Impact of the COVID-19 Pandemic and General Economic Conditions

Divestiture, Acquisition and Financing Transactions

•our ability to compete successfully in the markets in which we operate;

•fluctuations in commodity prices and our ability to pass on increased costs to our customers or hedge against such rising costs, and the impact of those increased prices on our volumes;

•our ability to manage our operations successfully;

•our ability to protect our intellectual property;

•the seasonal nature of our business and the effect of adverse weather conditions;

•the impact of national, regional and global events, including those of a political, economic, business and competitive nature;

•our ability to fully realize the potential benefit of transactions or other strategic opportunities that we pursue;

•our ability to realize revenue and cost synergies of our acquisitions due to integration difficulties and other challenges;

•our exposure to intangible asset risk;

•the impact of the spread of COVID-19, related government actions and the Company's strategy in response thereto on our business, financial condition and results of operations;

•our ability to maintain favorable arrangements and relationships with our suppliers;

•our ability to meet our obligations under our debt agreements, and risks of further increases to our indebtedness;

•our ability to maintain compliance with the covenants and conditions under our debt agreements;

•fluctuations in interest rates, which could increase our borrowing costs;

•our ability to recruit, retain and integrate new management;

•the impact of increased labor costs on our business;

•our ability to renew our collective bargaining agreements on satisfactory terms;

•the impact on our financial results from uncertainty in the financial markets and other adverse changes in general economic conditions;

•any disruption to production at our manufacturing facilities;

•our ability to maintain access to our water sources;

•compliance with product health and safety standards;

•liability for injury or illness caused by the consumption of contaminated products;

•liability and damage to our reputation as a result of litigation or legal proceedings;

•changes in the legal and regulatory environment in which we operate;

•our ability to utilize tax attributes to offset future taxable income;

•disruptions in our information systems;

•our ability to securely maintain our customers' confidential or credit card information, or other private data relating to our employees or our company;

•our ability to maintain our quarterly dividend; or

The following items of significance affected our financial results for the first half of 2022:

The following tables summarize the change in revenue by reporting segment for the three and six months ended July 2, 2022:

The following tables summarize the change in gross profit by reporting segment for the three and six months ended July 2, 2022:

Our corporate oversight function is not treated as a segment; it includes certain general and administrative costs that are disclosed in the Other category.

The following tables summarize net revenue by channel for the three and six months ended July 2, 2022 and July 3, 2021:

The following table summarizes our EBITDA and Adjusted EBITDA for the three and six months ended July 2, 2022 and July 3, 2021:

Three Months Ended July 2, 2022 Compared to Three Months Ended July 3, 2021

Net revenue increased $45.3 million, or 8.6%, in the second quarter from the prior year period.

Other net revenue decreased $0.6 million, or 0.9%, in the second quarter from the prior year period due primarily to the unfavorable impact of foreign exchange rates.

Gross profit increased to $332.3 million in the second quarter from $297.2 million in the prior year period. Gross profit as a percentage of revenue was 58.2% in the second quarter compared to 56.5% in the prior year period.

Other gross profit decreased to $25.1 million in the second quarter from $27.4 million in the prior year period due primarily to the unfavorable impact of foreign exchange rates.

Selling, General and Administrative Expenses

SG&A expenses increased to $291.6 million in the second quarter from $259.9 million in the prior year period. SG&A expenses as a percentage of revenue was 51.0% in the second quarter compared to 49.4% in the prior year period.

Europe SG&A expenses remained relatively flat at $45.9 million in the second quarter compared to $46.0 million in the prior year period.

Other acquisition and integration expenses decreased to $0.6 million in the second quarter from $1.2 million in the prior year period due to lower acquisition and integration costs related to the Legacy Primo business.

There were no North America impairment charges in the second quarter or prior year.

Operating income decreased to $6.6 million in the second quarter from operating income of $31.6 million in the prior year period.

North America operating income increased to $48.3 million in the second quarter from $40.1 million in the prior year period due to the items discussed above.

Europe operating loss increased to $29.1 million in the second quarter from $1.6 million in the prior year period due to the items discussed above.

Other operating loss increased to $12.6 million in the second quarter from $6.9 million in the prior year period due to the items discussed above.

Other expense, net was $10.7 million for the second quarter compared to other expense, net of $25.6 million in the prior year period due primarily to unrealized foreign exchange losses in the current year period and costs to redeem our 2025 Notes incurred in the prior year period.

Six Months Ended July 2, 2022 Compared to Six Months Ended July 3, 2021

Net revenue increased $93.0 million, or 9.3%, for the year to date from the prior year period.

Gross profit increased to $631.9 million for the year to date from $561.7 million in the prior year period. Gross profit as a percentage of revenue was 57.6% year to date compared to 55.9% in the prior year period.

Other gross profit decreased to $48.9 million for the year to date from $49.4 million in the prior year period due primarily to the unfavorable impact of foreign exchange rates.

Selling, General and Administrative Expenses

SG&A expenses increased to $569.9 million for the year to date from $507.9 million in the prior year period. SG&A expenses as a percentage of revenue was 51.9% year to date compared to 50.6% in the prior year period.

There were no North America impairment charges in the first half of 2022 or 2021.

Operating income was $21.9 million for the year to date compared to operating income of $44.7 million in the prior year period.

North America operating income increased to $76.6 million for the year to date from $66.2 million in the prior year period due to the items discussed above.

Europe operating loss increased to $32.7 million for the year to date from $5.0 million in the prior year period due to the items discussed above.

Other operating loss increased to $22.0 million for the year to date from $16.5 million in the prior year period due to the items discussed above.

As of July 2, 2022, we had total debt of $1,526.8 million and $98.5 million of cash and cash equivalents compared to $1,560.9 million of debt and $128.4 million of cash and cash equivalents as of January 1, 2022.

A future change to our assertion that foreign earnings will be permanently reinvested could result in additional income taxes and/or withholding taxes payable, where applicable. Therefore, a higher effective tax rate could occur during the period of repatriation.

A dividend of $0.07 per common share was declared during each quarter of 2022 for an aggregate dividend payment of approximately $22.9 million.

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