satisfaction of other obligations.


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


At June 29, 2018,28, 2019, we had $688.5$639.6 million outstanding under the Credit Facility bearing interest at a per annum rate of 3.50%3.95%.  In addition, we pay a fee onan unused commitments under the Credit Facility.commitment fee.


The Credit Facility is unsecured as long as we maintain a certain leverage ratio and also requires us to comply with certain financial and other covenants, including limitations on capital expenditures, the amount of dividends that can be paid in the future, the amount and types of liens and indebtedness, material asset sales and mergers. As of June 29, 2018,28, 2019, we were in compliance with all of the financial and other covenants contained in the Credit Facility.


At June 29, 2018,28, 2019, we had $439.2$490.9 million available under committed working capital facilities, primarily under the Credit Facility.  At June 29, 2018,28, 2019, we had applied $10.5$8.4 million to the Rabobank and Bank of America letter of credit facility,facilities, in respect of certain contingent obligations and other governmental agencies and purchases of equipment and raw material guarantees and other trade related letters of credit.  We also had $18.6$17.5 million in other letters of credit and bank guarantees not included in the Rabobank or Bank of America letter of credit facilities.
 
As of June 29, 2018,28, 2019, we had $689.6$640.4 million of long-term debt and capital lease obligations,finance leases, including the current portion, consisting of $688.5 million outstanding under the Credit Facility and $1.1$639.6 million of capital lease obligations.current maturities of debt and $0.8 million of finance leases.


Based on our operating plan, combined with our available borrowing capacitylimit under our Credit Facility and our ability to renew the Credit Facility, we believe we will have sufficient resources to meet our cash obligations infor the foreseeable future.
 
As of June 29, 2018,28, 2019, we had cash and cash equivalents of $39.8$16.2 million.


During December 2017 and during the first six months of 2018, we entered into a definitive agreementsagreement for the building of six new refrigerated container ships for approximately $173.2 million. The agreements requireto be delivered commencing in 2020. We made payments of $36.4 million in 2018 and expect to make payments of approximately $36 million in 2018, $31.5$12.4 million in 2019, $85.1$105.8 million in 2020 and $20.6$20.7 million in 2021. This2021 for these six ships. The shipbuilding program will replaceis expected to lead to the replacement of our entire U.S. east coast fleet of vessels. We expect to fund these capital expenditures through operating cash flows and bank borrowings.
 
During the first six months of 2018,ended June 28, 2019, we paid approximately $1.6 million in termination benefits related to Chilean restructuring and $0.3$0.9 million in contract termination forterminations related to Philippines restructuring, and we expect to make the closureremaining payment of distribution centers in Europe in previous periods.$0.1 million during 2019. We do not expect additional paymentscharges related to Philippine and Chilean restructuring within a rangethe exit activities mentioned above that would significantly impact our results of $2.0 million to $4.0 million for both termination benefits and contract termination costs within the next 12 months.operations or financial condition.


In connection with a current examination of the tax returns in two foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $128.8$148.9 million (including interest and penalties) for tax years 2012 through 2015.2016. 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.  We will continue to vigorously contest the adjustments and expect to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process. We regularly assessesassess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of itsour 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.


On December 22, 2017, the Tax Cut and Jobs Act (the “Act”) was signed into law. In accordance with Staff Accounting Bulletin (“SAB”) 118, we recognized the estimated impact of this legislation as a component of income tax expense in our audited financial statements for the year ending December 29, 2017. SAB 118 allows for a measurement period, not to extend beyond one year from the enactment date, for companies to complete their accounting for the provisions of the Act under ASC 740. As of June 29, 2018, no subsequent adjustments have been made to the provisional amounts recorded with the financial statements for the year ending December 29, 2017. We are still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the provisional measurement of these balances. Our estimate of the impacts of the Act may change due to future guidance issued by the U.S. Treasury Department, Internal Revenue Service, Financial Standards Accounting Board and other standard setting bodies. The completion of our 2017 income tax returns by the fourth quarter 2018 may also impact the provisional amounts that have been recorded.

The fair value of our interest rate swaps and foreign currency cash flow hedges changed from a net liability of $1.4$6.8 million as of December 29, 2017,28, 2018, to a net assetliability of $1.5$26.3 million as of June 29, 2018.28, 2019 due to the fact that future LIBOR interest rates at the time of the hedge was entered into were expected to be higher than the current forward LIBOR interest rates as of June 28, 2019. We expect that a net gain of $3.52.6 million will be transferred to earnings during the next 12 months and the remaining net loss of $2.0$28.9 million over a period of 10 years, along with the earnings effect of the related forecasted transactions.











Results of Operations
 
The following tables present for each of the periods indicated (i) net sales by geographic region and (ii) net sales and gross profit by product category, and in each case, the percentage of the total represented thereby (U.S. dollars in millions, except percent data):
 
Net sales by geographic region:
 
Quarter ended Six months endedQuarter ended Six months ended
June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018
North America$814.8
 64% $655.5
 57% $1,478.3
 62% $1,256.9
 58%$816.8
 66% $814.8
 64% $1,565.6
 65% $1,478.3
 62%
Europe175.8
 14% 192.7
 17% 369.9
 16% 367.2
 17%171.2
 14% 175.8
 14% 342.5
 14% 369.9
 16%
Asia131.1
 10% 135.8
 11% 251.8
 10% 248.4
 10%
Middle East126.0
 10% 147.8
 13% 241.9
 10% 270.7
 12%109.3
 9% 126.0
 10% 207.1
 9% 241.9
 10%
Asia135.8
 11% 138.5
 12% 248.4
 10% 251.7
 12%
Other20.0
 1% 12.6
 1% 40.0
 2% 33.0
 1%11.0
 1% 20.0
 1% 26.6
 2% 40.0
 2%
Totals$1,272.4
 100% $1,147.1
 100% $2,378.5
 100% $2,179.5

100%$1,239.4
 100% $1,272.4
 100% $2,393.6
 100% $2,378.5

100%


Product net sales and gross profit:
 
Quarter endedQuarter ended
June 29, 2018 June 30, 2017June 28, 2019 June 29, 2018
Net Sales Gross Profit Net Sales Gross ProfitNet Sales Gross Profit Net Sales Gross Profit
Other fresh produce$721.0
 57% $46.9
 60% $568.1
 49% $55.0
 45%
Fresh and value-added products$764.3
 62% $58.1
 60% $780.7
 61% $51.3
 66%
Banana457.8
 36% 23.8
 30% 499.5
 44% 58.1
 47%440.0
 35% 35.0
 37% 457.8
 36% 23.8
 30%
Prepared food93.6
 7% 7.6
 10% 79.5
 7% 10.1
 8%
Other products and services35.1
 3% 3.2
 3% 33.9
 3% 3.2
 4%
Totals$1,272.4
 100% $78.3
 100% $1,147.1
 100% $123.2
 100%$1,239.4
 100% $96.3
 100% $1,272.4
 100% $78.3
 100%
                              
Six months endedSix months ended
June 29, 2018 June 30, 2017June 28, 2019 June 29, 2018
Net Sales Gross Profit Net Sales Gross ProfitNet Sales Gross Profit Net Sales Gross Profit
Other fresh produce$1,295.0
 54% $93.6
 51% $1,074.3
 49% $103.4
 46%
Fresh and value-added products$1,454.3
 61% $119.5
 63% $1,397.3
 59% $102.6
 56%
Banana910.9
 38% 75.9
 41% 944.6
 43% 93.1
 42%871.5
 36% 68.0
 36% 910.9
 38% 75.9
 41%
Prepared food172.6
 8% 15.3
 8% 160.6
 8% 25.8
 12%
Other products and services67.8
 3% 2.1
 1% 70.3
 3% 6.3
 3%
Totals$2,378.5
 100% $184.8
 100% $2,179.5
 100% $222.3
 100%$2,393.6
 100% $189.6
 100% $2,378.5
 100% $184.8
 100%
               




Second Quarter 20182019 Compared with Second Quarter of 20172018
 
Net Sales. Net sales for the second quarter of 20182019 were $1,272.4$1,239.4 million compared with $1,147.1$1,272.4 million for the second quarter of 2017.2018. The increasedecrease in net sales of $125.3$33.0 million was principally attributable to higher net sales in our other fresh produce and prepared food business segments, partially offset by lower net sales in our fresh and value-added and banana segment. The Mann Packing business, which we acquired during the first quarter of 2018 and operates in the other fresh produce and prepared food business segments, contributed $146.2 million in net sales during the second quarter of 2018.segments.
 
Net sales in the other fresh produceand value-added products segment increased $152.9decreased $16.4 million, principallyprimarily as a result of lower net sales of non-tropical fruit, pineapples, melons, fresh-cut vegetables and tomatoes, partially offset by higher net sales of fresh-cut products, vegetables, avocados non-tropical fruit and pineapples, partially offset by lower net sales of tomatoes. The acquisition of Mann Packing contributed $132.4 million of the increase in net sales of other fresh produce during the second quarter of 2018.vegetables.
◦Net sales of non-tropical fruit decreased principally due our rationalization of sales volumes resulting in planned reduction of certain low margin products.

◦Net sales of pineapples decreased primarily due to lower sales volumes in North America and Europe, principally as a result of lower production from our Costa Rica operations. Also contributing to the decrease in net sales were lower per unit sales prices and sales volumes in the Middle East and Asia. Partially offsetting this decrease were higher per unit sales prices in North America and Europe. Worldwide pineapple sales volume decreased 16% during the second quarter.
◦Net sales of melons decreased due to lower industry volumes resulting from unfavorable growing condition in Central America which resulted in lower export quality fruit. Partially offsetting this decrease were higher per unit sales prices.
◦Net sales of fresh-cut productsvegetables decreased primarily due to lower customer demand in North America, partially offset by higher per unit sales price.
◦Net sales of tomatoes decreased due lower sales volumes partially offset by higher per unit sales prices. The decrease in sales volumes is attributable to the discontinuance of our U.S. growing operations during late summer of 2018.
◦Net sales of avocados increased principally due to thehigher per unit sales of Mann Packing productsprices in North America. Also contributing to theAmerica primarily as a result of lower industry supplies and continued strong customer demand. Partially offsetting this increase were higher sale prices and volumes in Europe and Asia, primarily attributable to favorable exchange rates and strong customer demand.lower sales volumes.
◦Net sales of vegetables increased due to the sale of Mann Packing vegetable products in North America.higher sales volumes, partially offset by lower per unit sales price. During 2018 lettuce sales were negatively affected by industry recalls.

Net sales of bananas decreased by $17.8 million principally due to lower net sales in North America, Asia and the Middle East, partially offset by higher net sales in Europe. Worldwide banana sales volume decreased 7%.
◦NetNorth America banana net sales of avocados increaseddecreased due to higherlower sales volumes in North America principally as a result of higher customer demand,lower supplies from our Central America operations that resulted from adverse weather conditions, partially offset by lowera slight increase in per unit sales price.
◦NetAsia banana net sales of non-tropical fruit increased principally due to higher sales volumes and per unit sales prices of apples in the Middle East and Europe. Also contributing to the increase in non-tropical fruit were higher local sales in Chile.
◦Net sales of pineapples increaseddecreased primarily due to higher sales volumes in Europe, partially offset by lower per unit sales prices and sales volumes in the Middle East. Worldwide pineapple sales volume increased 12%.
◦Net sales of tomatoes decreased due to lower per unit sales prices in North America principally due to high industry volumes combined with lower production from our Florida growing operations as a result of inclement weather.lower industry volumes, partially offset by a slight increase in per unit sales prices.

Net sales in the prepared food segment increased $14.1 million principally due to sales of Mann Packing prepared food products in North America combined with higher net sales of beverage products in the Middle East and canned deciduous products in Europe. Partially offsetting these increases were lower net sales of canned pineapple products in Europe as a result of high industry volumes sourced from Asia.

Net sales of bananas decreased by $41.7 million principally due to lower net sales in the Middle East, Europe and Asia, partially offset by higher net sales in North America. Worldwide banana sales volume decreased 6%.
◦Middle East banana net sales decreased due to lower sales volumes as a result of reduced supplies from the Philippines combined with reduced sales to Iran and Iraq duePhilippines. Also contributing to the political situationdecrease in those markets. Partially offsetting these decreasesnet sales were higherlower per unit sales price.prices primarily as a result of unfavorable market conditions.
◦Europe banana net sales decreasedincreased due to lowerhigher per unit sales prices principallyprimarily as a result of highlower industry volumes. Shipping delays during the quarter disrupted the supply chain to the markets and aggravated the oversupply situation in certain weeks further reducing per unit sale prices.
◦Asia banana net sales decreased due to lower supplies from the Philippines, partially offset by higher per unit sales price.
◦North America banana net sales increased as a result of a slight increase in sales volumes and per unit selling prices.supplies.

Cost of Products Sold.  Cost of products sold was $1,143.1 million for the second quarter of 2019 compared with $1,194.1 million for the second quarter of 2018, compareda decrease of $51.0 million.  The decrease was primarily attributable to lower sales volumes in our banana and fresh and value-added business segments. Partially offsetting this decrease were higher ocean freight cost, principally the result of higher fuel costs combined with $1,023.9higher fruit cost, primarily due to lower yields in our Central America growing operations and higher avocado procurement costs.

Gross Profit. Gross profit was $96.3 million for the second quarter of 2017, an increase of $170.2 million.  The increase was primarily attributable to $133.3 million of cost of product sold related to the Mann Packing acquisition combined2019 compared with higher distribution costs principally in North America and Europe as a result of increased trucking rates attributable to limited availability of resources and higher fuel costs. Also contributing to the increase in cost of product sold were higher container shipping rates in the Middle East and Asia and higher fruit cost for non-tropical fruit in Chile.

Gross Profit. Gross profit was $78.3 million for the second quarter of 2018, compared with $123.2 million for the second quarteran increase of 2017, a decrease of $44.9$18.0 million.  This decreaseincrease was attributable to lowerhigher gross profit in all of our banana and fresh and value-added business segments.
 
Gross profit in the banana segment decreased $34.3increased $11.2 million primarily due to lowerhigher per unit selling priceprices in Europe; higher distribution costs in all regions; higher ocean freight in North America, the Middle EastEurope and Asia; andAsia principally as a result of lower industry supplies. Partially offsetting these increases were lower sales volumes in the Middle Eastall of our regions combined with higher ocean freight costs and Asia.fruit costs. Worldwide banana per unit sale prices decreasedincreased 3% and per unit costs increased 4%.
remained flat.


Gross profit in the other fresh produceand value-added products segment decreased $8.1increased $6.8 million principally due to higher gross profit on pineapples, melons, non-tropical fruit and fresh-cut fruit, partially offset by lower gross profit on pineapplesfresh-cut vegetables and non-tropical fruit, partially offset by higher gross profit on fresh-cut products.avocados.
◦Gross profit on pineapples decreasedincreased principally due to higher per unit sales price in North America and Europe primarily as a result of lower industry volumes. Partially offsetting this increase in gross profit was higher ocean freight and fruit costs combined with lower per unit sales prices in the Middle East and Asia. Worldwide pineapple per unit sale prices increased 8% and per unit costs increased 1%.

◦Gross profit on melons increased due to higher per unit sales prices in North America primarily as a result of higherlow industry volumes. Also contributing to the decrease in gross profit werevolumes, partially offset by higher distribution costs in all regions and ocean freight costs in North America, the Middle East and Asia. Worldwide pineapple per unit sale prices decreased 8% and per unit costs increased 6%.fruit costs.


◦Gross profit on non-tropical fruit decreasedincreased principally due to lower per unit salescost of grapes, stonefruit and berries and higher per unit selling prices of grapesstonefruit. The restructuring of our Chilean business in North America as a result of higher volumes combined with higher fruit cost.the prior year has significantly improved our profitability in this product category.
◦Gross profit on fresh-cut productsfruit increased principally as the result of the Mann Packing acquisitionprimarily due to lower costs and higher selling prices and sales volumesvolume in Asia and Europe.North America. Partially offsetting this increase were lower selling pricessales volumes and higher costs in the Middle East.East and lower per unit sales prices in Europe and Asia.
◦Gross profit on fresh-cut vegetables decreased due to lower sales volumes and higher costs in North America.
◦Gross profit on avocados decreased due to significantly higher fruit procurement costs partially offset by higher per unit sales price.


Gross profit in the prepared food segment decreased by $2.5 million principally due to higher cost on pineapple products, lower sales prices on industrial pineapple products as a result of excess industry supply and lower sales volumes of canned pineapple products primarily due to lower demand. Partially offsetting these decreases was the gross profit from Mann Packing prepared food products and higher gross profit on our Jordanian poultry business.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased $8.0decreased $5.9 million from $41.9$49.9 million in the second quarter of 20172018 to $49.9$44.0 million for the second quarter of 2018.2019. The increasedecrease was principally due to higherlower selling, marketing and administrative expenses in the Middle East and North America, as a result of the Mann acquisition. Also contributing to the increase in selling, generalpartially offset by higher legal and administrative expenses were unfavorable exchange rates in Europe combined with expansion in the Middle East.executive compensation expense.


Gain on Disposal of Property, Plant and Equipment, Net. The gain on disposal of property, plant and equipment, net, of $5.7 million during the second quarter of 2019 related primarily to the sale of surplus land in Florida. The gain on disposal of property, plant and equipment, net, of $5.7 million during the second quarter of 2018 was primarily related to the sale of surplus land in the United Kingdom, partially offset by the disposal of non-tropical plants in Chile due to varietal changes. The gain on disposal of property, plant
Asset Impairment and equipment,Other Charges, Net. Asset impairment and other charges, net, of $0.1was $0.8 million during the second quarter of 2017 was principally related to the sale of surplus equipment.

Asset Impairment and Other Charges (Credits), Net. Asset impairment and other charges (credits), net, was2019, as compared with $20.3 million during the second quarter of 2018, as compared with $1.9 million during2018.

Asset impairment and other charges, net, for the second quarter of 2017.2019 were:

$0.3 million in contract termination charges related to our decision to abandon certain low-yield areas in our banana operations in the Philippines;
$0.4 million in asset impairment related to our Chilean non-tropical fruit operation; and
$0.1 million in asset impairment charges related to our equity investment in Purple Carrot, made in 2018.

Asset impairment and other charges, net, for the second quarter of 2018 were:
$18.3 million in asset impairment charges related to our decision to abandon certain low-yield areas in our banana operations in the Philippines;
$1.6 million in severance expense related to restructuring as a result of cost reduction initiatives in our Chilean non-tropical fruit operation;operations; and
$0.4 million in acquisition-related expenses.


Asset impairment and other charges, net, for the second quarter of 2017 were:
$0.8 million in charges due to flood damage in our Chilean non-tropical fruit operation;
$0.6 million in asset impairment related to underutilized assets in Central America in the banana segment; and
$0.5 million in charges due to flood damage incurred in our Philippines banana operations.

Operating Income.  Operating income for the second quarter of 2018 decreased2019 increased by $65.7$43.4 million from $79.5$13.8 million in the second quarter of 20172018 to $13.8$57.2 million for the second quarter of 2019.  This increase was due to higher gross profit, lower selling, general and administrative expenses and lower asset impairment and other charges, net.
Interest Expense.  Interest expense was $6.9 million for the second quarter of 2019 as compared with $6.1 million for the second quarter of 2018. This decreaseThe increase was due to lower gross profit, higher asset impairment and other charges, net and higher selling, general and administrative expenses,borrowing rates, partially offset by higher gain on disposal of property, plant and equipment.lower average loan balances.
 
Interest Expense.  InterestOther (Expense) Income, Net.  Other (expense) income, net, was expense was $6.1of $2.9 million for the second quarter of 20182019 as compared with $1.6 million for the second quarterexpense of 2017. The increase was due to higher average loan balances as a result of the Mann acquisition and higher interest rates.
Other Expense, Net.  Other expense, net, was $7.3 million for the second quarter of 2018 as compared with $0.5 million for the second quarter of 2017.2018. The change in other expense, net, of $6.8$4.4 million was principally attributable to higherlower foreign exchange losses and pension costs reclassified from operating expenses during the second quarter of 20182019 as compared with the second quarter of 2017.2018.

Provision for Income Taxes. Provision for income taxes was $8.5 million for the second quarter of 2019 compared to $6.4 million for the second quarter of 2018 compared to $7.8 million for the second quarter of 2017.2018. The decreaseincrease in the provision for income taxes of $1.4$2.1 million is primarily due to lower earnings.higher earnings in certain higher tax jurisdictions.



First Six Months of 20182019 Compared with First Six Months of 20172018
Net Sales. Net sales for the first six months of 20182019 were $2,378.5$2,393.6 million compared with $2,179.5$2,378.5 million for the first six months of 2017.2018. The increase in net sales of $199.0$15.1 million is due to higher net sales in our other fresh produce and prepared food segments,value-added products segment, partially offset by lower net sales in the banana segment. The Mann Packing business, which we acquired during the first quarter

of 2018 and operates in the other fresh produceproducts and prepared food business segments, contributed $197.5 million in net sales during the first six months of 2018.services segments.
Net sales in the other fresh produceand value-added products segment increased $220.7$57.0 million principally as a result of higher net sales of fresh-cut products, vegetables, avocados, vegetables, and pineapples,meals and snacks, partially offset by lower net sales of tomatoes.pineapples, non-tropical fruit and melons.


◦Net sales of fresh-cut productsvegetables increased primarily due to the sales of Mann Packing products in North America. Also contributing toAmerica which was acquired at the increase were higher sale prices and volumes in Europe and Asia, which were mostly attributable to favorable exchange rates and improved customer demand. Worldwide fresh-cut products sales volume increased 68%.
◦Net salesend of vegetables increased due to the sale of Mann Packing vegetable products in North America.February 2018.
◦Net sales of avocados increased due to higher sales volumes and per unit sales prices in North America principally as a result of tight industry supplies and higher customer demand.
◦Net sales of pineapplesvegetables increased primarily due to the sales of Mann Packing products in North America which was acquired at the end of February 2018.
◦Net sales of meals and snacks increased due to the sales of Mann Packing products in North America combined with higher sales in the Middle East.
◦Net sales of pineapples decreased primarily due to lower sales volumes in North America and higher sales volumes and per unit sale price in Europe. Favorable euro and British pound exchange rates hadEurope, principally as a positive impact on sales prices.result of lower production from our Costa Rica operations. Partially offsetting this increasedecrease were high industry volumes which resulted in lowerhigher per unit sales prices in North AmericaAmerica. Worldwide pineapple sales volume decreased 13%.
◦Net sales of non-tropical fruit decreased principally due our rationalization of sales volumes resulting in planned reduction of certain low margin products. Contributing to this decrease were lower net sales of apples and lower sale pricespears in the Middle East principallyand grapes in North America.
◦Net sales of melons decreased due to lower industry volumes resulting from unfavorable market conditions. Worldwide pineapplegrowing condition in Central America which resulted in lower export quality fruit. Partially offsetting this decrease were higher per unit sales volume increased 14%.prices.
Net sales in the prepared food segment increased $12.0 million principally due to sales of Mann Packing prepared food products in North America combined with higher net sales of canned deciduous products in Europe and of beverage products in the Middle East and Europe, primarily the result of improved customer demand and favorable exchange rates.
 
Net sales of bananas decreased by $33.7$39.4 million principally due to lower net sales in the Middle East, Asia and Europe, partially offset by higher net sales in North America.all of our regions. Worldwide banana sales volume decreased 7%3%.


◦Europe banana net sales decreased due to lower sales volumes and per unit sales prices principally due to lower shipments from our Costa Rica operations and unfavorable exchange rates.
◦Middle East banana net sales decreased due to lower sales volumes as a result of reduced supplies from the Philippines combined with reduced sales to Iran and Iraq duePhilippines. Also contributing to the political situationdecrease in those markets. Partially offsetting these decreasesnet sales were higherlower per unit sales price.prices primarily as a result of unfavorable market conditions.
◦North America banana net sales decreased due to lower sales volumes principally as a result of lower supplies from our Central America operations that resulted from adverse weather conditions, partially offset by a slight increase in per unit sales prices.
◦Asia banana net sales decreased due to lower supplies from the Philippines, partially offset by higher per unit sales price.
◦Europe banana net sales decreased due to lower sales volumes, partially offset by higher per unit sales prices principally the result of favorable exchange rates.
◦North America banana net sales increased as a result of a slight increase in per unit selling prices.


Cost of Products Sold. Cost of products sold was $2,204.0 million for the first six months of 2019 compared with $2,193.7 million for the first six months of 2018, compared with $1,957.2 million for the first six months of 2017, an increase of $236.5$10.3 million. The increase was primarily attributable to $179.6 million ofthe cost of product sold related to the Mann Packing acquisition combined with higher distributionocean freight costs, principally in North America and Europe as a result of increased trucking rates attributabledue to limited availability of resources and higher fuel costs.cost. Also contributing to the increase in cost of product sold werewas higher container shipping rates infruit costs primarily the Middle East and Asiaresult of lower yields and higher fruit cost for non-tropical fruit in Chile.procurement costs. Partially offsetting these increases were lower sales volumes.
Gross Profit. Gross profit was $189.6 million for the first six months of 2019 compared with $184.8 million for the first six months of 2018, compared with $222.3 million for the first six monthsan increase of 2017, a decrease of $37.5 million$4.8 million. This decreaseincrease was attributable to higher gross profit in our fresh and value-added products segment, partially offset by lower gross profit in all of our businessbanana and other products and services segments.
Gross profit in the banana segment decreased by $17.2 million principally due to higher distribution costs in all regions and lower sales volumes in all markets, partially offset by higher per unit sales price. Worldwide banana per unit sales prices increased 4% and per unit cost increased 5%.

Gross profit in the prepared foodfresh and value-added products segment decreased by $10.5 million due to lower pricing on industrial products and lower sales volumes on canned pineapples primarily as a result of industry oversupply and low demand. Partially offsetting these decreases were higher gross profit in our Jordanian poultry business and on beverage products in Europe and the Middle East.

Gross profit in the other fresh produce segment decreased $9.8increased $16.9 million principally due to lower gross profit on pineapples, tomatoes and melons, partially offset by higher gross profit on non-tropical fruit, melons and tomatoes, partially offset by lower gross profit prepared products and fresh-cut products.vegetables..
 

◦Gross profit on pineapples decreasednon-tropical fruit increased principally due to lower per unit cost of grapes, stonefruit and berries and higher per unit selling prices of stonefruit. The restructuring of our Chilean business in the prior year has significantly improved profitability in this product category.

◦Gross profit on melons increased due to higher per unit sales prices in North America and the Middle East primarily as a result of higherlow industry volumes. Also contributing to the decrease in gross profit werevolumes, partially offset by higher distribution costs in all regions and ocean freight costs in North America, the Middle East and Asia. Worldwide pineapple per unit sale prices decreased 7% and per unit costs increased 5%.fruit costs.


◦Gross profit on tomatoes decreasedincreased principally due to lowerhigher per unit sales volumes as a resultprice. The discontinuance of lower production in our U.S. growing operations combined with higher costs.during late summer of 2018 resulted in improved margins during the first six months of 2019.


◦Gross profit on melonsprepared products decreased primarily due to lower selling prices on canned pineapples and deciduous products due to high industry volumes combined with higher fruit and distribution cost.product cost of canned pineapple in our Kenya operations.


◦Gross profit on fresh-cut products increasedvegetables decreased primarily due to the Mann Packing acquisition combined with higher sales volumeswarehousing and sales pricesprocurement costs in Asia and Europe principally as a result of strong customer demand and favorable exchange rates.North America.


Gross profit in the banana segment decreased by $7.9 million principally due to lower sales volumes in North America, Europe and the Middle East. Also contributing to the decrease in gross profit were lower per unit sales price in Europe, the Middle East and Asia and higher ocean freight costs. Worldwide banana per unit sales prices decreased 1% and per unit cost decreased 1%.

Gross profit on our other products and services segment decreased due to higher costs and lower sales volumes in our Jordanian poultry operation principally as a result of increased competition, high industry volumes and higher production costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $8.7decreased $2.0 million from $89.8 million for the first six months of 2017 to $98.5 million for the first six months of 2018.2018 to $96.5 million for the first six months of 2019. The increasedecrease was due to lower selling, marketing and administrative expenses in the Middle East, Europe and Asia principally due to cost saving initiatives, partially offset by higher selling, marketing and administrative expenses in North America principallyprimarily as a result of the Mann Packing acquisition combined with unfavorable exchange rates in Europe and higher selling, marketing and promotional expenses in the Middle East. Partially offsetting these increases were lower executive compensation and legal expenses.acquisition.
Gain on Disposal of Property, Plant and Equipment, Net. The gain on disposal of property, plant and equipment, net, was $5.9$9.2 million during the first six months of 2018 and2019 were primarily related to the sale of a refrigerated vessel and surplus land in Florida. During the first six months of 2018, the gain on disposal of property, plant and equipment of $5.9 million consisted primarily to the sale of surplus land in the United Kingdom, partially offset by the disposal of non-tropical plants in Chile due to varietal changes. During the first six months of 2017, the gain on disposal of property, plant and equipment of $0.9 million consisted primarily of gains on the sale of shipping containers and other surplus equipment.
Asset Impairment and Other Charges, Net. Asset impairment and other charges were $3.8 million during the first six months of 2019 and $21.9 million during the first six months of 20182018.
Asset impairments and netted to zero duringother charges, net, for the first six months of 2017.2019 were:
$0.5 million in contract termination charges related to our decision to abandon certain low-yield areas in our banana operations in the Philippines;
$0.4 million in asset impairment related to our Chilean non-tropical fruit operation; and
$2.9 million in asset impairment charges related to our equity investment in Purple Carrot.

Asset impairments and other charges (credits), net, for the first six months of 2018 were:
$18.3 million in asset impairment charges related to our decision to abandon certain low-yield areas in our banana operations in the Philippines;
$2.9 million in acquisition-related expenses:expenses;
$1.6 million in severance expense related to restructuring as a result of cost reduction initiatives in our Chilean non-tropical fruit operation; and

a credit of $(0.9) million related to insurance proceeds due to damage from inclement weather in one of our California facilities related to the other fresh produce segment.


Asset impairments and other charges (credits), net, for the first six months of 2017 were:
$0.8 million related to flood damage in our Philippines banana operation;
$0.6 million related to underutilized assets in Central America related to the banana segment;
$0.8 million related to flood damage in our Chilean non-tropical fruit operation; and
a credit of $(2.2) million of insurance proceeds related to previously announced flood damage in our Chile non-tropical fruit operation.

Operating Income. Operating income decreasedincreased by $63.1$28.2 million from $133.4$70.3 million in the first six months of 20172018 to $70.3$98.5 million for the first six months of 2018.2019. The decreaseincrease in operating income was due to lowerhigher gross profit and higherlower selling, general and administrative expenses and asset impairment and other charges, net, partially offset byand higher gain on disposal of property, plant and equipment, net.
Interest Expense. Interest expense increased by $6.8$4.0 million from $3.0 million for the first six months of 2017 to $9.8 million for the first six months of 2018 to $13.8 million for the first six months of 2019 principally due to higher average debt balances as a result of the Mann Packing acquisition combined with higher interestborrowing rates.
Other expense ,(expense) income, Net. Other expense,(expense) income, net, was income of $8.4 million for the first six months of 2019 as compared with other expense of $10.7 million for the first six months of 2018 as compared with $0.6 million for the first six months of 2017.2018. The change in other expense,(expense) income, net, of $10.1$19.1 million was principally attributable to highera net gain of $16.7 million as a result of the settlement of a business transaction litigation combined with lower foreign exchange losses and pension costs reclassified from operating expenses during the first six months of 20182019 as compared with the first six months of 2017.2018.
    

Provision for Income Taxes. Provision for income taxes was $17.1 million for the first six months of 2019 as compared with $12.7 million for the first six months of 2018 as compared with $14.7 million for the first six months of 2017.2018. The decreaseincrease in the provision for income taxes of $2.0$4.4 million is primarily due to lowerhigher earnings.

Fair Value Measurements


The purchase price accounting forDuring the Mann Packing acquisition reflectedfirst six months of 2019, we had a charge of $2.9 million in the accompanying financial statements is preliminaryasset impairment and is based upon estimates and assumptions that are subject to change within the measurement period. The measurement period remains open pending the completion of valuation proceduresother charges, net related to an equity investment in Purple Carrot of $4.2 million. We calculated the acquired tangible and intangible assets and assumed liabilities. The $328.8fair value of $1.4 million allocated to goodwill represents using the excess of the purchase price over the preliminary values of assets acquired and liabilities assumed and is subject to revision.market approach. The fair value of the netthese assets acquired are estimated usingclassified as Level 3 inputs based on unobservable inputs. Refer to Note 5, "Acquisition", in our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion on the acquisition of Mann Packing.

The Mann Packing acquisition includes 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. As the put option is outside of our control, the estimated value of the 25% noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on our Consolidated Balance Sheets. The fair value assignedhierarchy due to this interest is subject to change and is pending completion and is estimated using Level 3the mix of unobservable inputs based on unobservable inputs. Refer to Note 7, “Redeemable Noncontrolling Interests”, for further discussion onutilized.
During the redeemable noncontrolling interests.quarter ended June 28, 2019, we sold the equity investment in Purple Carrot.


The fair value of the banana reporting unit's goodwill and the prepared food unit's remaining trade names and trademarks are highly 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. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's trade names and trademarks in our annual financial statements included in our Annual Report on Form 10-K for the year ended December 29, 2017.28, 2018.


Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. The amount of the impairment to recognize, if any, is calculated as the amount by which the carrying value of goodwill exceeds its implied fair value. Future changes in the estimates used to conduct the impairment review, including revenue projection, market values and changes in the discount rate used, could cause the analysis to indicate that our goodwill or trade names and trademarks are impaired in subsequent periods and result in a write-off of a portion or all of goodwill or trade names and trademarks. The discount rate used is based on independently calculated risks, our capital mix and an estimated market risk premium.


Revenue RecognitionThe purchase price allocation for the Mann Packing acquisition finalized as of December 28, 2018 is reflected in the accompanying financial statements and includes $162.0 million allocated to goodwill representing the excess of the purchase price over the fair values of assets acquired and liabilities assumed and is subject to revision. The fair value of the net assets acquired are estimated using Level 3 inputs based on unobservable inputs except for items such as working capital which are valued using Level 2 inputs due to mix of quoted prices for similar instruments and cash and cash equivalents valued as Level 1 due to its highly liquid nature. We primarily utilized the cost approach for the valuation of the personal and real property. For the definite-lived intangible assets including customer list intangibles and trade names and trademark were valued primarily using an income approach methodology.


Our revenues result fromThe Mann Packing acquisition includes a put option exercisable by the sale25% shareholder of products or servicesone of the acquired subsidiaries. The put option allows the noncontrolling owner to sell his 25% noncontrolling interest to us for a multiple of the subsidiary's adjusted earnings. As the put option is outside of our control, the estimated value of the 25% noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on our Consolidated Balance Sheets. The fair value of the redeemable noncontrolling interest and reflect the consideration to which we expect to be entitled. We record revenueput option at acquisition date was valued based on a five-step modelmix of the income approach for determining the value of the redeemable noncontrolling interest and market approach for determining the most advantageous redemption point for the put option using a Monte Carlo simulation method. The fair value assigned to this interest is estimated using Level 3 inputs based on unobservable inputs. Refer to Note 4, "Acquisition" for further discussion on the acquisition of Mann Packing and also refer to further information regarding the Mann Packing acquisition in accordance with ASC 606, Revenue from Contracts with Customers. For our customer contracts, we identify the performance obligations (products or services), determine the transaction price, allocate the contract transaction pricenotes to the performance obligations, and recognizeconsolidated financial statements included in our Annual Report on Form 10-K for 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.fiscal year ended December 28, 2018.

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.


Seasonality
 
Interim results are subject to significant variations and may not be indicative of the results of operations that may be expected for the entire 20182019 fiscal year. See the information under the caption “Seasonality” provided in Item 1. Business, of our Annual Report on Form 10-K for the year ended December 29, 2017.28, 2018.



Item 3.        Quantitative and Qualitative Disclosures About Market Risk
 
There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended December 29, 201728, 2018.
 

Item 4.        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 June 29, 201828, 2019. 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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Such officers also confirm that there waswere no change inchanges to our internal control over financial reporting during the quarter ended June 29, 201828, 2019 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. During the quarter ended June 29, 2018, we acquired Mann Packing and are in the process of integrating the acquired business into our overall internal control over financial reporting process. We expect to exclude Mann Packing from the assessment of internal control over financial reporting as of December 28, 2018.


PART II. OTHER INFORMATION


Item 1.        Legal Proceedings
 
See Note 1311, “Commitments and Contingencies”, to the Consolidated Financial Statements, Part I, Item 1 included herein.
 
Item 1A.        Risk Factors
 
“Item 1A. Risk Factors” of our Form 10-K for the year ended December 29, 201728, 2018 includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K. Except as presented below, there have been no material changes from the risk factors described in our Form 10-K.


Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table provides information regarding our purchases of ordinary shares during the periods indicated:


Period
Total Number of
Shares Purchased (1)
Average Price
Paid per Share		Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program (2)(3)
April 1 through April 30, 201836,219
$44.96
36,219
$349,836,948
May 1, 2018 through May 31, 2018—
$—
—
$349,836,948
June 1, 2018 through June 30, 2018—
$—
—
$349,836,948
Total36,219
$44.96
36,219
$349,836,948
Period
Total Number of
Shares Purchased (1)
Average Price
Paid per Share		Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program (2)
April 1 through April 30,
2019		—
$—
—
$280,358,086
May 1 through May 31,
2019		272,800
$25.05
272,800
$273,524,446
June 1 through June 28,
2019		92,769
$24.91
92,769
$273,524,446
Total365,569
$25.01
365,569
$271,215,205
 


(1)For the quarter ended June 29, 2018, we purchased28, 2019, there were 365,569 ordinary shares repurchased and retired 36,219 of our ordinary shares.retired.
(2)On July 29, 2015, our Board of Directors approved a three-year stock repurchase program of up to $300 million of our ordinary shares.
(3)
On February 21, 2018, our Board of Directors approved a three-year stock repurchase program of up to $300 million of our ordinary shares.





Item 4.        Mine Safety Disclosures


Not applicable.


Item 6.        Exhibits


  
10.1**
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.
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**
Certification 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.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***Inline XBRL Taxonomy Extension Schema Document.
  
101.CAL***Inline XBRL Taxonomy Extension Calculation Linkbase Document.
  
101.DEF***Inline XBRL Taxonomy Extension Definition Linkbase Document.
  
101.LAB***Inline XBRL Taxonomy Extension Label Linkbase Document.
  
101.PRE***Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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.
 ***
Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 29,28, 2019 and December 28, 2018 and December 29, 2017, (ii) Consolidated Statements of IncomeOperations for the quarters and six months ended June 28, 2019 and June 29, 2018 and June 30, 2017, (iii) Consolidated Statements of Comprehensive Income (Loss) for the quarters and six months ended June 28, 2019 and June 29, 2018 and June 30, 2017, (iv) Consolidated StatementStatements of Cash Flows for the six months ended June 28, 2019 and June 29, 2018, (v) Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest for the quarters and six months ended June 30, 201728, 2019 and (iv)June 29, 2018 and (vi) Notes to Consolidated Financial Statements.



SIGNATURES
 
Pursuant to the requirements 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:July 31, 201830, 2019By:
/s/ Youssef Zakharia
   Youssef Zakharia
   President & Chief Operating Officer
    
  By:
/s/ Richard ContrerasEduardo Bezerra
   Richard ContrerasEduardo Bezerra
   Senior Vice President & Chief Financial Officer
 
 




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