Edgar Filing: FRESH DEL MONTE PRODUCE INC

Fresh Del Monte Produce

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the quarter ended March 28, 2003

Fresh Del Monte Produce Inc.

(Exact Name of Registrant as Specified in Its Charter)

The Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization)
Walker House, Mary Street
P.O. Box 908GT
George Town, Grand Cayman
(Address of Registrant’s Principal Executive Office)
c/o Del Monte Fresh Produce Company
241 Sevilla Avenue
Coral Gables, Florida 33134
(Address of Registrant’s U.S. Executive Office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F.]

Form 20-F x Form 40-F o

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes o No x

TABLE OF CONTENTS


CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS (continued)
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Disclosure Controls and Procedures
SIGNATURES
EX-2.13 Amended & Restated Credit Agreement

TABLE OF CONTENTS


				Page

Consolidated Financial Statements:

Consolidated Balance Sheets as of March 28, 2003 (unaudited) and December 27, 2002				1
Consolidated Statements of Income (unaudited) for the three months ended March 28, 2003 and March 29, 2002				3
Consolidated Statements of Cash Flows (unaudited) for the three months ended March 28, 2003 and March 29, 2002				4
Notes to Consolidated Financial Statements				6

Management’s Discussion and Analysis of Financial Condition and Results of Operations				19

Disclosure Controls and Procedures				22

Signatures				23

Exhibit:


	2.13		Amended and Restated Credit Agreement dated as of March 21, 2003 by and among Fresh Del Monte Produce Inc. and Certain Subsidiaries Named Herein, as Borrowers, and the Lenders Named Herein, as Lenders, Harris Trust and Savings Bank, as Syndication Agent, ING Capital LLC, as Documentation Agent, and Cooperative Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch, as Administrative Agent			24

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in millions)


		March 28,		December 27,
		2003		2002

		Unaudited
Assets

Current assets:
	Cash and cash equivalents	$	16.1	$	9.5
	Trade accounts receivable, net of allowance of $18.4 and $17.8, respectively		210.0		162.4
	Advances to growers and other receivables, net of allowance of $17.0 and $16.7, respectively		56.6		34.7
	Inventories		204.4		188.4
	Deferred income taxes		4.7		4.8
	Prepaid expenses and other current assets		19.0		9.4

	Total current assets		510.8		409.2

Investments in unconsolidated companies			24.6		23.0
Property, plant and equipment, net			718.5		703.9
Deferred income taxes			22.9		22.5
Other noncurrent assets			30.8		22.3
Goodwill			159.4		81.9

	Total assets	$	1,467.0	$	1,262.8

See accompanying notes

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

CONSOLIDATED BALANCE SHEETS (continued)

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


			March 28,			December 27,
			2003			2002

			Unaudited
Liabilities and shareholders’ equity

Current liabilities:
	Accounts payable and accrued expenses		$	272.5		$	231.0
	Current portion of long-term debt and capital lease obligations			20.7			40.0
	Deferred income taxes			8.6			8.6
	Income taxes payable			23.4			26.2

		Total current liabilities		325.2			305.8

Long-term debt				130.0			31.1
Capital lease obligations				15.6			16.2
Retirement benefits				58.6			59.2
Other noncurrent liabilities				58.7			56.7
Deferred income taxes				25.7			26.0

		Total liabilities		613.8			495.0


Minority interest				8.5			8.3

Commitments and contingencies
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; 56,223,012 and 56,206,012 shares issued and outstanding, respectively			0.6			0.6
	Paid-in capital			355.4			355.3
	Retained earnings			505.8			420.5
	Accumulated other comprehensive loss			(17.1	)		(16.9	)

		Total shareholders’ equity		844.7			759.5

		Total liabilities and shareholders’ equity	$	1,467.0		$	1,262.8

See accompanying notes

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

CONSOLIDATED STATEMENTS OF INCOME

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


			Quarter ended

			March 28,		March 29,
			2003		2002

Net sales			$	643.8	$	537.4
Cost of products sold				536.8		430.8

	Gross profit			107.0		106.6

Selling, general and administrative expenses				25.2		23.9
Asset impairment charges				—		4.7

	Operating income			81.8		78.0

Interest expense				2.8		4.8
Interest income				0.2		0.4
Other income/(loss)				14.6		(0.3	)

Income before provision for income taxes and cumulative effect of change in accounting principle				93.8		73.3
Provision for income taxes				5.7		6.2

Income before cumulative effect of change in accounting principle				88.1		67.1
Cumulative effect of change in accounting principle				—		(6.1	)

Net income			$	88.1	$	61.0


Net income per share – Basic:
Income before cumulative effect of change in accounting principle			$	1.57	$	1.24
Cumulative effect of change in accounting principle				—		(0.12	)

Net income per share – Basic			$	1.57	$	1.12


Net income per share – Diluted:
Income before cumulative effect of change in accounting principle			$	1.55	$	1.21
Cumulative effect of change in accounting principle				—		(0.11	)

Net income per share – Diluted			$	1.55	$	1.10


Dividends declared per ordinary share			$	0.05	$	0.05


Weighted average number of ordinary shares outstanding:
		Basic		56,215,957		54,223,085
		Diluted		56,995,384		55,392,568

See accompanying notes

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited
(U.S. dollars in millions)


			Quarter ended

			March 28,			March 29,
			2003			2002

Operating activities:
Net income			$	88.1		$	61.0
Adjustments to reconcile net income to cash provided by operating activities:
	Depreciation and amortization other than goodwill			14.9			14.0
	Amortization of debt issuance costs			0.9			0.5
	Cumulative effect of change in accounting principle			—			6.1
	Asset impairment charges			—			4.7
	Equity in earnings of unconsolidated companies, net of dividends			(0.4	)		(0.6	)
	Other, net			(0.6	)		1.7
	Changes in operating assets and liabilities, net of acquisitions:
		Receivables		(44.7	)		(47.6	)
		Inventories		(11.5	)		(19.7	)
		Accounts payable and accrued expenses		8.9			49.5
		Prepaid expenses and other current assets		(9.5	)		(10.2	)
		Other noncurrent assets and liabilities		(0.7	)		(1.3	)

	Net cash provided by operating activities			45.4			58.1


Investing activities:
Capital expenditures				(13.6	)		(17.4	)
Purchase of subsidiary, net of cash acquired				(99.8	)		—
Other investing activities, net				—			1.8

	Net cash used in investing activities			(113.4	)		(15.6	)

See accompanying notes

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Unaudited
(U.S. dollars in millions)


			Quarter ended

			March 28,			March 29,
			2003			2002

Financing activities:
Proceeds from long-term debt			$	327.1		$	92.6
Payments on long-term debt				(250.1	)		(136.2	)
Proceeds from stock options exercised				0.1			3.9
Payment of cash dividends				(2.8	)		(2.7	)
Other, net				—			(0.6	)

	Net cash provided by (used in) financing activities			74.3			(43.0	)


Effect of exchange rate changes on cash and cash equivalents				0.3			0.5

Cash and cash equivalents:
	Net change			6.6			—
	Beginning balance			9.5			13.0

	Ending balance		$	16.1		$	13.0


Supplemental cash flow information:
		Cash paid for interest, net of capitalized interest	$	1.9		$	4.5

		Cash paid for income taxes	$	8.1		$	1.9


Supplemental non-cash activities:
		Capital lease obligations for new assets	$	1.4		$	11.9

See accompanying notes

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

1. General

Fresh Del Monte Produce Inc. (“Fresh Del Monte”) was incorporated under the laws of the Cayman Islands on August 29, 1996 and is 47.9% owned by IAT Group Inc., which is 100% owned by members of the Abu-Ghazaleh family. In addition, members of the Abu-Ghazaleh family directly own 8.7% of the outstanding ordinary shares of Fresh Del Monte.

In the opinion of management, the accompanying unaudited consolidated financial statements of Fresh Del Monte and subsidiaries include all adjustments, consisting of normal recurring adjustments, necessary to present fairly their financial position as of March 28, 2003 and their operating results and cash flows for the period then ended. Interim results are subject to significant seasonal variations and may not be indicative of the results of operations that may be expected for the entire 2003 year.

The quarter ended March 29, 2002 has been restated to reflect the $6.1 million cumulative effect of change in accounting principle related to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). Reported net income, net income per basic share and net income per diluted share was $67.1 million, $1.24 and $1.21, respectively. Certain amounts from 2002 have been reclassified to conform to the 2003 presentation. The balance sheet at December 27, 2002 has been derived from the audited financial statements at that date.

For additional information, see Fresh Del Monte’s Consolidated Financial Statements included in Fresh Del Monte’s Annual Report on Form 20-F for the year ended December 27, 2002.

2. Standard Fruit and Vegetable Co. Acquisition

On January 27, 2003, Fresh Del Monte acquired Standard Fruit and Vegetable Co., Inc. (“Standard”), a Dallas, Texas based integrated distributor of fresh fruit and vegetables, which serves retail chains, foodservice distributors, and wholesalers in approximately 30 states. The acquisition provides Fresh Del Monte with a highly complementary distribution network, which includes four distribution facilities and increases Fresh Del Monte’s presence in key markets in the United States. In addition, the acquisition allows Fresh Del Monte to increase its product offerings to include tomatoes, potatoes, onions and an extensive line of specialty items. The total consideration paid in connection with the Standard acquisition was approximately $102.2 million (including $2.2 million in acquisition costs). The purchase price of $100.0 million is subject to certain escrow/holdback provisions valued at $10.0 million to secure payment by the seller of any amounts that become due to Fresh Del Monte under the acquisition agreement. Of the total escrow/holdback provision pursuant to the acquisition agreement, $2.5 million was held back by Fresh Del Monte and $7.5 million was placed in escrow. The holdback of $2.5 million is recognized as a liability in “other noncurrent liabilities” in the accompanying balance sheet at March 28, 2003. The assets acquired consisted primarily of current assets and property, plant and equipment.

The acquisition has been accounted for as a purchase under Statement of Financial Accounting Standards No. 141, “Business Combinations”, and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed. The purchase price allocation is preliminary and is pending the fair

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

2. Standard Acquisition (continued)

valuation of certain assets and liabilities. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed amounted to approximately $87.3 million, of which $9.7 million was preliminarily allocated to separately identified intangible assets and the remaining $77.6 million was allocated to goodwill. The goodwill and other intangible assets are being accounting for under SFAS 142. Effective January 28, 2003, the operating results of the Standard operations were consolidated with the operating results of Fresh Del Monte.

The following table summarizes the estimated fair values of the tangible assets acquired and liabilities assumed at the date of acquisition (U.S. dollars, in millions):


Current assets	$	17.3
Property and equipment		14.9
Other noncurrent assets		1.7
Current liabilities		(19.0	)

Net assets acquired	$	14.9

The following unaudited pro forma information presents a summary of 2003 and 2002 consolidated results of operations of Fresh Del Monte as if the Standard acquisition had occurred as of December 29, 2001 (U.S. dollars in millions, except share and per share data):


	Quarter ended

	March 28,		March 29,
	2003		2002

Net sales	$	666.7	$	614.1
Income before cumulative effect of change in accounting principle	$	88.6	$	68.2
Net income	$	88.6	$	62.1
Basic per share income before cumulative effect of change in accounting principle	$	1.58	$	1.26
Basic net income per share	$	1.58	$	1.15
Diluted per share income before cumulative effect of change in accounting principle	$	1.56	$	1.23
Diluted net income per share	$	1.56	$	1.12
Number of ordinary shares used in computation:
Basic		56,215,957		54,223,085
Diluted		56,995,384		55,392,568

The unaudited pro forma results have been prepared for comparison purposes only and do not purport to represent what the actual results of operations would have been had the acquisition occurred on December 29, 2001 and may not be indicative of future results of operations.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

3. Inventories

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


	March 28,		December 27,
	2003		2002

Fresh produce, principally in transit	$	73.1	$	54.7
Raw materials and packaging supplies		64.7		67.1
Growing crops		66.6		66.6

	$	204.4	$	188.4

4. Impairment of Long-Lived Assets

Effective December 29, 2001, Fresh Del Monte adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”). SFAS No. 144 superseded Statement of Financial Accounting Standards No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of” (“SFAS No. 121”) and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” for the disposal of a segment of a business. SFAS No. 144 also amended Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. Consistent with SFAS No. 121, SFAS No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Based on the continued operating losses of certain distribution facilities in South Africa and Argentina related to the other fresh produce segment and fair value estimates related to these assets, a charge of $4.7 million for impairment of long-lived assets was recorded during the first quarter of 2002.

5. Long-Term Debt

On March 21, 2003, Fresh Del Monte, and certain wholly-owned subsidiaries entered into a $400.0 million, four-year syndicated revolving credit facility (the “New Credit Facility”), with Rabobank Nederland, New York Branch, as administrative agent, which replaced the existing $450.0 million revolving credit facility including the $135.0 million five-year term loan maturing on May 10, 2005 (“Term Loan”). With drawdowns from the New Credit Facility, Fresh Del Monte paid off all amounts outstanding under the previous credit facility including the remaining unpaid balance of the Term Loan of $25.0 million.

The New Credit Facility includes a swing line facility and a letter of credit facility as was the case with the previous credit facility. The New Credit Facility is collateralized directly or indirectly by substantially all of Fresh Del Monte’s assets, permits borrowings with an interest rate based on a spread over London Interbank Offer Rate (“LIBOR”) and expires on March 21, 2007. Outstanding borrowings at March 28, 2003 were $111.1 million, bearing interest at an average interest rate of 2.9%.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

6. Comprehensive Income

Fresh Del Monte had comprehensive income of $87.9 million and $62.2 million for the three months ended March 28, 2003 and March 29, 2002, respectively. Comprehensive income for the quarters ended March 28, 2003 consisted of net income of $88.1 million, unrealized foreign currency translation losses of $1.1 million and net unrealized gains on derivatives of $0.9 million. Comprehensive income for the quarter ended March 29, 2002 consisted primarily of net income of $61.0 million, unrealized foreign currency translation gains of $0.4 million and net unrealized gains on derivatives of $0.8 million.

7. Stock Based Compensation

As permitted under Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FAS 123” (“SFAS No. 148”), which amended Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), Fresh Del Monte has chosen to account for its Stock Plan under the intrinsic value method as allowed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and related interpretations. Under APB No. 25, because the exercise price of Fresh Del Monte’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recorded. SFAS No. 148 requires disclosure of the estimated fair value of employee stock options granted and pro forma financial information assuming compensation expense was recorded using these fair values.

For purposes of pro forma disclosures required by SFAS No. 148, the estimated fair value of the options is amortized to expense over the options’ vesting period. The following information shows the effect on net income and earnings per share as if Fresh Del Monte had applied the fair value recognition provisions of SFAS No. 123 for the first quarter of 2003 and 2002 (U.S. dollars in millions, except share and per share data):


		Quarter ended

		March 28, 2003			March 29, 2002

Reported net income		$	88.1		$	61.0
Stock-based employee compensation expense under fair value method			(1.5	)		(0.8	)

Adjusted net income		$	86.6		$	60.2


Adjusted net income per ordinary share:
	Basic	$	1.54		$	1.11
	Diluted	$	1.52		$	1.09

Number of ordinary shares used in Computation:
Basic			56,215,957			54,223,085
Diluted			56,995,384			55,392,568

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

8. Hurricane Mitch

In 1998, Fresh Del Monte’s Guatemalan banana operations were damaged as a result of Hurricane Mitch. Fresh Del Monte maintained insurance for both property damage and business interruption applicable to its production facilities, including its operations in Guatemala. The policies providing the coverage for losses caused by Hurricane Mitch were subject to deductibles of $0.1 million for property damage and business interruption. Fresh Del Monte recorded recoveries under its business interruption policy related to the damage of its operations in Guatemala caused by Hurricane Mitch of $11.5 million during the quarter ended March 28, 2003, which has been included in “Other income/(loss)” in the Consolidated Statement of Income and in other current receivables in the Consolidated Balance Sheet at March 28, 2003.

9. Contingencies

Starting in December 1993, two of Fresh Del Monte’s U.S. subsidiaries were named among the defendants in a number of actions in courts in Texas, Louisiana, Mississippi, Hawaii, Costa Rica and the Philippines involving allegations by numerous foreign plaintiffs that they were injured as a result of exposure to a nematocide containing the chemical dibromochloropropane (“DBCP”) during the period from 1965 to 1990.

In December 1998, these subsidiaries entered into a settlement in the amount of $4.6 million (the majority of which was recovered from the insurance carriers) with counsel representing approximately 25,000 individuals. Under the terms of the settlement, approximately 22,000 of these claimants dismissed their claims with prejudice and without payment. The 2,643 claimants who alleged employment on a company-related farm in Costa Rica and the Philippines and who demonstrated some injury were offered a share of the settlement funds upon execution of a release. Over 98% of these claimants accepted the terms of the settlement.

On February 16, 1999, two of Fresh Del Monte’s U.S. subsidiaries were served in the Philippines in an action entitled Davao Banana Plantation Workers’ Association of Tiburcia, Inc. v. Shell Oil Co., et al. The action is brought by the Banana Workers’ Association (the “Association”) on behalf of its 34,852 members for injuries they allege to have incurred as a result of DBCP exposure. Approximately 13,000 members of the Association claim employment on a farm that was under contract to a Fresh Del Monte subsidiary at the time of DBCP use. Fresh Del Monte’s subsidiaries filed motions to dismiss and for reconsideration on jurisdictional grounds, which were denied. Accordingly, Fresh Del Monte’s subsidiaries answered the complaint denying all of the plaintiff’s allegations. Fresh Del Monte’s subsidiaries believe that they have substantial defenses to the claims asserted by the Association. On October 3, 2002, the Philippine Court of Appeals ruled that the method of service used by the Association to serve the defendants was improper and dismissed the Association’s complaint. As a result of this decision, the trial court suspended the proceedings indefinitely. The Association filed a motion for reconsideration of the dismissal of its complaint, which remains pending.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

9. Contingencies (continued)

Fresh Del Monte’s U.S. subsidiaries have not settled the DBCP claims of approximately 3,500 claimants represented by different counsel who filed actions in Mississippi in 1996 and Hawaii in 1997. Each of those actions was dismissed by a federal district court on grounds of forum non conveniens in favor of the courts of the plaintiffs’ home countries and appealed by the plaintiffs. As a result of the dismissal of the Hawaiian actions, several Costa Rican and Guatemalan individuals have filed the same type of actions in those countries. The Guatemalan action was dismissed for plaintiff’s failure to prosecute the action. On January 19, 2001, the Court of Appeals for the Fifth Circuit affirmed the dismissal of Fresh Del Monte’s subsidiaries for forum non conveniens and lack of personal jurisdiction for the Mississippi actions, and on October 1, 2001, the United States Supreme Court denied plaintiffs’ petition for an appeal. On April 22, 2003, the Hawaiian plaintiffs’ appeal of the dismissal was affirmed by the Supreme Court of the United States, thereby remanding the action to the Hawaiian State court.

On October 19, 2000, the Court of Appeals for the Fifth Circuit affirmed the dismissal of 23 non-settling defendants who had filed actions in the United States District Court in Houston, Texas. As a result, the 23 plaintiffs who did not accept the settlement are precluded from filing any new DBCP actions in the United States.

On June 19, 1995, a group of several thousand plaintiffs in an action entitled Lucas Pastor Canales Martinez, et al. v. Dow Chemical Co. et al. sued one of Fresh Del Monte’s U.S. subsidiaries along with several other defendants in the District Court for the Parish of St. Charles, Louisiana, asserting claims similar to those arising in the Texas cases due to the alleged exposure to DBCP. That action was removed to the United States District Court in New Orleans and was subsequently remanded in September 1996. Fresh Del Monte’s subsidiary has answered the complaint and asserted substantial defenses. Following the decision of the United States Court of Appeals for the Fifth Circuit in the Texas actions, this action was re-removed to federal court in November 2000. Fresh Del Monte’s subsidiary has settled with all but 13 of the Canales Martinez plaintiffs. On October 25, 2001, defendants filed a motion to dismiss the action on grounds of forum non conveniens in favor of plaintiffs’ home countries. On July 16, 2002, the district court denied that motion and the defendants filed a motion requesting immediate review by the Court of Appeals, which was denied by the district court on August 21, 2002. On August 28, 2002, defendants filed a petition for writ of mandamus before the Court of Appeals with respect to the district court’s denial of defendants’ motion to dismiss the action on grounds of forum non conveniens. On November 12, 2002, the Court of Appeals denied the petition, but stated that the district court should examine further the forum non conveniens issues. The district court has received additional briefing on the forum non conveniens issues and has not issued a further ruling.

On November 15, 1999, one of Fresh Del Monte’s U.S. subsidiaries was served in two actions entitled, Godoy Rodriguez, et al. v. AMVAC Chemical Corp., et al. and Martinez Puerto, et al. v. AMVAC Chemical Corp., et al., in the 29th Judicial District Court for the Parish of St. Charles, Louisiana. These actions were removed to federal court, where they have been consolidated. These actions are brought on behalf of claimants represented by the same counsel who filed the Mississippi and Hawaii actions as well as a number of the claimants who have not accepted the settlement offer.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

9. Contingencies (continued)

Proceedings in these actions have been suspended pending the ultimate resolution of the forum non conveniens issue in the Martinez action. At this time, it is not known how many of the 2,962 Godoy Rodriguez and Martinez Puerto plaintiffs are claiming against Fresh Del Monte’s subsidiary.

On January 8, 2001, local residents of Honolulu, Hawaii amended their complaint (the initial complaint did not include Fresh Del Monte’s U.S. subsidiary as a defendant) in federal court to include one of Fresh Del Monte’s subsidiaries as one of several defendants for injuries allegedly caused by consuming contaminated water. Fresh Del Monte’s U.S. subsidiary has answered the complaint denying all the plaintiffs’ claims and asserting substantial defenses. The depositions of the initial set of 34 plaintiffs are completed, document discovery has been exchanged, and the trial is scheduled to commence on November 4, 2003.

On or about October 20, 1997, one of Fresh Del Monte’s subsidiaries and Nordeste Investimentos e Participacoes S.A. (“Nordeste”), Fresh Del Monte’s subsidiary partner in two joint venture companies, Interfruit Brasil S.A. (“IBSA”) and International Produce Trading Ltd. (“IPTL”), agreed to submit to arbitration certain disputes that arose under joint venture agreements relating to the development of and exporting of produce from a banana plantation in Brazil. In its Request for Arbitration and Reply to Nordeste’s Counterclaim, Fresh Del Monte’s subsidiary asserted claims for breach of contract, breach of duty of loyalty, misappropriation of trade secrets and proprietary information. Fresh Del Monte’s subsidiary sought injunctive relief and $43 million in damages. Nordeste asserted in its Counterclaim that Fresh Del Monte’s subsidiary breached certain contractual obligations and improperly terminated the joint venture agreements and sought to recover liquidated and other damages in the amount of approximately $39.2 million. The hearing of the claims before the arbitral tribunal was conducted in October 1999. On May 10, 2000, the arbitrators issued their award requiring Fresh Del Monte’s subsidiary to pay $2 million to Nordeste and that Nordeste and Fresh Del Monte’s subsidiary exchange the 50% ownership they each have in the two joint venture companies (IPTL and IBSA, respectively). Fresh Del Monte accrued for the $2 million award. The May 10, 2000 award directed Fresh Del Monte’s subsidiary to transfer to Nordeste all of its shares in Bananos do Brazil Ltda (“Bandebras”), which held the shares of IBSA. Unbeknownst to the arbitral tribunal, during the pendency of the arbitration, Bandebras was renamed Del Monte Fresh Produce Brasil Ltda (“DMFPB”) and to it were transferred substantial assets and operations of Fresh Del Monte in Brazil.

On June 8, 2000 the arbitral tribunal issued an Addendum to Final Award, in which the Final Award was corrected to require Fresh Del Monte’s subsidiary to transfer to Nordeste the shares of IBSA and not any other company. Fresh Del Monte’s subsidiary tendered payment of the $2 million and proposed to have a closing to affect the transfer of the shares of the two companies. Nordeste declined Fresh Del Monte’s subsidiary’s tender.

On July 24, 2001, DMFPB was served with a preliminary injunction issued by a judge of the Eighth Civil Court in Recife, Brazil, enjoining Fresh Del Monte’s subsidiary from transferring the assets and ownership of DMFPB as well as requiring the provision of certain information to the court on a monthly basis regarding DMFPB’s business pending the resolution of Nordeste’s action seeking enforcement of

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

9. Contingencies (continued)

the May 10, 2000 arbitral award as originally entered, and declaring the addendum to that award a nullity. On August 6, 2001, DMFPB filed an appeal with the State of Pernambuco Appellate Tribunal seeking to revoke the preliminary injunction. The appeal contained a specific request addressed to the Reporting Judge of the Appellate Tribunal for the immediate suspension of the effects of the preliminary injunction. On August 21, 2001, the Reporting Judge denied DMFPB’s specific request for an immediate suspension of the preliminary injunction. On December 21, 2001, the briefs in support of the principal appeal were filed, along with a motion to transfer venue. On October 1, 2002, the court granted DMFPB’s motion to transfer venue to Fortaleza, Brazil. The three judge panel of the Appellate Tribunal has yet to rule on the merits of DMFPB’s principal appeal. On January 10, 2003, the parties entered into a settlement of all disputes. Under the terms of the settlement, Fresh Del Monte’s subsidiary paid $2.3 million to Nordeste, representing the amount required by the Final Award plus interest in exchange for which Nordeste terminated all legal actions against Fresh Del Monte’s subsidiaries wherever pending. The parties are awaiting court approval of the settlement and dismissal documents.

In connection with the settlement, Fresh Del Monte entered into an agreement to purchase certain agricultural assets from Nordeste and a related entity for an aggregate of $10.7 million. Fresh Del Monte’s preliminary estimate of the fair value of the assets to be purchased is $8.5 million. The excess of the purchase price over the estimated fair value of the assets to be acquired was recorded as additional settlement expense in the year ended December 27, 2002 and is accrued in the accompanying consolidated balance sheets at March 28, 2003 and December 27, 2002.

On April 7, 2001, three of Fresh Del Monte’s U.S. subsidiaries were served with a complaint filed by Maui Pineapple Company, Ltd. and Maui Land & Pineapple Company, Inc. (“Maui Pineapple”) in the Circuit Court of the 2nd Circuit, State of Hawaii, which was amended on May 10, 2001. The amended complaint seeks damages in excess of $1 million for claims involving of breach of contract, breach of implied covenant of good faith and fair dealing, fraud/intentional misrepresentation, unjust enrichment, interference with a prospective business advantage, monopolistic trade practices, promissory estoppel, declaratory relief, injunctive relief, attorneys’ fees, pre and post judgment interest and punitive damages.

Fresh Del Monte’s U.S. subsidiaries filed motions to dismiss for lack of subject matter jurisdiction, forum non conveniens or, in the alternative, for a stay pending disposition of a related federal action, which were denied. Accordingly, Fresh Del Monte’s U.S. subsidiaries answered the amended complaint denying Maui Pineapple’s alleged claims. The parties have exchanged document discovery and several depositions have been taken. The trial is scheduled to commence in June 2003.

On April 12, 2001, Maui Pineapple filed a complaint against Fresh Del Monte and three of its U.S. subsidiaries in the United States District Court for the Northern District of California for damages and injunctive relief for trademark infringement of Maui Pineapple’s Hawaiian Gold trademark, trademark dilution, Lanham Act (false advertising and false description), unfair competition, and unjust enrichment. The complaint seeks injunctive and declaratory relief, compensatory and treble damages, restitution, interest costs and attorneys’ fees.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

9. Contingencies (continued)

Two of Fresh Del Monte’s U.S. subsidiaries filed an answer and affirmative defenses, and one of Fresh Del Monte’s U.S. subsidiaries filed a counterclaim for willful infringement of U.S. Patent No. 8,863. Maui Pineapple answered the counterclaim and counterclaimed for declaratory judgment seeking a declaration that the patent is invalid and not infringed. Maui Pineapple also filed counts in its counterclaim against two of Fresh Del Monte’s U.S. subsidiaries for conspiracy to monopolize, attempt to monopolize, monopolization, restraint of trade under Clayton Act Sec. 3, Lanham Act unfair competition, statutory unfair competition (California Unfair Practices Act), and interference with a prospective economic advantage. Fresh Del Monte’s U.S. subsidiaries answered Maui Pineapple’s counterclaim, denying the alleged violations.

Fresh Del Monte and one of its U.S. subsidiaries filed a motion to dismiss for lack of personal jurisdiction. In September 2001, the Court granted the motion in part by dismissing Fresh Del Monte while denying it in part by declining to dismiss Fresh Del Monte’s U.S. subsidiary, which then answered the complaint. The Court also granted Maui Pineapple’s motion to bifurcate the patent counterclaim from the trademark claims. Accordingly, the trademark claims and patent claims proceeded on separate, but parallel, tracks.

In November 2002, the Court granted summary judgment in favor of Fresh Del Monte’s U.S. subsidiaries on all of Maui Pineapple’s claims related to the companies’ use of the Del Monte Gold trademark. The remainder of Maui Pineapple’s claims were confidentially settled in mediation in November 2002. The parties are in the process of preparing the appropriate settlement and dismissal documents. Fresh Del Monte accrued the appropriate amount for the settlement in its financial statements as of March 28, 2003.

The patent action is proceeding more slowly. The parties have exchanged initial sets of documents, but only a few depositions have been taken. The trial of the patent case is set to commence on October 13, 2003. Fresh Del Monte’s subsidiary motion to dismiss its patent infringement claim was granted on April 4, 2003 and will move to dismiss Maui Pineapple’s claims based upon the dismissal of the patent infringement claim.

On November 13, 2002, Eastbrook Caribe A.V.V., an Aruba company, which claims to be an assignee of certain individuals and entities purporting to be former indirect shareholders of Fresh Del Monte’s predecessor, filed in the Supreme Court of the State of New York (Trial Court), County of New York, a summons with notice purporting to assert claims against Fresh Del Monte, a subsidiary of Fresh Del Monte and certain current and former directors, officers and shareholders of Fresh Del Monte and its predecessor (the “New York Complaint”). On April 16, 2003, Fresh Del Monte was served with the New York Complaint in this matter.

On December 30, 2002, Fresh Del Monte was served with a complaint filed on December 18, 2002 in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida by 11 Mexican individuals and corporations, who claim to have been former indirect shareholders of Fresh Del Monte’s predecessor, against Fresh Del Monte, and certain current and former directors, officers and shareholders of Fresh Del Monte and its predecessor (the “Florida Complaint”).

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

9. Contingencies (continued)

The New York Complaint and the Florida Complaint both allege that instead of proceeding with a prospective buyer who offered superior terms, the former chairman of Fresh Del Monte’s predecessor and majority shareholder, agreed to sell the company’s predecessor to its current majority shareholder at a below market price as the result of commercial bribes allegedly paid by Fresh Del Monte’s majority shareholder and chief executive officer to Fresh Del Monte’s predecessor’s former chairman. On February 20, 2003, Fresh Del Monte filed a motion to dismiss the Florida Complaint which is scheduled for oral argument on May 7, 2003. Fresh Del Monte believes that the allegations of the New York Complaint and the Florida Complaint are entirely without merit.

Fresh Del Monte’s subsidiaries intend to vigorously defend themselves in all of these matters. At this time, management is not able to evaluate the likelihood of a favorable or unfavorable outcome in any of the above-described matters. Accordingly, management is not able to estimate the range or amount of loss, if any, on any of the above-described matters and no accruals have been recorded as of March 28, 2003, except as previously discussed related to Nordeste and Maui Pineapple actions.

In 1980, elevated levels of certain chemicals were detected in the soil and ground water at a plantation leased by one of Fresh Del Monte’s U.S. subsidiaries in Honolulu, Hawaii (“Kunia Well Site”). Shortly thereafter, Fresh Del Monte’s 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, Fresh Del Monte’s 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, Fresh Del Monte’s 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.

The estimated remediation costs associated with this matter range from $5.4 million to $26.1 million, based on an updated draft of the final feasibility study submitted in October 2002. Certain portions of these estimates have been discounted using a 5% interest rate.

The undiscounted estimates are between $6.9 million and $31.4 million. As a result of communications with the EPA during 2001, Fresh Del Monte 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 of $19.1 million.

Based on conversations with the EPA during the third quarter of 2002 and consultation with Fresh Del Monte’s legal counsel and other experts, Fresh Del Monte 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

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

9. Contingencies (continued)

Site. Accordingly, an accrual of $26.1 million is included in other noncurrent liabilities in the accompanying consolidated balance sheets at March 28, 2003 and December 27, 2002.

In August of 2002, Fresh Del Monte’s subsidiary received information that additional spills of certain chemicals and DBCP may have occurred at the plantation during the 1950s and 1960s. Fresh Del Monte’s subsidiary reported this information to the EPA and submitted a plan to the EPA to investigate for potential contamination. The sampling plan was performed in October 2002. The results of the sampling plan indicated that such spills that may have occurred did not cause significant contamination and should not impact the projected remedial costs for the Kunia Well Site.

In addition to the foregoing, Fresh Del Monte’s subsidiaries are involved, from time to time, in various claims and legal actions incident to their 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 Fresh Del Monte’s financial position or operating results.

10. Earnings Per Share

Basic and diluted per share income are calculated as follows (U.S. dollars in millions, except share and per share data):


			Quarter ended

			March 28,		March 29,
			2003		2002

Numerator:
Income before cumulative effect of change in accounting principle			$	88.1	$	67.1

Denominator:
Denominator for basic earnings per share – weighted average number of ordinary shares outstanding				56,215,957		54,223,085
Effect of dilutive securities:
	Employee stock options			779,427		1,169,483

Denominator for diluted earnings per share				56,995,384		55,392,568


Income before cumulative effect of change in accounting principle per share:
		Basic	$	1.57	$	1.24
		Diluted	$	1.55	$	1.21

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

11. Business Segment Data

Fresh Del Monte is principally engaged in one major line of business, the production, distribution and marketing of bananas and other fresh produce. Fresh Del Monte’s products are sold in markets throughout the world, with its major producing operations located in North, Central and South America, the Asia-Pacific region and Africa.

Through March 28, 2003, Fresh Del Monte’s operations have been aggregated on the basis of its products: bananas, other fresh produce and non-produce. Other fresh produce includes pineapples, melons, tomatoes, potatoes, onions, grapes, citrus, apples, pears, peaches, plums, plantains, and fresh-cut produce. Non-produce includes a third-party ocean freight container business, a plastic product and box manufacturing business, a poultry business and a grain business.

Fresh Del Monte evaluates performance based on several factors, of which net sales and gross profit are the primary financial measures (U.S. dollars in millions):


	Quarter ended

	March 28, 2003				March 29, 2002

	Net sales		Gross profit		Net sales		Gross profit

Bananas	$	253.3	$	34.3	$	227.4	$	30.2
Other fresh produce		360.9		70.2		283.4		75.3
Non-produce		29.6		2.5		26.6		1.1

Total	$	643.8	$	107.0	$	537.4	$	106.6


			March 28, 2003		December 27, 2002

Identifiable assets:
	North America		$	403.0	$	226.4
	Europe			257.3		234.4
	Asia-Pacific			69.0		55.3
	Central and South America			467.7		475.0
	Maritime equipment (including containers)			156.6		159.7
	Corporate			113.4		112.0

		Total assets	$	1,467.0	$	1,262.8

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unaudited

12. Subsequent Event

At the Company’s Annual Shareholders’ Meeting held on April 30, 2003, Fresh Del Monte’s shareholders approved the regular quarterly cash dividend of $0.10 per share as proposed by the Board of Directors on February 12, 2003. The dividend will be payable on June 4, 2003 to shareholders of record as of May 12, 2003.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unaudited

Liquidity and Capital Resources

Net cash provided by operating activities was $45.4 million for the first three months of 2003 as compared to $58.1 million for the first three months of 2002. The decrease in cash provided by operating activities was primarily attributed to reductions in accounts payable and accrued expenses.

Working capital was $185.6 million at March 28, 2003 and $103.4 million at December 27, 2002, an increase of $82.2 million.

Net cash used in investing activities for the first three months of 2003 was $113.4 million compared with net cash used in investing activities of $15.6 million for the first three months of 2002. Net cash used in investing activities for the first three months of 2003 consisted primarily of capital expenditures of $13.6 million and the acquisition of Standard Fruit and Vegetable Co., Inc. (“Standard”) for approximately $99.7 million, which included four distribution facilities and increases Fresh Del Monte’s presence in key markets in the United States. In addition, the acquisition allows Fresh Del Monte to increase its product offerings to include tomatoes, potatoes, onions and an extensive line of specialty items. Capital expenditures in the first quarter of 2003 were primarily for expansion of our production facilities in South and Central America and distribution and fresh-cut facilities in North America. Net cash used in investing activities for the first three months of 2002 consisted primarily of capital expenditures of $17.4 million, primarily for expansion of our distribution and fresh-cut facilities in North America and the United Kingdom and the purchase of a pre-owned refrigerated vessel.

Net cash provided by financing activities for the first three months of 2003 was $74.3 million compared to net cash used in financing activities of $43.0 million for the first three months of 2002. Net cash provided by financing activities for the first three months of 2003 consisted primarily of net proceeds from long-term debt of $77.0 million. Net cash used in financing activities for the first three months 2002 consisted primarily of net repayments of long-term debt of $43.6 million.

At March 28, 2003, Fresh Del Monte had $281.5 million available under committed working capital facilities, all of which is represented by the New Credit Facility. The New Credit Facility includes a swing line facility and a letter of credit facility as was the case with the previous credit facility. At March 28, 2003, $7.4 million of available credit was applied towards the issuance of letters of credit. The New Credit Facility is collateralized directly or indirectly by substantially all of Fresh Del Monte’s assets, permits borrowings with an interest rate based on a spread over the London Interbank Offered Rate (“LIBOR”) and expires on March 21, 2007. Outstanding borrowings on the New Credit Facility at March 28, 2003 were $111.1 million, bearing interest at an average rate of 2.9%.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Unaudited

Liquidity and Capital Resources (continued)

As of March 28, 2003, Fresh Del Monte had $166.3 million of long-term debt and capital lease obligations, including the current portion, consisting of $111.1 million related to the New Credit Facility, $23.5 million of long-term debt related to refrigerated vessel loans, $7.9 million of other long-term debt and $23.8 million of capital lease obligations.

As of March 28, 2003, Fresh Del Monte had cash and cash equivalents of $16.1 million.

Results of Operations

First Quarter 2003 Compared with First Quarter 2002

Net Sales. Net sales for the first quarter of 2003 were $643.8 million compared with $537.4 million for the first quarter of 2002. The increase in net sales of $106.4 million was attributable to increased sales of other fresh produce, primarily due to the Standard acquisition during the first quarter of 2003 and the U.K. Fresh-Cut acquisition during the second quarter of 2002, which combined contributed a total of approximately $79 million to net sales in the first quarter of 2003. Also contributing to the increase in net sales during the first quarter of 2003 is an increase in net sales of bananas that resulted from higher sales volumes in North America and the Asia-Pacific Region and higher per unit sales prices in North America and the European Region.

Net sales were positively impacted by a weaker dollar versus the Euro and Japanese yen. The net effect of foreign exchange in the first quarter of 2003 compared with the same period of 2002 was an increase in net sales of approximately $25.7 million.

Cost of Products Sold. Cost of products sold was $536.8 million for the first quarter of 2003 compared with $430.8 million for the first quarter of 2002, an increase of $106.0 million primarily due to higher banana and other fresh produce sales volumes due to the Standard and U.K. Fresh-Cut acquisitions, combined with higher sea transportation costs as a result of increased fuel costs and higher containerboard costs.

Gross Profit. Gross profit was $107.0 million for the first quarter of 2003 compared with $106.6 million for the same period in 2002, an increase of $0.4 million. As a percentage of sales, gross profit margin decreased to 16.6% in the first quarter of 2003 compared to 19.8% in the first quarter of 2002. Gross profit margin as a percent of sales decreased primarily as a result of unusually high gross profit margin in the first quarter of 2002 due to higher per unit sales prices of melons, pineapples, and non-tropical fruit combined with reduced sea transportation costs. Gross profit margin as a percent of sales for the first quarter in 2003 was more in-line with results for the fiscal year 2002 and reflects a shift in sales mix to high volume, high inventory turnover, lower risk products from the Standard acquisition. Gross margin for the first quarter of 2003 was also affected by lower per unit sales prices of melons and pineapples, higher sea transportation costs as a result of increased fuel costs and higher containerboard costs and higher operating costs as the result of stronger foreign currencies.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Unaudited

First Quarter 2003 Compared with First Quarter 2002 (continued)

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $1.3 million from $23.9 million in the first quarter of 2002 to $25.2 million for the first quarter of 2003. The increase is principally due to higher administrative expenses as the result of the Standard acquisition and increased insurance costs as well as higher promotional expenses for direct marketing activities in Europe.

Asset Impairment Charges. A charge of $4.7 million for impairment of long-lived assets was recorded during the first quarter of 2002 due to the continued operating losses of certain distribution facilities in South Africa and Argentina related to the other fresh produce segment and fair value estimates of these assets.

Operating Income. Operating income for the first quarter of 2003 was $81.8 million compared with $78.0 million for the same period in 2002, an increase of $3.8 million. This increase in operating income is primarily attributable to the asset impairment charge in the first quarter of 2002.

Interest Expense. Interest expense decreased $2.0 million to $2.8 million for the first quarter of 2003 compared with $4.8 million for the first quarter of 2002, as a result of lower average debt balance and lower effective interest rates.

Other Income (Loss), Net. Other income (loss), net increased by $14.9 million from a loss of $0.3 million for the first quarter of 2002 to income of $14.6 million for the first quarter of 2003. The increase is due primarily to insurance recoveries of $11.5 million recorded in the first quarter of 2003 under a business interruption insurance policy related to Hurricane Mitch in 1998, which disrupted the Guatemalan operations. The increase is also due to net foreign exchange gains for the first quarter of 2003 compared to net foreign exchange losses for the first quarter of 2002.

Provision for Income Taxes. Provision for income taxes decreased from $6.2 million in the first quarter of 2002 to $5.7 million in the first quarter of 2003 primarily due to a change in the source of pretax income to jurisdictions where tax rates are lower.

Seasonality

Interim results are subject to significant seasonal variations and may not be indicative of the results of operations that may be expected for the entire 2003 year.

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES
_______

Disclosure Controls and Procedures

Within 90 days prior to the date of this Form 6-K, 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 pursuant to Exchange Act Rule 13a or 15d. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be included in our periodic filings with the SEC. There have been no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect those internal controls subsequent to the date we carried out our evaluation, and there have been no corrective actions with respect to significant deficiencies or material weaknesses.

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: May 2, 2003		By: /s/ Hani El-Naffy

		Hani El-Naffy President & Chief Operating Officer


		By: /s/ John F. Inserra

		John F. Inserra Executive Vice President & Chief Financial Officer

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