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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-4455
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DOLE FOOD COMPANY, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
HAWAII 99-0035300
(State or other jurisdiction (I.R.S. employer
of identification
incorporation or number)
organization)
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31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 879-6600
Securities registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, No Par Value New York Stock Exchange
Pacific Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether 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 _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive Proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 9, 1996 was approximately $2,458,121,000.
The number of shares of Common Stock outstanding as of March 9, 1996 was
59,954,172.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1995 Annual Report to Stockholders for the year
ended December 30, 1995 are incorporated by reference into Parts I, II and IV.
Portions of the registrant's definitive Proxy Statement for its 1996 Annual
Meeting of Stockholders are incorporated by reference into Part III.
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DOLE FOOD COMPANY, INC.
FORM 10-K
FISCAL YEAR ENDED DECEMBER 30, 1995
TABLE OF CONTENTS
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ITEM NUMBER
IN FORM 10-K PAGE
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PART I
1. Business................................................................................................... 1
2. Properties................................................................................................. 6
3. Legal Proceedings.......................................................................................... 8
4. Submission of Matters to a Vote of Security Holders; Executive Officers of the Registrant.................. 9
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters.................................. 10
6. Selected Financial Data.................................................................................... 10
7. Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 10
8. Financial Statements and Supplementary Data................................................................ 10
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................... 10
PART III
10. Directors and Executive Officers of the Registrant......................................................... 10
11. Executive Compensation..................................................................................... 10
12. Security Ownership of Certain Beneficial Owners and Management............................................. 11
13. Certain Relationships and Related Transactions............................................................. 11
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................................ 11
(a) 1. Index to Financial Statements........................................................ 11
2. Index to Financial Statement Schedules............................................... 11
3. Exhibits............................................................................. 11
(b) Reports on Form 8-K.................................................................................... 12
Signatures ........................................................................................................... 13
Financial Statements and Financial Statement Schedules ............................................................... F-1 -- F-2
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PART I
ITEM 1. BUSINESS
Dole Food Company, Inc. was founded in Hawaii in 1851 and was incorporated
under the laws of Hawaii in 1894. Unless the context otherwise requires, Dole
Food Company, Inc. and its consolidated subsidiaries are referred to herein as
the "Company" and "Dole".
The Company's principal executive offices are located at 31365 Oak Crest
Drive, Westlake Village, California 91361, telephone (818) 879-6600. At December
30, 1995, the Company had approximately 43,000 full-time employees worldwide.
The Company is engaged in food production and distribution, and, until December
28, 1995 was engaged in real estate development and resorts. Dole is one of the
largest companies engaged in the worldwide sourcing, growing, processing,
distributing and marketing of high quality, branded food products. The Company
sources, grows, processes or markets fruits, vegetables, nuts and beverages in
the following locations: North America, Latin America, Asia and Europe.
On December 28, 1995, the Company completed the distribution to its
shareholders of the Common Stock of Castle & Cooke, Inc., a Hawaii corporation
to which all of the Company's real estate and resorts businesses were
transferred. These real estate operations are primarily conducted under the
"Castle & Cooke" name and hold, develop, operate and sell residential,
commercial, industrial, retail and resorts properties in Hawaii, California,
Arizona, North Carolina, Georgia and Mississippi.
The Company's food operations are described below. For detailed financial
information with respect to the Company's business and its operations, see the
Company's Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements, which are included in its 1995 Annual Report
for the fiscal year ended December 30, 1995 (the "Dole Annual Report") and
incorporated by reference in Part II of this report.
FOOD
GENERAL
Dole is engaged in the worldwide sourcing, growing, processing, distributing
and marketing of high quality, branded food products. Dole provides retail and
institutional customers and other food product companies with high quality
products bearing the DOLE-Registered Trademark- trademark which are produced and
improved through research, agricultural assistance and advanced harvesting,
processing, packing, cooling, shipping and marketing techniques.
Dole is one of the world's largest producers of bananas and pineapples. Dole
is also a major marketer of citrus and table grapes worldwide and an industry
leader in iceberg lettuce, celery, cauliflower and broccoli and in value-added,
pre-cut salads and vegetables. Dole is a leading processor of California
raisins, almonds and dates. On May 19, 1995, the Company completed the sale of
its worldwide (except for Japan) juice business (except for the canned pineapple
and pineapple blend fruit juice business) to Tropicana Products, Inc.
Dole's products are produced both directly on Company-owned or leased land
and through associated producer and independent grower arrangements pursuant to
which Dole provides varying degrees of farming, harvesting, packing, storing,
shipping, stevedoring and marketing services, as well as financing through
advances to growers of certain products. Fresh fruit and vegetable products,
dried fruit and nuts and processed pineapple products are, for the most part,
packed and/or processed directly by Dole.
Dole utilizes product quality, brand recognition, competitive pricing,
effective customer service and consumer marketing programs to enhance its
position within the highly competitive food industry. Consumer and institutional
recognition of the DOLE-Registered Trademark- trademark and related brands and
the association of these brands with high quality food products contribute
significantly to Dole's ability to compete in the markets for fresh fruit and
vegetables, packaged foods and dried fruit and nuts. The
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Company owns these trademarks in the United States, Canada and in other
countries in which it conducts business and regards them as important corporate
assets with high recognition and acceptance.
The markets for all of Dole's products are highly competitive. In order to
compete successfully, Dole sources products of high quality and seeks to
distribute them in worldwide markets on a timely basis. Dole's competitors in
the fresh fruit business include a limited number of large international food
companies, as well as a large number of smaller independent food companies,
grower cooperatives and foreign government-sponsored producers which have
intensified competition in recent years. With respect to vegetables, a limited
number of grower-shippers in the United States and Mexico supply a significant
portion of the domestic fresh vegetable market. However, numerous smaller
independent distributors also compete with Dole in the market for fresh
vegetables. With respect to processed pineapple, Dole competes against a limited
number of large U.S. companies, as well as a substantial number of smaller
foreign competitors and independent canners. Dole's citrus and dried fruit and
nut products compete in North America primarily against large grower
cooperatives with strong brand recognition.
Dole's earnings from its fresh fruit, fresh vegetable and dried fruit and
nut operations are sensitive to fluctuations in the volatile market prices for
these products. Excess supplies often cause severe price competition. Growing
conditions in various parts of the world, particularly weather conditions such
as floods, droughts and freezes, and diseases and pests are primary factors
affecting market prices because of their influence on supply and quality of
product. Other factors affecting Dole's operations include the seasonality of
its supplies, the ability to process products during critical harvest periods,
the timing and effects of ripening, the degree of perishability, the
effectiveness of worldwide distribution systems, the terms of various federal
and state marketing orders (particularly for dried fruit and nuts), total
worldwide industry volumes, the seasonality of consumer demand, foreign currency
exchange fluctuations, foreign importation restrictions and foreign political
risks.
PRODUCTS
Dole sources, distributes and markets fresh fruit products including
bananas, pineapples, table grapes, apples, pears, plums, oranges, grapefruit,
lemons, mangoes, kiwi, tangelos, melons, cherries and other deciduous, tropical
and citrus fruits.
Dole sources, harvests, cools, distributes and markets more than 20
different types of fresh vegetable products, including iceberg lettuce, red and
green leaf lettuce, romaine lettuce, butter lettuce, celery, cauliflower,
broccoli, carrots, brussels sprouts, spinach, red and green onions, asparagus,
snow peas, artichokes, strawberries and raspberries. Dole also markets
value-added products such as iceberg lettuce based salad mixes, complete salad
kits which include dressing and condiments, blends of specialty lettuces, red
and green cabbage, mini peeled carrots and coleslaw.
Dole sources, processes and markets raisins, prunes, dates, almonds and
trail mix.
Dole's fresh fruit and vegetable products and its consumer dried fruit and
nut products are marketed under the DOLE brand, under other brand names owned by
the Company, and, in some cases, under private labels.
Dole produces and markets processed food products including sliced, chunk,
tidbit and crushed pineapple in cans, as well as tropical fruit salad, and
markets mandarin oranges. Dole also markets DOLE-Registered Trademark- canned
pineapple juice and pineapple juice blend beverages and
DOLEWHIP-Registered Trademark- soft-serve, non-dairy dessert.
Dole's products are marketed through 27 direct selling offices in North
America, 19 in Europe, four in Japan, one each in Hong Kong, Korea, the Middle
East, the Philippines and Taiwan, as well as through independent brokers.
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DOLE NORTH AMERICA
DOLE NORTH AMERICA sources, distributes and markets
DOLE-Registered Trademark- fresh fruits and vegetables, dried fruit and nuts and
other processed food products, including processed pineapple, canned pineapple
juices and pineapple juice blend beverages, in North America.
Dole North America markets bananas and pineapples grown in Latin America,
table grapes grown in the United States, Chile and Mexico, apples and pears
grown in the United States and Chile, melons grown in Ecuador and citrus fruit
grown in the United States, as well as other deciduous and tropical fruit grown
in the United States, Latin America and Mexico. Fresh pineapple destined for
North America is grown by Dole North America in Hawaii. These products are sold
primarily to wholesalers and retail chains, which in turn resell or distribute
them to retail food stores.
Fresh vegetables marketed by Dole are generally grown by independent growers
in California, Arizona, Colorado and northern and central Mexico. The vegetables
are generally field packed and transported to Dole's central cooling and
distribution facilities. The products are sold to customers in North America,
Asia and Western Europe.
Dried fruit and nut products are sourced from independent growers and, to a
lesser extent, produced by Dole North America. They are packaged for the retail
consumer and in bulk for cereal, confectionery and other food processors and for
food service use. Raisins are acquired from growers and dehydrators located in
the San Joaquin Valley of California. These products are marketed domestically
and overseas, primarily in Western Europe and Asia. Approximately 60% of all
production is sold to other food processors for eventual use in other food
products. Raisins account for the largest portion of dried fruit and nut sales.
On May 19, 1995, the Company completed the sale of its worldwide juice
business to Tropicana Products, Inc. Dole continues to participate in the
worldwide canned pineapple and pineapple blend fruit juice business. Snow Brand
Milk Products Co., Ltd., under license from Dole, conducts the juice business
under the DOLE brand in Japan.
Dole has an agreement with Nestle Dairy Systems, Inc., a subsidiary of
Nestle USA, Inc., in which Dole has licensed to Nestle its rights to market and
manufacture processed products in key segments of the frozen novelty business in
the United States and Canada, including FRUIT 'N JUICE-Registered Trademark-,
SUNTOPSTM, FRESH LITES-Registered Trademark-, FRUIT 'N YOGURTTM and FRUIT 'N
CREAMTM bars and, in the premium novelty category, Fruit Sorbet. Certain
pineapple and pineapple blend fruit juices are obtained through co-production
arrangements with independent manufacturers. Co-producers manufacture these
products pursuant to strict specifications and under Company supervision
designed to ensure consistently high product quality.
DOLE LATIN AMERICA
DOLE LATIN AMERICA sources and transports bananas grown in Colombia, Costa
Rica, Ecuador, Guatemala, Honduras, Nicaragua, Panama and Venezuela for markets
principally in North America, Europe and the Mediterranean.
Fresh pineapples destined for the North American and Western European
markets are grown by Dole Latin America on plantations in Honduras and sourced
from independent producers in Costa Rica. Dole Latin America is winding down its
fresh pineapple operation in the Dominican Republic.
Dole Latin America sources table grapes, apples, pears and other deciduous
fruit grown in Chile, melons grown in Ecuador, citrus fruit grown in Honduras
and Argentina, and mangoes from Guatemala, Honduras, Mexico, Peru and Venezuela
for markets in North America, Western Europe and Asia.
Dole operates a fleet of 9 refrigerated containerships and 25 breakbulk
refrigerated ships, of which 19 are Company-owned or bareboat chartered and the
remainder are time chartered. From
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time to time, excess capacity may be chartered to others or may carry commercial
cargo for third parties. In January 1995 Dole took delivery of the last of four
new breakbulk refrigerated vessels built to its specifications in a Polish
shipyard.
Dole Latin America conducts other food and beverage operations in Honduras,
including an approximately 80% interest in a beer and soft drink bottling
operation, a bottle crown plant, a plastic injection molding facility used
primarily for the manufacture of beer and soft drink plastic cases, a sugar mill
and sugar cane plantations, as well as a majority interest in an edible oils
refinery, a laundry soap factory, a palm oil extraction operation and a palm oil
plantation. The beer and soft drink bottling operation, which sells its products
primarily in Honduras, competes against other local bottlers. Competition
focuses on product quality, consumer marketing programs and the effectiveness of
the distribution system.
DOLE ASIA
Bananas and pineapples grown in the Philippines are transported to markets
principally in Asia and the Middle East. Pineapples used for processed products
are grown primarily in Thailand and the Philippines. Dole Asia also sources
DOLE-Registered Trademark- and MOUNTAIN-Registered Trademark- asparagus from the
Philippines and distributes and markets these products in Japan and other Asian
countries.
Snow Dole Co., Ltd., a joint venture of Dole and Snow Brand Milk Products
Co., Ltd. of Japan, processes and distributes frozen desserts, canned pineapple
and other processed foods in Japan.
Dole Asia is developing citrus orchards in mainland China.
Dole Asia also produces leather-leaf ferns, anthuriums and other tropical
flowers in the Philippines for export to Japan. The winding down of Dole Asia's
shrimp farming operation in the Philippines is continuing.
DOLE EUROPE
DOLE EUROPE is a major importer of bananas and other fresh fruits, dried
fruits, nuts and canned fruits in Europe and the Near East.
Dole Europe operates four regional banana ripening and distribution
companies in France which complement the Company's investment in the largest
French banana producer, with banana plantations in Cameroon, import operations
in France and Spain, and banana ripening in eight regional facilities in France
and three in Spain. Dole Europe owns and operates four regional banana ripening
facilities in Spain. Dole Europe is a minority partner with the Jamaican
Producer Group (the largest banana producer in Jamaica), in the Jamaican
Producers Fruit Distributors Ltd. in the United Kingdom. This banana ripening
and fruit distribution company operates five facilities in the United Kingdom.
This joint venture distributes fresh fruits and bananas under the DOLE brand, as
well as Jamaican bananas, fruits and vegetables direct to retail in the United
Kingdom.
Dole Europe is the majority partner, with the Livorno Stevedore Company
C.I.L.P., in a major port discharge and distribution facility in the Italian
port of Livorno. This facility provides refrigerated container services
utilizing feeder vessels to distribute fruit to Mediterranean markets. Dole
Europe operates three banana ripening facilities and fruit and vegetable
distribution facilities in Italy. Dole Europe operates a major fresh fruit and
vegetable distributor and banana ripener in Northern Germany. A distribution
facility for fresh fruits and banana ripening under construction in Turkey is
expected to be completed during the first half of 1996.
In October 1995, Dole Europe launched a bid to acquire Pascual Hermanos,
Spain's foremost Spanish citrus and vegetable producer and exporter. This
acquisition was completed in February 1996.
Dole Europe owns and operates a European dried fruit and nut business which
sources products from around the world for processing and packaging in France
and distribution in France and to other European markets. This business
distributes a line of dried fruit and nut products sold throughout Europe.
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RESEARCH AND DEVELOPMENT
Dole's research and development programs concentrate on the development of
new value-added products and new uses for existing products, as well as
agricultural research and packaging design for improving product quality.
Agricultural research is directed toward improving product yields and product
quality by examining and improving agricultural practices in all phases of
production (such as development of specifically adapted plant varieties, land
preparation, fertilization, cultural practices, pest and disease control, and
post-harvesting, packing, and shipping procedures), and includes on-site
technical services and the implementation and monitoring of recommended
agricultural practices. Specialized machinery is also developed for various
phases of agricultural production and packaging which reduces labor, improves
productivity and efficiency and increases product quality. Agricultural research
is conducted at field facilities primarily in California, Hawaii, Latin America
and Asia.
FOREIGN OPERATIONS
Dole has significant food sourcing and related operations in Chile,
Colombia, Costa Rica, the Dominican Republic, Ecuador, Honduras, the Philippines
and Thailand. Dole also sources food products in Algeria, Argentina, Australia,
Cameroon, China, Greece, Guatemala, Italy, Ivory Coast, Mexico, New Zealand,
Nicaragua, Panama, Peru, Spain, Syria, Tunisia, Turkey and Venezuela.
Significant volumes of Dole's fresh fruit and packaged products are marketed in
Canada, Western Europe and Japan, with lesser volumes marketed in New Zealand,
Hong Kong, South Korea, Australia and certain countries in Asia, Eastern Europe,
Scandinavia, the Middle East and Central and South America. Exports of Dole's
products to these countries, particularly Japan, South Korea and Taiwan, are
subject to various restrictions which may be increased or reduced in response to
international political pressures, thus affecting Dole's ability to compete in
these markets. Some of Dole's dried fruit and nut products are marketed to Asia
and Western Europe. The European Union ("EU") banana regulations which impose
quotas and tariffs on bananas were in full effect in 1994 and continue to be in
effect in 1996. In addition, in 1995, four Latin American countries (Costa Rica,
Colombia, Nicaragua and Venezuela) implemented an agreement with the EU to
receive a guaranteed share of the import quota. Trade negotiations and
discussions continue between the EU, the United States and the individual banana
exporting countries. These trade negotiations could lead to further changes in
the regulations governing banana exports to the EU. The net impact of these
changing regulations on Dole's future results of operations is not determinable
at this time.
Dole's foreign operations are subject to risks of expropriation, civil
disturbances, political unrest, increases in taxes and other restrictive
governmental policies, such as import quotas. Loss of one or more of its foreign
operations could have a material adverse effect on Dole's operating results.
Dole attempts to maintain a cordial working relationship in each country where
it operates. Because Dole's operations are a significant factor in the economies
of certain countries, its activities are subject to intense public and
governmental scrutiny, and may be affected by changes in the status of the host
economies, the makeup of the government or even public opinion in a particular
country. The Company distributes its products in more than 90 countries
throughout the world. Dole's international sales are usually transacted in U.S.
dollars and major European and Asian currencies, while certain costs are
incurred in currencies different from those that are received from the sale of
the product. Results of operations may be affected by fluctuations in currency
exchange rates in both the sourcing and selling locations. The overall net
impact of foreign currency fluctuations was immaterial to the results of
operations in 1995, 1994 and 1993.
ENVIRONMENTAL AND REGULATORY MATTERS
Dole's agricultural operations are subject to a broad range of evolving
environmental laws and regulations in each country in which it operates. In the
United States, these laws and regulations include the Clean Air Act, the Clean
Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide,
Fungicide and Rodenticide Act and the Comprehensive Environmental Response,
Compensation and Liability Act.
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Compliance with these foreign and domestic laws and related regulations is
an ongoing process which is not currently expected to have a material effect on
Dole's capital expenditures, earnings or competitive position. Environmental
concerns are, however, inherent in most major agricultural operations, including
those conducted by Dole, and there can be no assurance that the cost of
compliance with environmental laws and regulations will not be material.
Moreover, it is possible that future developments, such as increasingly strict
environmental laws and enforcement policies thereunder, and further restrictions
on the use of agricultural chemicals could result in increased compliance costs.
Dole's food operations are also subject to regulations enforced by, among
others, the U.S. Food and Drug Administration and state, local and foreign
equivalents and to inspection by the U.S. Department of Agriculture and other
federal, state, local and foreign environmental and health authorities. Among
other things, the U.S. Food and Drug Administration enforces statutory standards
regarding the branding and safety of food products, establishes ingredients and
manufacturing procedures for certain foods, establishes standards of identity
for foods and determines the safety of food substances in the United States.
Similar functions are performed by state, local and foreign governmental
entities with respect to food products produced or distributed in their
respective jurisdictions. Management is not currently aware of any environmental
compliance issues that are expected to have a material effect on the Company's
capital expenditures, earnings or competitive position.
ITEM 2. PROPERTIES
The Company maintains executive offices in Westlake Village, California and
auxiliary executive offices in Los Angeles, California and New York, New York,
all of which are leased from third parties. Dole's various divisions also
maintain headquarters offices in Westlake Village, Bakersfield and Salinas,
California, which are leased from third parties, and in Fresno, California, and
Wenatchee, Washington, which are owned by the Company. The Company owns its
Latin American regional headquarters building in Costa Rica, as well as offices
in Colombia and Honduras. Dole Europe maintains its European headquarters in
Paris, France and regional offices in Hamburg, Germany, Brussels, Belgium and
Genoa, Italy, which are leased from third parties. Dole Asia maintains offices
in Hong Kong, Manila, the Philippines and Tokyo, Japan, which are leased from
third parties. The inability to renew any of the above office leases by the
Company would not have a material adverse effect on the Company's operating
results. The Company and each of its subsidiaries believe that their property
and equipment are generally well maintained, in good operating condition and
adequate for their present needs.
The following is a description of the Company's significant properties.
DOLE
DOLE NORTH AMERICA
Dole's Hawaii pineapple operations for the fresh produce market are located
on the island of Oahu and total approximately 7,000 acres, 5,500 of which are
owned by the Company and the remainder of which are leased.
Dole produces citrus on approximately 12,000 acres in the San Joaquin Valley
of California owned directly or through agricultural partnerships and on
substantial additional acreage under management arrangements, as well as through
independent growing arrangements. Dole also provides care and management
services for approximately 10,000 citrus acres in Florida. Citrus is packed in
six Company-owned or leased packing houses -- five in California and one in
Florida. Dole, through a joint venture, operates a 175,000 square foot packing
house in southwest Florida with two multi-variety production lines.
Domestic table grapes are sourced from approximately 4,500 acres on three
Company-owned vineyards in the San Joaquin Valley. Domestic table grapes are
fumigated and cooled in two Company-
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owned facilities in the San Joaquin Valley. Dole produces wine grapes on
approximately 1,000 acres and stone fruit on approximately 800 acres of
Company-owned property in the San Joaquin Valley. The Company owns a cherry
packing and processing facility in Victor, California.
Dole produces apples and pears directly from seven Company-owned orchards on
approximately 1,700 productive acres in Wenatchee and Chelan, Washington as well
as through independent growing arrangements. The Company also owns apple and
pear storage, processing and packing facilities in Wenatchee and Chelan.
The Company owns approximately 1,400 acres of farmland in California and
Arizona, and leases approximately 11,400 acres of farmland in California and
another 5,300 acres in Arizona in connection with Dole's vegetable operations.
The majority of this acreage is farmed under joint growing arrangements with
independent growers, while the remainder is farmed by Dole. The Company owns
cooling, packing and shipping facilities in Yuma, Arizona and the following
California cities: Marina,
Holtville, Guadalupe, Gonzales and Huron. Additionally, the Company has
partnership interests in facilities in Yuma, Arizona and Mexico, and leases
facilities in Oxnard, California. The Company owns state-of-the-art, value-added
processing plants in Yuma, Arizona and Soledad, California.
Dole produces almonds from approximately 4,300 acres and pistachios from
approximately 3,000 acres of orchards in the San Joaquin Valley, owned directly
or through agricultural partnerships or leased. The Company leases approximately
50 acres of date gardens in the Coachella Valley.
The Company owns and operates one almond processing and packing plant, three
almond receiving and storage facilities and two raisin and prune processing and
packing plants, all of which are located in the San Joaquin and Sacramento
Valleys. The Company owns and operates a date processing plant in the Coachella
Valley. The Company sold its pistachio processing plant in August of 1995.
Hawaii sugar operations include a mill which produces raw sugar and a
plantation on the island of Oahu. The phase-out of this operation was first
announced in 1994 and is continuing. The plantation consists of approximately
12,000 acres (approximately 6,200 acres of which are owned and the remainder of
which are leased) which are used for diversified agricultural crops. The
remaining sugar cane will be harvested in 1996.
Portions of the Company's fresh fruit and vegetable farm properties are
irrigated by surface water supplied by local government agencies using
facilities financed by federal or state agencies, as well as from underground
sources. Water received through federal facilities is subject to acreage
limitations under the 1982 Reclamation Reform Act. The quantity and quality of
these water supplies varies depending on weather conditions and government
regulations. The Company believes that under normal conditions these water
supplies are adequate for current production needs.
DOLE LATIN AMERICA
Dole produces bananas directly from Company-owned plantations in Costa Rica,
Colombia and Honduras as well as through associated producers or independent
growing arrangements in those countries and in Ecuador, Guatemala, Panama,
Nicaragua and Venezuela. The Company owns approximately 40,400 acres in
Honduras, 32,400 acres in Costa Rica and 3,600 acres in Colombia.
Dole also grows pineapple on approximately 6,000 acres of owned land in
Honduras, primarily for the fresh produce market, and owns a juice concentrate
plant in Honduras for pineapple and citrus.
Dole produces citrus on approximately 650 acres of Company-owned land and
operates a grapefruit packing house in Honduras.
Dole grows grapes, stonefruit, kiwi and pears on approximately 900
Company-owned acres in Chile. Dole owns and operates 11 packing and cold storage
facilities, a corrugated box plant and a wooden grape box plant in Chile.
Dole operates Company-owned corrugated box plants in Colombia, Costa Rica,
Ecuador and Honduras.
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The Company has an interest in the following properties in Honduras: an
approximately 80% interest in a beer and soft drink bottling operation, a bottle
crown plant, a plastic injection molding facility used primarily for the
manufacture of beer and soft drink plastic cases and a sugar mill, as well as a
majority interest in an edible oils refinery, a laundry soap factory, a palm oil
extraction operation and 3,400 acres of palm oil plantation.
Dole operates a fleet of 9 refrigerated containerships and 25 breakbulk
refrigerated ships, of which 19 are Company-owned or bareboat chartered and the
remainder are time chartered. From time to time, excess capacity may be
chartered to others or may carry commercial cargo for third parties. In January
1995 Dole took delivery of the last of four new breakbulk refrigerated vessels
built to its specifications in a Polish shipyard.
DOLE ASIA
Dole operates a pineapple plantation of approximately 30,200 acres in the
Philippines. Originally covered by a grower agreement between Dole and a
government-owned and controlled corporation, approximately 22,100 acres of the
plantation have been transferred to a cooperative of Dole employees that will
acquire the land pursuant to an agrarian reform law. The remaining acreage in
the Philippines is farmed pursuant to farm management contracts. A cannery,
chillroom, juice concentrate plant, corrugated box plant and can manufacturing
plant, each owned by Dole, are proximately located to the plantation.
Dole's Thailand subsidiary owns and operates a cannery, can plant and juice
concentrate plant located in central Thailand and a second multi-fruit cannery
in southern Thailand. Through a subsidiary in Thailand controlled by Dole, Dole
grows pineapple on approximately 3,900 acres of leased land and purchases
additional supplies of pineapple in Thailand on the open market.
Dole also produces bananas through associated producers or independent
growing arrangements in the Philippines, and, with a joint venture partner, is
developing approximately 6,400 acres of citrus orchards in China.
DOLE EUROPE
Dole owns four banana ripening and fruit distribution facilities in France
and four in Spain, three in Italy and one in Germany. The Company has a minority
interest in a French company which has eight banana ripening and fruit
distribution facilities in France and three in Spain. This French company owns a
majority interest in banana plantations in Cameroon and pineapple plantations in
the Ivory Coast, and has banana producing interests in the Ivory Coast. Dole
owns a minority interest in a banana ripening and fruit distribution company
with five facilities in the United Kingdom. Dole Europe is the majority owner in
a port terminal and distribution facility in Livorno, Italy. The Company owns
land near Istanbul, Turkey on which construction of a banana ripening and fruit
distribution facility is nearly completed.
In France, the Company owns a dried fruit and nut processing, packaging and
warehousing facility in Vitrolles, a date processing and packing plant in
Marseille and a prune processing and packaging plant in Agen.
ITEM 3. LEGAL PROCEEDINGS
In the Company's Form 10-QA for the quarter ended October 7, 1995, the
Company described certain lawsuits that had been filed in Texas against some of
the manufacturers of a formerly widely used agricultural chemical called DBCP,
the Company and several of its competitors. In these lawsuits, a large number of
foreign nationals allege personal injuries caused by contact with DBCP. The
plaintiffs claim that during the 1960's and 1970's they were employees of
Company subsidiaries, competitors and independent local growers. In October
1995, four of the six cases pending in Texas state courts were dismissed by the
Texas federal court on the grounds that the plaintiffs' home countries are the
more appropriate forums for the claims. This dismissal involved approximately
75% of the Texas plaintiffs, many of whom have now filed claims in their home
countries. The remaining two cases were remanded to Texas state courts, where
procedural issues are now being addressed.
8
<PAGE>
Additionally, two new, similar DBCP actions were filed in Louisiana state court
in June 1995 by plaintiffs from some of the same foreign countries. The
Louisiana cases were removed to federal court where defendants have filed a
motion to dismiss on the same grounds successfully asserted in the Texas
dismissal action. As to all such matters, the Company has denied liability and
asserted substantial defenses. In the opinion of management, after consultation
with outside counsel, the pending lawsuits are not expected to have a material
adverse effect on the Company's financial position or results of operations.
The Company is involved from time to time in other various claims and legal
actions incident to its operations, both as plaintiff and defendant. In the
opinion of management, after consultation with outside counsel, none of the
claims or actions to which the Company is a party is expected to have a material
adverse effect on the Company's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended December 30, 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT
Below is a list of the names and ages of all executive officers of the
Company as of March 11, 1996 indicating their positions with the Company and
their principal occupations during the past five years. The current terms of the
executive officers will expire at the next organizational meeting of the
Company's Board of Directors or at such time as their successors are elected.
<TABLE>
<CAPTION>
NAME AND AGE POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT HISTORY
- ----------------------------- -----------------------------------------------------------------------------------
<S> <C>
David H. Murdock (72) Chairman of the Board, Chief Executive Officer and Director of the Company since
July 1985. Chairman of the Board, Chief Executive Officer and Director of Castle &
Cooke, Inc. since October 1995. Since June 1982, Chairman of the Board and Chief
Executive Officer of Flexi-Van Corporation, a Delaware corporation wholly-owned by
Mr. Murdock. Sole owner and developer of the Sherwood Country Club in Ventura
County, California, and numerous other real estate developments; also sole
stockholder of numerous corporations engaged in a variety of business ventures and
in the manufacture of textile- related products and industrial and building
products.
David A. DeLorenzo (49) President and Chief Operating Officer of the Company since March 1996. President of
Dole Food Company -- International from September 1993 to March 1996. Executive
Vice President of the Company from July 1990 to March 1996. Director of the Company
since February 1991. President of Dole Fresh Fruit Company from September 1986 to
June 1992.
Gerald W. LaFleur (63) Executive Vice President of the Company since April 1992. Executive Vice President
of Pacific Holding Company (a sole proprietorship of Mr. Murdock) and Vice
President of a number of companies wholly owned by Mr. Murdock since July 1991.
Prior to July 1991, partner in Arthur Andersen LLP.
George R. Horne (59) Vice President of the Company since October 1982. Vice President -- Human Resources
of Dole since February 1986.
Michael S. Karsner (37) Vice President -- Treasurer and Chief Financial Officer of the Company since
February 1995. Vice President and Treasurer of the Company from January 1994 to
February 1995. Vice President and Treasurer of The Black & Decker Corporation from
January 1990 to January 1994. Vice President -- Corporate Development of The Black
and Decker Corporation from March 1989 to January 1990.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT HISTORY
- ----------------------------- -----------------------------------------------------------------------------------
<S> <C>
Patricia A. McKay (38) Vice President -- Finance and Controller of the Company since February 1995. Vice
President -- Controller of the Company from August 1991 to February 1995.
Controller of Dole Fresh Fruit Company since October 1988.
Patrick A. Nielson (45) Vice President -- International Legal and Regulatory Affairs of the Company since
October 1995. Vice President and General Counsel -- Food Operations of the Company
from May 1994 to October 1995. General Counsel -- Food Operations of the Company
from July 1991 to May 1994. Vice President and General Counsel of Dole Fresh Fruit
Company since 1983.
J. Brett Tibbitts (40) Vice President, Corporate General Counsel and Corporate Secretary of the Company
since October 1995. Vice President and Corporate General Counsel of the Company
from May 1994 to October 1995. General Counsel -- Corporate of the Company from
June 1992 to May 1994. Deputy General Counsel of the Company from January 1990 to
June 1992. Assistant General Counsel of the Company from January 1988 to June 1990.
Roberta Wieman (52) Vice President since February 1995. Executive Assistant to the Chairman of the
Board and Chief Executive Officer from November 1991 to February 1995. Joint
proprietor of sportswear outlet from 1986 to October 1991.
</TABLE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 9, 1996, there were approximately 14,188 holders of record of
the Company's Common Stock. Additional information required by Item 5 is
contained on pages 29, 32, 37 and 39 of the Dole Annual Report. Such information
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
There is hereby incorporated by reference the information appearing under
the caption "Results of Operations and Selected Financial Data" on page 37 of
the Dole Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is hereby incorporated by reference the information appearing under
the caption "Management's Discussion and Analysis of Results of Operations and
Financial Position" on pages 34, 35 and 36 of the Dole Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is hereby incorporated by reference the information appearing on pages
21 through 32 of the Dole Annual Report. See also Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in the Company's independent public accountants
for the 1995 and 1994 fiscal years nor have there been any disagreements with
the Company's independent public accountants on accounting principles or
practices for financial statement disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated by reference the information regarding the
Company's directors to appear under the caption "Election of Directors" in the
Company's definitive proxy statement for its
10
<PAGE>
1996 Annual Meeting of Stockholders (the "1995 Proxy Statement"). See the list
of the Company's executive officers and related information under "Executive
Officers of the Registrant", which is set forth in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information to appear under
the captions "Remuneration of Directors" and "Compensation of Executive
Officers" in the 1996 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information with respect to
security ownership to appear under the captions "General Information",
"Beneficial Ownership of Certain Stockholders" and "Security Ownership of
Directors and Executive Officers" in the 1996 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated by reference the information to appear under
the caption "Certain Transactions" in the 1996 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements:
The following consolidated financial statements are included in the Dole
Annual Report and are incorporated herein by reference:
<TABLE>
<CAPTION>
ANNUAL
REPORT
PAGES
-----------
<S> <C>
Consolidated Statements of Income -- fiscal years ended December 30, 1995, December 31, 1994 and
January 1, 1994...................................................................................... 21
Consolidated Balance Sheets -- December 30, 1995 and December 31, 1994................................ 22
Consolidated Statements of Cash Flow -- fiscal years ended December 30, 1995, December 31, 1994 and
January 1, 1994...................................................................................... 23
Notes to Consolidated Financial Statements............................................................ 24-32
Report of Independent Public Accountants.............................................................. 33
</TABLE>
2. Financial Statement Schedules:
<TABLE>
<CAPTION>
FORM 10-K
PAGES
-----------
<S> <C>
Independent Public Accountants' Report on Financial Statement Schedule................................ F-1
Schedule II -- Valuation and Qualifying Accounts...................................................... F-2
</TABLE>
All other schedules are omitted because they are not applicable, not
required or the information is included elsewhere in the financial statements or
notes thereto.
3. Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ----------
<C> <S>
3.1 The Restated Articles of Association of the Company, as amended through July 30, 1991. Incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December
28, 1991, File No. 1-4455.
3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ----------
<C> <S>
4.1 Credit Agreement dated as of May 10, 1994 among the Company, Citicorp USA, Inc., as Administrative Agent
and Lender and the financial institutions which are Lenders thereunder, relating to the Company's $1
billion revolving credit facility. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 18, 1994, File No.1-4455.
4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust Company of California,
relating to $300 million of the Company's senior notes. Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, event date May 6, 1993, File No. 1-4455.
4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust Company of California,
relating to $400 million of the Company's senior notes. Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, event date July 15, 1993, File No. 1-4455.
4.4 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each
instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized
principal amount of which does not exceed 10% of the consolidated assets of the Company and its
subsidiaries.
Executive Compensation Plans and Arrangements -- Exhibits 10.1 - 10.9:
10.1 The Company's 1991 Stock Option and Award Plan. Incorporated by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991, File No. 1-4455.
10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by reference to Exhibit 28(a) to
the Company's Report on Form S-8 filed on May 22, 1989, Registration No. 33-28782.
10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989), First
Restatement. Incorporated by reference to Exhibit 10(c) to Company's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990, File No. 1-4455.
10.4 Bonus Agreement dated as of August 30, 1991 by and between the Company and David A. DeLorenzo, with
promissory note dated September 5, 1991 in the principal amount of $500,000 by David A. DeLorenzo in
favor of the Company. Incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form
10-K for the fiscal year ended December 28, 1991, File No. 1-4455.
10.5 Employment Agreement between the Company and Gerald W. LaFleur. Incorporated by reference to Exhibit
10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993, File No.
1-4455.
10.6 Board of Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
10.7 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
10.8 Dole Food Company, Inc. Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
10.9 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.9
to Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
11 Computations of earnings per common share.
13 Dole Food Company, Inc. 1994 Annual Report for the fiscal year ended December 31, 1994. (This Report is
furnished for information of the Commission and, except for those portions thereof which are expressly
incorporated by reference herein, is not "filed" as a part of this Annual Report on Form 10-K.)
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ----------
<C> <S>
22 Subsidiaries of Dole Food Company, Inc.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedules.
</TABLE>
(b)Reports on Form 8-K:
No current reports on Form 8-K were filed by the Company during the last
quarter of the year ended December 30, 1995.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DOLE FOOD COMPANY, INC.
Registrant
March 13, 1996 By /s/ DAVID H. MURDOCK
--------------------------------------
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<C> <S> <C>
/s/ DAVID H. MURDOCK Chairman of the Board and Chief
- ------------------------------------ Executive Officer and Director March 13, 1996
David H. Murdock
/s/ DAVID A. DELORENZO President, Chief Operating Officer
- ------------------------------------ and Director March 13, 1996
David A. DeLorenzo
/s/ MICHAEL S. KARSNER Vice President -- Treasurer and Chief
- ------------------------------------ Financial and (Principal Financial March 13, 1996
Michael S. Karsner Officer)
/s/ PATRICIA A. MCKAY Vice President -- Finance and
- ------------------------------------ Controller (Principal Accounting March 13, 1996
Patricia A. McKay Officer)
/s/ ELAINE L. CHAO
- ------------------------------------ Director March 13, 1996
Elaine L. Chao
/s/ MIKE CURB
- ------------------------------------ Director March 13, 1996
Mike Curb
/s/ RICHARD M. FERRY
- ------------------------------------ Director March 13, 1996
Richard M. Ferry
/s/ JAMES F. GARY
- ------------------------------------ Director March 13, 1996
James F. Gary
/s/ FRANK J. HATA
- ------------------------------------ Director March 13, 1996
Frank J. Hata
</TABLE>
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. PAGE
- --------- ---------
<C> <S> <C>
3.1 The Restated Articles of Association of the Company, as amended through July 30,
1991. Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1991, File No. 1-4455...........
3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994, File No. 1-4455...............................
4.1 Credit Agreement dated as of May 10, 1994 among the Company, Citicorp USA, Inc.,
as Administrative Agent and Lender and the financial institutions which are
Lenders thereunder, relating to the Company's $1 billion revolving credit
facility. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 18, 1994, File No.1-4455..........
4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust
Company of California, relating to $300 million of the Company's senior notes.
Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form
8-K, event date May 6, 1993, File No. 1-4455.....................................
4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust
Company of California, relating to $400 million of the Company's senior notes.
Incorporated by reference to Exhibit 4 to the Company's Current Report on Form
8-K, event date July 15, 1993, File No. 1-4455...................................
4.4 The Company agrees to furnish to the Securities and Exchange Commission upon
request a copy of each instrument with respect to issues of long-term debt of the
Company and its subsidiaries, the authorized principal amount of which does not
exceed 10% of the consolidated assets of the Company and its subsidiaries........
Executive Compensation Plans and Arrangements -- Exhibits 10.1 - 10.10:
10.1 The Company's 1991 Stock Option and Award Plan. Incorporated by reference to
Exhibit 10(a) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1991, File No. 1-4455.........................................
10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by
reference to Exhibit 28(a) to the Company's Report on Form S-8 filed on May 22,
1989, Registration No. 33-28782..................................................
10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective
January 1, 1989), First Restatement. Incorporated by reference to Exhibit 10(c)
to Company's Annual Report on Form 10-K for the fiscal year ended December 29,
1990, File No. 1-4455............................................................
10.4 Bonus Agreement dated as of August 30, 1991 by and between the Company and David
A. DeLorenzo, with promissory note dated September 5, 1991 in the principal
amount of $500,000 by David A. DeLorenzo in favor of the Company. Incorporated by
reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991, File No. 1-4455.............................
</TABLE>
15
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. PAGE
- --------- ---------
<C> <S> <C>
10.5 Employment Agreement between the Company and Gerald W. LaFleur. Incorporated by
reference to Exhibit 10(k) to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993, File No. 1-4455...............................
10.6 Board of Directors Deferred Compensation Plan. Incorporated by reference to
Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994, File No. 1-4455...........................................
10.7 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994, File No. 1-4455...........................................
10.8 Dole Food Company, Inc. Long-Term Incentive Plan. Incorporated by reference to
Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994, File No. 1-4455...........................................
10.9 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by
reference to Exhibit 10.9 to Annual Report on Form 10-K for the fiscal year ended
December 31, 1994................................................................
11 Computations of earnings per common share........................................
13 Dole Food Company, Inc. 1994 Annual Report for the fiscal year ended December 31,
1994. (This Report is furnished for information of the Commission and, except for
those portions thereof which are expressly incorporated by reference herein, is
not "filed" as a part of this Annual Report on Form 10-K.).......................
22 Subsidiaries of Dole Food Company, Inc...........................................
23 Consent of Arthur Andersen LLP...................................................
27 Financial Data Schedule..........................................................
</TABLE>
16
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Board of Directors
of Dole Food Company, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Dole Food Company, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 5, 1996. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the preceding index is the responsibility of the Company's
management and presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
February 5, 1996
F-1
<PAGE>
SCHEDULE II
DOLE FOOD COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
OF YEAR EXPENSES DEDUCTIONS (A) END OF YEAR
----------- ----------- -------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Year Ended December 30, 1995
Allowance for doubtful accounts
Trade receivables....................................... $ 25,034 $ 11,120 $ 3,825 $ 32,329
Notes and other current receivables..................... 10,034 5,588 957 14,665
Long-term receivables................................... 13,895 2,584 6,080 10,399
Year Ended December 31, 1994
Allowance for doubtful accounts
Trade receivables....................................... $ 18,167 $ 10,969 $ 4,102 $ 25,034
Notes and other current receivables..................... 8,654 2,403 1,023 10,034
Long-term receivables................................... 19,319 5,821 11,245 13,895
Year Ended January 1, 1994
Allowance for doubtful accounts
Trade receivables....................................... $ 15,123 $ 7,567 $ 4,523 $ 18,167
Notes and other current receivables..................... 8,879 1,003 1,228 8,654
Long-term receivables................................... 27,588 4,518 12,787 19,319
</TABLE>
Note:
(A) Write-off of uncollectible amounts.
F-2
<PAGE>
DOLE FOOD COMPANY, INC. EXHIBIT 11
Computations of Earnings per Common Share
(in 000s, except per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993
---------- --------- ---------
<S> <C> <C> <C>
PRIMARY
Income from continuing operations applicable to common shares $ 119,824 $ 58,245 $ 62,133
Income (loss) from discontinued operations applicable to common shares (96,493) 9,638 15,756
---------- --------- ---------
Net income applicable to common shares $ 23,331 $ 67,883 $ 77,889
---------- --------- ---------
---------- --------- ---------
Average number of common shares outstanding during the year 59,651 59,472 59,441
Shares issuable upon exercise of stock options at average prices during the year 127 208 261
---------- --------- ---------
Total primary shares 59,778 59,680 59,702
---------- --------- ---------
---------- --------- ---------
Primary earnings (loss) per common share:
Continuing operations $ 2.00 $ .98 $ 1.04
Discontinued operations (1.61) .16 .26
---------- --------- ---------
Net income $ .39 $ 1.14 $ 1.30
---------- --------- ---------
---------- --------- ---------
FULLY DILUTED
Income from continuing operations applicable to common shares $ 119,824 $ 58,245 $ 62,133
Income (loss) from discontinued operations applicable to common shares (96,493) 9,638 15,756
---------- --------- ---------
Net income applicable to common shares $ 23,331 $ 67,883 $ 77,889
---------- --------- ---------
---------- --------- ---------
Average number of common shares outstanding during the year 59,651 59,472 59,441
Shares issuable upon exercise of stock options at higher of average prices or
end of year prices 335 208 261
---------- --------- ---------
Total fully diluted shares 59,986 59,680 59,702
---------- --------- ---------
---------- --------- ---------
Fully diluted earnings (loss) per common share:
Continuing operations $ 2.00 $ .98 $ 1.04
Discontinued operations (1.61) .16 .26
---------- --------- ---------
Net income $ .39 $ 1.14 $ 1.30
---------- --------- ---------
---------- --------- ---------
</TABLE>
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1995 1994 1993
- -------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C>
Revenue $3,803,846 $3,498,553 $3,108,381
Cost of products sold 3,217,869 2,965,675 2,608,951
- -------------------------------------------------------------- ------------------------------------
Gross margin 585,977 532,878 499,430
Selling, marketing and administrative expenses 392,694 394,763 333,374
Cost reduction program - - 42,500
- -------------------------------------------------------------- ------------------------------------
Operating income 193,283 138,115 123,556
Interest expense (81,186) (76,911) (58,457)
Interest income 7,501 9,884 10,344
Net gain on assets sold or held for disposal 61,655 - -
Other expense - net (5,429) (2,943) (9,710)
- -------------------------------------------------------------- ------------------------------------
Income from continuing operations before income taxes 175,824 68,145 65,733
Income taxes (56,000) (9,900) (3,600)
- -------------------------------------------------------------- ------------------------------------
Income from continuing operations 119,824 58,245 62,133
Discontinued operations:
Income (loss) from discontinued operations,
net of income taxes (93,543) 9,638 15,756
Distributions expenses, net of income taxes (2,950) - -
- -------------------------------------------------------------- ------------------------------------
Income (loss) from discontinued operations (96,493) 9,638 15,756
- -------------------------------------------------------------- ------------------------------------
Net income $ 23,331 $ 67,883 $ 77,889
- -------------------------------------------------------------- ------------------------------------
- -------------------------------------------------------------- ------------------------------------
Earnings (loss) per common share, primary and fully diluted
Continuing operations $ 2.00 $ .98 $ 1.04
Discontinued operations (1.61) .16 .26
- -------------------------------------------------------------- ------------------------------------
Net income $ .39 $ 1.14 $ 1.30
- -------------------------------------------------------------- ------------------------------------
- -------------------------------------------------------------- ------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
21
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARES OUTSTANDING) 1995 1994
- -------------------------------------------------------------- -----------------------
<S> <C> <C>
Current assets
Cash and short-term investments $ 72,151 $ 45,162
Receivables - net 462,303 494,755
Inventories 559,660 552,523
Prepaid expenses 43,087 46,569
- -------------------------------------------------------------- -----------------------
Total current assets 1,137,201 1,139,009
Investments 63,319 58,683
Property, plant and equipment - net 1,016,991 1,273,545
Long-term receivables - net 28,409 38,763
Other assets 196,272 108,917
Net assets held for distribution - 1,065,702
- -------------------------------------------------------------- -----------------------
$2,442,192 $3,684,619
- -------------------------------------------------------------- -----------------------
- -------------------------------------------------------------- -----------------------
Current liabilities
Notes payable $ 21,778 $ 50,366
Current portion of long-term debt 1,779 3,450
Accounts payable 182,152 173,463
Accrued liabilities 451,181 416,987
- -------------------------------------------------------------- -----------------------
Total current liabilities 656,890 644,266
Long-term debt 895,998 1,554,504
Other long-term liabilities 354,545 380,527
Minority interests 26,324 24,681
Common shareholders' equity
Common stock (shares outstanding: 1995 - 59,854,739;
1994 - 59,478,108) 320,497 320,121
Additional paid-in capital 170,266 165,541
Retained earnings 58,269 634,717
Cumulative foreign currency translation adjustment (40,597) (39,738)
- -------------------------------------------------------------- -----------------------
Total common shareholders' equity 508,435 1,080,641
- -------------------------------------------------------------- -----------------------
$2,442,192 $3,684,619
- -------------------------------------------------------------- -----------------------
- -------------------------------------------------------------- -----------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
22
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
- -------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C>
Operating activities
Income from continuing operations $ 119,824 $ 58,245 $ 62,133
Adjustments to continuing operations
Depreciation and amortization 123,671 119,847 105,975
Equity earnings net of distributions (6,533) (2,539) (3,503)
Net gain on assets sold or held for disposal (61,655) - -
Provision (benefit) for deferred income taxes 30,429 14,073 (31,268)
Charge for cost reduction program - - 42,500
Other 41 1,191 (956)
Change in operating assets and liabilities, net of effects
from acquisitions
Receivables - net 53,142 (103,628) (19,624)
Inventories (57,588) 1,376 16,635
Prepaid expenses 445 (9,383) (7,823)
Other assets (19,245) (29,086) (20,345)
Accounts payable and accrued liabilities 57,995 35,252 (33,553)
Income taxes payable (27,153) 8,558 (5,636)
Other 21,246 20,573 (1,055)
- -------------------------------------------------------------- ------------------------------------
Cash flow from operating activities of
continuing operations 234,619 114,479 103,480
Cash flow (used in) from operating activities of
discontinued operations (11,467) (44,906) 27,182
- -------------------------------------------------------------- ------------------------------------
Cash flow from operating activities 223,152 69,573 130,662
Investing activities
Proceeds from sales of businesses and assets 432,746 17,223 17,072
Capital additions (90,276) (211,882) (173,514)
Purchases of investments and acquisitions, net of cash acquired (35,251) (66,660) (47,198)
Other 998 879 2,320
- -------------------------------------------------------------- ------------------------------------
Cash flow from (used in) investing activities of
continuing operations 308,217 (260,440) (201,320)
Cash flow used in investing activities of
discontinued operations (15,144) (143,635) (106,717)
- -------------------------------------------------------------- ------------------------------------
Cash flow from (used in) investing activities 293,073 (404,075) (308,037)
Financing activities
Short-term borrowings 29,348 54,213 78,244
Repayments of short-term debt (62,944) (69,202) (98,514)
Long-term borrowings 12,384 462,885 548,882
Repayments of long-term debt (675,098) (33,952) (398,212)
Proceeds from distribution of real estate and resorts business 235,186 - -
Cash dividends paid (23,861) (23,791) (23,784)
Other 5,101 1,170 1,264
- -------------------------------------------------------------- ------------------------------------
Cash flow (used in) from financing activities of
continuing operations (479,884) 391,323 107,880
Cash flow (used in) from financing activities of
discontinued operations (9,352) (45,712) 67,970
- -------------------------------------------------------------- ------------------------------------
Cash flow (used in) from financing activities (489,236) 345,611 175,850
Increase (decrease) in cash and short-term investments 26,989 11,109 (1,525)
Cash and short-term investments at beginning of year 45,162 34,053 35,578
- -------------------------------------------------------------- ------------------------------------
Cash and short-term investments at end of year $ 72,151 $ 45,162 $ 34,053
- -------------------------------------------------------------- ------------------------------------
- -------------------------------------------------------------- ------------------------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
23
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS
Dole Food Company, Inc. and its consolidated subsidiaries ("the Company") is
engaged in the worldwide sourcing, processing, distributing and marketing of
high quality, branded food products including fruits, vegetables and nuts in
the following locations: North America; Latin America, principally Chile,
Colombia, Costa Rica, Ecuador, Guatemala, Honduras and Panama; Asia,
principally Japan, the Philippines and Thailand; and Europe, principally
France, Germany, Italy, Spain and the United Kingdom. The Company also
conducts other operations in Honduras, primarily beverage bottling.
The Company's principal products are produced both directly on Company-owned
or leased land and through associated producer and independent grower
arrangements. The Company's products are primarily packed and processed by
the Company and sold to retail and institutional customers and other food
product companies.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of all significant majority-owned subsidiaries. All significant
intercompany transactions have been eliminated.
ANNUAL CLOSING DATE - The Company's fiscal year ends on the Saturday closest
to December 31. Fiscal years 1995, 1994 and 1993 ended on December 30, 1995,
December 31, 1994 and January 1, 1994, respectively.
INVENTORIES - Inventories are stated at the lower of cost or market. Cost is
determined principally on a first-in, first-out basis. Specific
identification and average cost methods are also used for packing materials
and operating supplies.
AGRICULTURAL COSTS - The costs of growing bananas and pineapples are charged
to operations as incurred. Growing costs related to other crops are
recognized when the crops are harvested and sold.
INVESTMENTS - Investments in affiliates with ownership of 20% to 50% are
generally recorded on the equity method.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at
cost, less accumulated depreciation. Depreciation is computed principally by
the straight-line method over the estimated useful lives of the assets.
FOREIGN EXCHANGE - The United States ("U.S.") dollar is the functional
currency for substantially all of the Company's consolidated operations. Net
foreign exchange transaction gains or losses for companies with the U.S.
dollar as their functional currency are included in determining net income
and resulted in net losses of $2.4 million, $3.5 million, and $3.6 million,
for 1995, 1994 and 1993, respectively. Net foreign exchange gains or losses
resulting from the translation of assets and liabilities of foreign subsidiaries
whose local currency is the functional currency are accumulated in a
separate component of common shareholders' equity.
INCOME TAXES - Deferred income taxes are recognized for the tax consequences
of temporary differences by applying enacted statutory tax rates to the
differences between financial statement carrying amounts and the tax bases of
assets and liabilities. The income taxes which would be due upon the
distribution of foreign subsidiary earnings have not been provided where the
undistributed earnings are considered permanently invested.
EARNINGS PER COMMON SHARE - Primary earnings per common share are based on
the weighted average number of shares outstanding during the period after
consideration of the dilutive effect of stock options and restricted stock
awards. The primary weighted average number of common shares outstanding was
59.8 million for 1995 and 59.7 million for 1994 and 1993.
CASH AND SHORT-TERM INVESTMENTS - Cash and short-term investments include
cash on hand and time deposits. Such short-term investments generally have
original maturities of three months or less.
FAIR VALUE OF FINANCIAL INSTRUMENTS - For short-term financial instruments
the historical carrying amount is a reasonable estimate of fair value. For
long-term financial instruments not readily marketable, fair values were
estimated based upon discounted future cash flows at prevailing market
interest rates. Based on these assumptions, management believes the fair
market values of the Company's financial instruments other than certain debt
instruments (see Note 7) are not materially different from their recorded
amounts as of December 30, 1995.
STOCK BASED COMPENSATION - In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation"("SFAS 123"). SFAS 123 defines a
fair value based method of accounting for employee stock compensation plans,
but allows for the continuation of the intrinsic value based method of
accounting to measure compensation cost prescribed by Accounting Principles
Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25").
For companies electing not to change their accounting, SFAS 123 requires pro
forma disclosures of earnings and earnings per share as if the change in
accounting provisions of SFAS 123 had been adopted. The Company has elected
to continue to utilize the accounting method prescribed by APB 25 and adopt
the disclosure requirements of
24
<PAGE>
SFAS 123 when required in 1996. As a result, SFAS 123 will have no effect on
the financial condition or results of operations of the Company.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Management believes that these estimates and assumptions provide a
reasonable basis for the fair presentation of the financial statements.
RECLASSIFICATIONS - Certain prior year amounts have been reclassified to
conform to the 1995 presentation.
NOTE 3 - ACQUISITIONS AND DISPOSITIONS
During 1995, the Company acquired various food operations located in Europe
for an aggregate cash purchase price of approximately $35 million. During
1994, the Company acquired a 35% interest in a produce distribution company
in the United Kingdom and various other food and food related operations for
an aggregate purchase price of approximately $64 million. Each of these
acquisitions was accounted for as a purchase and accordingly, the purchase
price was allocated to the net assets acquired based upon their estimated
fair values as of the date of acquisition. The fair values of assets acquired
and liabilities assumed were $70 million (including cash of $3 million) and
$35 million for 1995 and $91 million (including cash of $1 million) and $27
million for 1994.
Subsequent to December 30, 1995 the Company signed an agreement to acquire a
Spanish grower/marketer of citrus and fresh vegetables for approximately $25
million. The acquisition is expected to be completed in the first quarter of
1996.
During 1995, the Company completed the sale of its worldwide juice and juice
beverage business, resulting in net proceeds of approximately $270 million
and a pretax gain of approximately $145 million. In addition, during 1995 the
Company began to implement its plan to sell certain of its agricultural
properties and other assets which have generated low returns. The book value
of the assets to be sold exceeded the estimated fair value less costs to
sell, resulting in an adjustment of $83.3 million. The above dispositions
resulted in a net pretax gain of $61.7 million.
NOTE 4 - DISCONTINUED OPERATIONS
On December 28, 1995, the Company completed the separation of its real estate
and resorts entity, Castle & Cooke, Inc. ("Castle") from its food business.
In connection with the distribution, each Company shareholder of record on
December 20, 1995 received a dividend of one share of Castle common stock for
every three shares of the Company's common stock. The distribution is not
currently taxable to the Company's shareholders since the Company did not,
for federal income tax purposes, have current earnings and profits for 1995
or accumulated earnings and profits as of the distribution date.
Under the plan of distribution, the Company transferred approximately $1.0
billion of net assets to Castle, and in partial consideration thereof the
Company received cash proceeds of approximately $235 million and a $10
million note receivable from Castle which bears interest at the rate of 7%
per annum and is due December 8, 2000. As a result of the distribution, the
Company's common shareholders' equity was reduced by approximately $582
million. (See Note 10.)
In connection with the distribution, the operating results of the real estate
and resorts business have been accounted for as discontinued operations. The
1994 and 1993 consolidated financial statements have been restated to conform
with the 1995 presentation.
During 1995, the Company elected to adopt Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed of" ("SFAS 121"), which requires an
impaired property to be written down to fair value. The Company reviewed
certain of its real estate and resort properties to determine whether
expected future cash flows (undiscounted and without interest charges) from
each property would result in the recovery of the carrying amount of such
property. Certain adverse developments affecting the Lana'i resort properties
which occurred subsequent to the Company's 1994 year end caused management to
substantially lower its estimates of future cash flow and led to a
determination that the Lana'i resort properties were impaired in accordance
with generally accepted accounting principles. In accordance with Statement
of Financial Accounting Standards No. 67, "Accounting for Costs and Initial
Rental Operations of Real Estate Projects" ("SFAS 67"), each of the Company's
real estate projects was carried at the lower of cost or net realizable
value, with net realizable value deemed to be the undiscounted estimated
future cash flows from the project. Under SFAS 67, the Lana'i resort
properties would have been written down by approximately $91 million to their
net realizable value. In accordance with SFAS 121, an impairment loss of
$103.8 million after tax was recorded as part of discontinued operations in
the accompanying 1995 statement of income.
Revenues from discontinued operations for 1995, 1994 and 1993 were $349
million, $343 million and $322 million, respectively. Income (loss) from
discontinued operations reflects an allocation of the Company's overall
interest costs, based on the cash proceeds and the interest bearing note
received by the Company at distribution,
25
<PAGE>
of $7.3 million, $6.8 million and $7.8 million after tax for 1995, 1994 and
1993, respectively. Net assets held for distribution as of December 31, 1994
consist primarily of receivables, real estate developments, property and
equipment, accounts payable and accrued liabilities.
NOTE 5 - CURRENT ASSETS AND LIABILITIES
Short-term investments of $16.3 million and $8.3 million as of December 30,
1995 and December 31, 1994, respectively, consisted principally of time
deposits. Outstanding checks which are funded as presented for payment
totaled $54.8 million and $35.8 million as of December 30, 1995 and December
31, 1994, respectively, and were included in accounts payable.
Details of certain current assets were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994
- --------------------------------- --------------------------
<S> <C> <C>
Receivables
Trade $374,441 $393,331
Notes and other 125,534 129,198
Affiliated operations 9,322 7,294
- --------------------------------- --------------------------
509,297 529,823
Allowance for doubtful accounts (46,994) (35,068)
- --------------------------------- --------------------------
$462,303 $494,755
- --------------------------------- --------------------------
- --------------------------------- --------------------------
Inventories
Finished products $179,390 $205,462
Raw materials and work in
progress 216,830 208,606
Growing crop costs 51,980 36,605
Packing materials 25,227 23,973
Operating supplies and other 86,233 77,877
- --------------------------------- --------------------------
$559,660 $552,523
- --------------------------------- --------------------------
- --------------------------------- --------------------------
</TABLE>
Accrued liabilities as of December 30, 1995 and December 31, 1994 included
approximately $109.0 million and $84.6 million, respectively, of amounts due
to growers.
In 1993, the Company recorded a charge of $42.5 million related to the
continuation of the cost reduction and profit improvement programs initially
implemented in 1992.
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT
Major classes of property, plant and equipment were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994
- --------------------------------- ----------------------------
<S> <C> <C>
Land and land improvements $ 397,015 $ 462,171
Buildings and improvements 259,974 263,184
Machinery and equipment 832,855 955,197
Construction in progress 81,339 88,330
- --------------------------------- ----------------------------
1,571,183 1,768,882
Accumulated depreciation (554,192) (495,337)
- --------------------------------- ----------------------------
$1,016,991 $1,273,545
- --------------------------------- ----------------------------
- --------------------------------- ----------------------------
</TABLE>
Depreciation expense for 1995, 1994 and 1993 totaled $106.2 million, $107.3
million and $96.7 million, respectively.
NOTE 7 - DEBT
Notes payable consisted primarily of short-term borrowings required to fund
certain foreign operations and totaled $21.8 million with a weighted average
interest rate of 12.8% as of December 30, 1995, and $50.4 million with a
weighted average interest rate of 6.2% as of December 31, 1994.
Long-term debt consisted of:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994
- --------------------------------- ----------------------------
<S> <C> <C>
Unsecured debt
Notes payable to banks at
an average interest rate
of 6.8% (6.2% - 1994) $169,547 $ 835,598
6.75% notes due 2000 225,000 225,000
7% notes due 2003 300,000 300,000
7.875% debentures due 2013 175,000 175,000
Various other notes due 1996-
2007 at an average interest
rate of 5.4% (5.2% - 1994) 17,085 7,840
Secured debt
Mortgages, contracts and
notes due 1996-2012, at
an average interest rate
of 9.0% (9.6% - 1994) 13,890 17,608
Unamortized debt discount
and issue costs (2,745) (3,092)
- --------------------------------- ----------------------------
897,777 1,557,954
Current maturities (1,779) (3,450)
- --------------------------------- ----------------------------
$895,998 $1,554,504
- --------------------------------- ----------------------------
- --------------------------------- ----------------------------
</TABLE>
The Company estimates the fair value of its fixed interest rate unsecured
debt based on current quoted market prices. The estimated fair value of
unsecured noncallable notes (face value $700 million) was $714 million and
$628 million at December 30, 1995 and December 31, 1994, respectively.
In May 1994, the Company replaced its existing revolving credit facility with
a $1 billion, 5-year revolving credit facility ("Facility"). At the Company's
option, borrowings under the Facility bear interest at a certain percentage
over the agent's prime rate or the London Interbank Offered Rate ("LIBOR").
Provisions under the Facility require the Company to comply with certain
financial covenants which include a maximum permitted ratio of consolidated
debt to net worth and a minimum required fixed charge coverage ratio. At
December 30, 1995 and December 31, 1994, net borrowings outstanding under
this facility were approximately $81 million and $771 million, respectively.
26
<PAGE>
The Company may also borrow under uncommitted lines of credit at rates
offered from time to time by various banks that may not be lenders under the
Facility. Net borrowings outstanding under the uncommitted lines of credit
totaled $89 million and $65 million at December 30, 1995 and December 31,
1994, respectively.
Sinking fund requirements and maturities with respect to long-term debt as of
December 30, 1995 were as follows (in millions): 1997 - $3.3; 1998 - $6.9;
1999 - $171.0; 2000 - $225.7; and thereafter $489.1.
Interest payments during 1995, 1994 and 1993 totaled $86.4 million, $67.6
million and $45.5 million, respectively.
NOTE 8 - EMPLOYEE BENEFIT PLANS
The Company has qualified and non-qualified defined benefit pension plans
covering certain full-time employees. Benefits under these plans are
generally based on each employee's eligible compensation, except for certain
hourly plans which are based on negotiated benefits and years of service.
For U.S. plans, the Company's funding policy is to fund the net periodic
pension cost plus a 15-year amortization of the unfunded liability. The plans
covering international employees are generally not funded.
The status of the defined benefit pension plans was as follows:
U.S. PLANS (IN THOUSANDS) 1995 1994
- ------------------------------------------------------ ---------------------
Actuarial present value of accumulated benefit
obligation
Vested $227,572 $212,149
Non-vested 3,581 3,195
- ------------------------------------------------------ ---------------------
$231,153 $215,344
- ------------------------------------------------------ ---------------------
- ------------------------------------------------------ ---------------------
Actuarial present value of projected benefit
obligation $239,855 $223,082
Plan assets at fair value, primarily
stocks and bonds 238,730 206,326
- ------------------------------------------------------ ---------------------
Projected benefit obligation in excess of
plan assets (1,125) (16,756)
Unrecognized net transition obligation (942) (1,087)
Unrecognized prior service cost 2,662 1,714
Unrecognized net (gain) loss (83) 17,866
Additional minimum liability (1,941) (10,917)
- ------------------------------------------------------ ---------------------
Accrued pension liability $ (1,429) $ (9,180)
- ------------------------------------------------------ ---------------------
- ------------------------------------------------------ ---------------------
INTERNATIONAL PLANS (IN THOUSANDS) 1995 1994
- ------------------------------------------------------ ---------------------
Actuarial present value of accumulated benefit
obligation
Vested $ 9,411 $ 8,463
Non-vested 3,303 6,635
- ------------------------------------------------------ ---------------------
$ 12,714 $ 15,098
- ------------------------------------------------------ ---------------------
- ------------------------------------------------------ ---------------------
Actuarial present value of projected benefit
obligation $ 28,796 $ 27,447
Plan assets at fair value, primarily
stocks and bonds 2,176 1,970
- ------------------------------------------------------ ---------------------
Projected benefit obligation in excess of
plan assets (26,620) (25,477)
Unrecognized net transition obligation 3,133 3,580
Unrecognized prior service cost 3,104 4,325
Unrecognized net loss 1,576 598
Additional minimum liability (868) (695)
- ------------------------------------------------------ ----------------------
Accrued pension liability $(19,675) $ (17,669)
- ------------------------------------------------------ ----------------------
- ------------------------------------------------------ ----------------------
For U.S. plans, the projected benefit obligation was determined using assumed
discount rates of 7.5% in 1995 and 8.5% in 1994 and assumed rates of increase
in future compensation levels of 4.5% in 1995 and 5% in 1994. The expected
long-term rate of return on assets was 9% in both years. For international
plans, the projected benefit obligation was determined using assumed discount
rates of 7.5% to 20% in 1995 and 8.5% to 20% in 1994 and assumed rates of
increase in future compensation levels of 4.5% to 17.5% in 1995 and 5% to
17.5% in 1994. The expected long-term rate of return on assets for
international plans was 9% to 20% in 1995 and 12% to 20% in 1994.
Pension expense for the U.S. and international plans consisted of the following
components:
(IN THOUSANDS) 1995 1994 1993
- --------------------------------------- --------------------------------------
Service cost-benefits earned during
the year $ 8,114 $ 7,158 $ 5,902
Interest cost on projected benefit
obligation 21,270 20,112 20,616
Actual (return) loss
on plan assets (46,944) 4,656 (31,448)
Net amortization and
deferral 28,337 (22,980) 13,379
- --------------------------------------- --------------------------------------
Pension expense $ 10,777 $ 8,946 $ 8,449
- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------
During 1995, the Company recognized a net curtailment loss of $3.6 million
for the international plans. This loss was primarily due to additional
benefit payments resulting from a reduction in workforce.
The Company has two 401(k) plans generally covering full-time U.S. employees.
Eligible employees may defer a
27
<PAGE>
percentage of their annual compensation up to a maximum allowable under
federal income tax law to supplement their retirement income. These plans
provide for Company contributions based on a certain percentage of each
participant's contribution. Total Company contributions to these plans for
1995, 1994 and 1993 were $4.4 million, $4.7 million and $4.5 million,
respectively.
The Company is also a party to various industrywide collective bargaining
agreements which also provide pension benefits. Total contributions to these
plans plus direct payments to pensioners were $0.8 million in 1995, $0.9
million in 1994 and $0.8 million in 1993.
In addition to providing pension benefits, the Company provides certain
health care and life insurance benefits for eligible retired employees.
Certain employees may become eligible for such benefits if they fulfill
established requirements upon reaching retirement age.
The status of the postretirement benefit plans was as follows:
(IN THOUSANDS) 1995 1994
- ------------------------------------------------------ ---------------------
Accumulated postretirement benefit obligation ("APBO")
Retirees $66,757 $61,190
Fully eligible actives 6,892 9,043
Other actives 7,669 8,247
- ------------------------------------------------------ ---------------------
81,318 78,480
Unrecognized prior service cost 1,897 1,516
Unrecognized net gain 4,660 6,101
- ------------------------------------------------------ ---------------------
Accrued postretirement benefit liability $87,875 $86,097
- ------------------------------------------------------ ---------------------
- ------------------------------------------------------ ---------------------
Postretirement benefit expense included the following components:
(IN THOUSANDS) 1995 1994 1993
- --------------------------------------- --------------------------------------
Service cost - benefits earned during
the year $ 449 $ 578 $ 803
Interest cost on APBO 7,258 6,755 7,484
Net amortization and deferral (342) 26 5
- --------------------------------------- --------------------------------------
Postretirement benefit expense $7,365 $7,359 $8,292
- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------
For U.S. plans, an annual rate of increase in the per capita cost of covered
health care benefits of 10% in 1996 decreasing to 5% in 2006 and thereafter
was assumed in determining the APBO for 1995, and 13% in 1995 decreasing to
5.5% in 2010 was assumed in determining the APBO for 1994. For the Company's
international plan, the assumed health care cost trend rate was 20% in 1995
and 1994. Increasing the assumed health care cost trend rate by one
percentage point in each year would have resulted in an increase in the
Company's APBO as of December 30, 1995 of approximately $7.5 million and the
aggregate of the service and interest cost components of postretirement
benefit expense for 1995 of approximately $0.9 million. The weighted average
discount rate used in determining the APBO was 7.5% in 1995 and 8.5% in 1994
for U.S. plans and 20% in 1995 and 1994 for the international plan. The plans
are not funded.
NOTE 9 - STOCK OPTIONS AND AWARDS
Under the 1991 and 1982 Stock Option and Award Plans ("the Option Plans"),
the Company can grant incentive stock options, non-qualified stock options,
stock appreciation rights, restricted stock awards and performance share
awards to officers and key employees of the Company. Stock options may be
exercised for up to ten years from the date of grant with or without stock
appreciation rights, as determined by the committee of the Company's Board of
Directors administering the Option Plans. No stock appreciation rights,
restricted stock awards or performance share awards were outstanding at
December 30, 1995.
During 1995, the 1995 Non-Employee Directors Stock Option Plan ("the
Directors Plan") was adopted by the Board of Directors and approved by the
Company's shareholders. On February 15th of each year, each active
non-employee director will receive a non-discretionary grant of non-qualified
stock options ("the Options"). The Options vest over a three-year period and
expire 10 years after the date of the grant or upon early termination as
defined by the plan agreement.
Changes in outstanding stock options were as follows:
AVERAGE
SHARES PRICE
- --------------------------------------------------- ------------------------
Outstanding, January 2, 1993 1,495,730 $29.70
Granted 411,850 33.12
Exercised (41,733) 27.88
Canceled (146,065) 36.52
- --------------------------------------------------- ------------------------
Outstanding, January 1, 1994 1,719,782 29.98
Granted 508,500 29.07
Exercised (12,117) 26.69
Canceled (160,401) 34.39
- --------------------------------------------------- ------------------------
Outstanding, December 31, 1994 2,055,764 29.43
Granted 563,000 27.21
Exercised (371,989) 13.73
Canceled (294,513) 31.30
Net adjustment for distribution of real estate
and resorts business 8,158
- --------------------------------------------------- ------------------------
Outstanding, December 30, 1995 1,960,420 $29.23
- --------------------------------------------------- ------------------------
Exercisable, December 30, 1995 1,048,233 $31.61
- --------------------------------------------------- ------------------------
- --------------------------------------------------- ------------------------
In December 1995, the number and exercise price of all options outstanding
were adjusted to reflect the impact of the distribution of the real estate
and resorts business. (See Note 4.)
28
<PAGE>
NOTE 10 - SHAREHOLDERS' EQUITY
Authorized capital at December 30, 1995 consisted of 80 million shares of no
par value common stock and 30 million shares of no par value preferred stock,
issuable in series. At December 30, 1995, approximately 3.7 million shares
and 50,000 shares of common stock were reserved for issuance under the
Option Plans and the Directors Plan, respectively. There was no preferred
stock outstanding.
The Company's dividend policy is to pay quarterly dividends on common shares
at an annual rate of 40 cents per share.
Changes in shareholders' equity were as follows:
<TABLE>
<CAPTION>
CUMULATIVE
FOREIGN TOTAL
ADDITIONAL CURRENCY COMMON COMMON
COMMON PAID-IN RETAINED TRANSLATION SHAREHOLDERS' SHARES
(IN THOUSANDS, EXCEPT SHARE DATA) STOCK CAPITAL EARNINGS ADJUSTMENT EQUITY OUTSTANDING
- ---------------------------------- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 2, 1993 $320,057 $163,686 $ 542,468 $(25,193) $1,001,018 59,414,655
Net income - - 77,889 - 77,889 -
Cash dividends declared
($.40 per share) - - (23,784) - (23,784) -
Translation adjustments - - - (4,273) (4,273) -
Other 42 1,222 - - 1,264 41,263
- ---------------------------------- ----------------------------------------------------------------------------------------------
Balance, January 1, 1994 320,099 164,908 596,573 (29,466) 1,052,114 59,455,918
Net income - - 67,883 - 67,883 -
Cash dividends declared
($.50 per share) - - (29,739) - (29,739) -
Translation adjustments - - - (10,272) (10,272) -
Other 22 633 - - 655 22,190
- ---------------------------------- ----------------------------------------------------------------------------------------------
Balance, December 31, 1994 320,121 165,541 634,717 (39,738) 1,080,641 59,478,108
Net income - - 23,331 - 23,331 -
Cash dividends declared
($.30 per share) - - (17,913) - (17,913) -
Translation adjustments - - - (859) (859) -
Distribution of real estate and
resorts business - - (581,866) - (581,866) -
Other 376 4,725 - - 5,101 376,631
- ---------------------------------- ----------------------------------------------------------------------------------------------
Balance, December 30, 1995 $320,497 $170,266 $ 58,269 $(40,597) $ 508,435 59,854,739
- ---------------------------------- ----------------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE>
NOTE 11 - CONTINGENCIES
At December 30, 1995, the Company was contingently liable for guarantees of
indebtedness issued on behalf of certain key fruit suppliers of $82.2 million
and other guarantees associated with unaffiliated entities integral to the
Company's operations of $24.1 million.
The Company is involved from time to time in various claims and legal actions
incident to its operations, both as plaintiff and defendant. In the opinion
of management, after consultation with legal counsel, none of such claims is
expected to have a material adverse effect on the Company's financial
position or results of operations.
NOTE 12 - LEASE COMMITMENTS
The Company has obligations under non-cancelable operating leases, primarily
for ship charters and containers, and certain equipment and office
facilities. Lease terms are generally for less than the economic life of the
property. Certain agricultural land leases provide for increases in minimum
rentals based on production. Total rental expense was $208.5 million, $177.6
million and $168.0 million (net of sublease income of $14.9 million, $13.3
million and $19.1 million) for 1995, 1994 and 1993, respectively.
During 1995, the Company entered into an agreement with a syndicate of banks
for the sale and leaseback of certain vessels including four recently
constructed refrigerated vessels. This transaction generated net proceeds of
approximately $133 million. The Company will lease the vessels for seven
years.
At December 30, 1995, the Company's aggregate minimum rental commitments,
before sublease income, were as follows (in millions): 1996 - $172.4; 1997 -
$77.0; 1998 - $40.8; 1999 - $34.4; 2000 - $30.7 and thereafter - $176.5.
Total future sublease income is $18.3 million.
NOTE 13 - INCOME TAXES
Income tax expense (benefit) was as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
- --------------------------- ----------------------------
<S> <C> <C> <C>
Current
Federal, state and local $ 2,292 $(25,594) $ 21,243
Foreign 23,279 21,421 13,625
- --------------------------- ----------------------------
25,571 (4,173) 34,868
- --------------------------- ----------------------------
Deferred
Federal, state and local 30,656 8,989 (25,883)
Foreign (227) 5,084 (5,385)
- --------------------------- ----------------------------
30,429 14,073 (31,268)
- --------------------------- ----------------------------
$56,000 $ 9,900 $ 3,600
- --------------------------- ----------------------------
- --------------------------- ----------------------------
</TABLE>
Pretax earnings attributable to foreign operations were $181 million, $165
million and $145 million for 1995, 1994 and 1993, respectively. Undistributed
earnings of foreign subsidiaries, which have been or are intended to be
permanently invested, aggregated $972 million at December 30, 1995.
The Company's reported income tax expense varied from the expense calculated
using the U.S. federal statutory tax rate for the following reasons:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
- --------------------------- ------------------------------
<S> <C> <C> <C>
Expense computed at
U.S. federal statutory
income tax rate $ 61,538 $ 23,851 $ 23,007
Foreign income taxed
at different rates (16,366) (11,036) (24,014)
Dividends from
subsidiaries - 187 341
State and local income
tax, net of federal
income tax benefit 4,293 (584) (553)
Impact of tax rate
change - - 1,450
Other 6,535 (2,518) 3,369
- --------------------------- ------------------------------
Reported income tax
expense $ 56,000 $ 9,900 $ 3,600
- --------------------------- ------------------------------
- --------------------------- ------------------------------
</TABLE>
Total income tax payments, net of refunds, for 1995, 1994 and 1993 were $51.3
million, $4.1 million and $23.8 million, respectively. Subsequent to 1995,
the Company filed for and received a federal income tax refund of $22.9
million.
Deferred tax assets (liabilities) were comprised of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
- --------------------------- ------------------------------
<S> <C> <C> <C>
Operating reserves $ 36,840 $ 2,053 $ 13,674
Accelerated depreciation (37,868) (35,040) (38,739)
Inventory valuation
methods 3,690 13,086 5,917
Effect of differences
between book values
assigned in prior
acquisitions and
historical tax values (37,927) (61,811) (53,141)
Postretirement benefits 31,263 32,484 34,768
Current year
acquisitions - - (8,603)
Tax credit carryforward 39,310 30,509 39,075
Net operating loss
carryforward 79,616 10,998 3,115
Other, net (22,308) (29,642) (19,317)
- --------------------------- ------------------------------
$ 92,616 $(37,363) $(23,251)
- --------------------------- ------------------------------
- --------------------------- ------------------------------
</TABLE>
30
<PAGE>
The Company has recorded deferred tax assets of $79.6 million reflecting the
benefit of approximately $30 million in capital loss carryforwards, which
begin to expire in 2000, and $195 million of ordinary loss carryforwards
which begin to expire in 2009 to the extent not utilized.
The tax credit carryforward amount is primarily comprised of alternative
minimum tax credits which can be utilized to reduce regular tax liabilities
and may be carried forward indefinitely. The remaining credits expire from
1998 to 2010.
Total deferred tax assets and deferred tax liabilities were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1995 1994 1993
- --------------------------- -------------------------------
<S> <C> <C> <C>
Deferred tax assets $ 281,392 $ 182,078 $ 176,202
Deferred tax liabilities (188,776) (219,441) (199,453)
- --------------------------- -------------------------------
$ 92,616 $ (37,363) $ (23,251)
- --------------------------- -------------------------------
- --------------------------- -------------------------------
</TABLE>
The Company remains contingently liable with respect to certain tax credits
sold with recourse by Flexi-Van Corporation ("Flexi-Van"), the Company's
former transportation equipment leasing business, to a third party in 1981.
These credits, which have been contested by the Internal Revenue Service,
continue to be litigated by Flexi-Van. Flexi-Van, which separated from the
Company in 1987 and was subsequently acquired by David H. Murdock, has
indemnified the Company against obligations that might result from the
resolution of this matter.
NOTE 14 - GEOGRAPHICAL AREA SEGMENT INFORMATION
The Company's only significant segment of business is food products. Revenue,
operating income and identifiable assets pertaining to the geographic areas
in which the Company operates are presented below. Product transfers between
geographic areas are accounted for based on the estimated fair market value
of the products.
<TABLE>
<CAPTION>
(IN MILLIONS) 1995 1994 1993
- ----------------------- -------------------------------
<S> <C> <C> <C>
Revenue
North America $1,959 $1,933 $1,890
Latin America 771 677 640
Asia 914 842 700
Europe 959 777 577
Intercompany
elimination (799) (730) (699)
- ----------------------- -------------------------------
$3,804 $3,499 $3,108
- ----------------------- -------------------------------
- ----------------------- -------------------------------
Operating Income
North America $ 72 $ (8) $ 39
Latin America 138 131 62
Asia 14 16 77
Europe 3 13 -
Corporate (34) (14) (11)
Cost reduction program - - (43)
- ----------------------- -------------------------------
$ 193 $ 138 $ 124
- ----------------------- -------------------------------
- ----------------------- -------------------------------
Identifiable Assets
North America $ 973 $1,065 $1,043
Latin America 698 776 707
Asia 327 332 266
Europe 339 339 211
Corporate 105 107 110
- ----------------------- -------------------------------
2,442 2,619 2,337
Net assets held
for distribution - 1,066 822
- ----------------------- -------------------------------
$2,442 $3,685 $3,159
- ----------------------- -------------------------------
- ----------------------- -------------------------------
</TABLE>
NOTES: REVENUE INCLUDES INTER-AREA TRANSFERS FROM LATIN AMERICA TO NORTH
AMERICA, ASIA AND EUROPE OF $514 MILLION, $444 MILLION AND $418 MILLION IN
1995, 1994 AND 1993, RESPECTIVELY; FROM ASIA TO NORTH AMERICA AND EUROPE OF
$184 MILLION, $190 MILLION AND $227 MILLION IN 1995, 1994 AND 1993,
RESPECTIVELY; FROM NORTH AMERICA TO ASIA AND EUROPE OF $72 MILLION, $77
MILLION AND $38 MILLION IN 1995, 1994 AND 1993, RESPECTIVELY; AND FROM EUROPE
TO NORTH AMERICA, ASIA AND LATIN AMERICA OF $29 MILLION, $19 MILLION AND $16
MILLION IN 1995, 1994 AND 1993, RESPECTIVELY.
NET ASSETS HELD FOR DISTRIBUTION AS OF DECEMBER 31, 1994 AND JANUARY 1, 1994
ARE RELATED TO THE REAL ESTATE AND RESORTS BUSINESS DISTRIBUTED TO THE
COMPANY'S SHAREHOLDERS IN 1995 (SEE NOTE 4).
31
<PAGE>
NOTE 15 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table presents summarized quarterly results.
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
(IN THOUSANDS, EXCEPT PER SHARE DATA) QUARTER QUARTER QUARTER QUARTER YEAR
- ------------------------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995
Revenue $849,124 $1,068,814 $1,048,594 $837,314 $3,803,846
Gross margin 150,749 183,423 148,756 103,049 585,977
Income from continuing operations 24,411 75,855 14,278 5,280 119,824
Income (loss) from discontinued operations (790) 2,807 (105,054) 6,544 (96,493)
- ------------------------------------------- -------- ---------- ---------- -------- ----------
Net income (loss) $ 23,621 $ 78,662 $ (90,776) $ 11,824 $ 23,331
- ------------------------------------------- -------- ---------- ---------- -------- ----------
- ------------------------------------------- -------- ---------- ---------- -------- ----------
Earnings (loss) per common share
Continuing operations $ .41 $ 1.27 $ .24 $ .09 $ 2.00
Discontinued operations (.01) .05 (1.76) .11 (1.61)
- ------------------------------------------- -------- ---------- ---------- -------- ----------
Net income (loss) per common share $ .40 $ 1.32 $ (1.52) $ .20 $ 0.39
- ------------------------------------------- -------- ---------- ---------- -------- ----------
- ------------------------------------------- -------- ---------- ---------- -------- ----------
1994
Revenue $756,701 $ 915,349 $ 992,444 $834,059 $3,498,553
Gross margin 133,365 155,867 138,633 105,013 532,878
Income (loss) from continuing operations 28,956 33,891 (2,006) (2,596) 58,245
Income from discontinued operations 793 1,762 3,291 3,792 9,638
- ------------------------------------------- -------- ---------- ---------- -------- ----------
Net income $ 29,749 $ 35,653 $ 1,285 $ 1,196 $ 67,883
- ------------------------------------------- -------- ---------- ---------- -------- ----------
- ------------------------------------------- -------- ---------- ---------- -------- ----------
Earnings (loss) per common share
Continuing operations $ .48 $ .57 $ (.03) $ (.04) $ .98
Discontinued operations .02 .03 .05 .06 .16
- ------------------------------------------- -------- ---------- ---------- -------- ----------
Net income (loss) per common share $ .50 $ .60 $ .02 $ .02 $ 1.14
- ------------------------------------------- -------- ---------- ---------- -------- ----------
- ------------------------------------------- -------- ---------- ---------- -------- ----------
</TABLE>
ALL QUARTERS HAVE TWELVE WEEKS, EXCEPT THE THIRD QUARTERS OF BOTH YEARS WHICH
HAVE SIXTEEN WEEKS.
THE SECOND QUARTER OF 1995 REFLECTS THE $61.7 MILLION NET GAIN ON ASSETS SOLD
OR HELD FOR DISPOSAL.
THIRD QUARTER 1995 DISCONTINUED OPERATIONS REFLECT THE $103.8 MILLION ASSET
IMPAIRMENT WRITE-DOWN RELATED TO THE LANA'I RESORT PROPERTIES.
NOTE 16 - COMMON STOCK DATA (UNAUDITED)
The following table shows the market price range of the Company's common
stock for each quarter in 1995 and 1994.
<TABLE>
<CAPTION>
HIGH LOW
- ---------------------------- ----------------------
<S> <C> <C>
1995
First Quarter $28 3/8 $24
Second Quarter 28 1/4 30 3/4
Third Quarter 35 28 1/2
Fourth Quarter 38 33 1/2
- ---------------------------- ----------------------
Year $38 $24
- ---------------------------- ----------------------
- ---------------------------- ----------------------
1994
First Quarter $35 1/2 $26 3/8
Second Quarter 34 1/2 26 1/8
Third Quarter 30 3/4 26 1/4
Fourth Quarter 28 3/8 22 1/2
- ---------------------------- ----------------------
Year $35 1/2 $22 1/2
- ---------------------------- ----------------------
- ---------------------------- ----------------------
</TABLE>
32
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Dole Food
Company, Inc.:
We have audited the accompanying consolidated balance sheets of Dole Food
Company, Inc. (a Hawaii corporation) and subsidiaries as of December 30, 1995
and December 31, 1994, and the related consolidated statements of income and
cash flow for the years ended December 30, 1995, December 31, 1994 and
January 1, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Dole Food
Company, Inc. and subsidiaries as of December 30, 1995 and December 31, 1994,
and the results of its operations and its cash flow for the years ended
December 30, 1995, December 31, 1994 and January 1, 1994, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen LLP
Los Angeles, California
February 5, 1996
33
<PAGE>
DOLE FOOD COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
1995 COMPARED WITH 1994 -
REVENUE - Consolidated revenue from continuing operations increased 9% over
the prior year, from $3.5 billion for 1994 to $3.8 billion for 1995 and
increased 14% compared to 1994, excluding revenues from the recently sold
worldwide juice and juice beverage business. Growth in existing product
lines, increases in worldwide banana revenues, and temporary market
conditions for the fresh vegetable business resulting from the March 1995
California floods are primarily attributable for the increases in revenue.
SELLING, MARKETING AND ADMINISTRATIVE EXPENSES - Selling, marketing and
administrative expenses from continuing operations were $393 million or 10%
of sales for 1995 compared to $395 million or 11% of sales for 1994. The
decrease in expense was primarily due to the sale of the worldwide juice and
juice beverage business in the second quarter of 1995, offset by business
expansions and acquisitions.
OPERATING INCOME - Consolidated operating income from continuing operations
increased 40% to $193 million in 1995 compared to $138 million in 1994.
Higher earnings in 1995 were primarily related to improvements in the
worldwide banana markets, particularly in the Pacific Rim, and the fresh
vegetable business which profited from temporary market conditions resulting
from the March 1995 California floods. The fresh and processed pineapple and
the value-added, pre-cut salad businesses also posted improved results in
1995, partially offset by lower results for dried fruit and nuts.
During the second quarter of 1995, the sale of the Company's worldwide
juice and juice beverage business was completed, resulting in a pretax gain
of approximately $145 million. Revenues related to this business totaled
approximately $300 million in 1994. In addition, during the second quarter of
1995, the Company began to implement its plans to sell certain of its
agricultural properties and other assets which have generated low returns.
Sales agreements have been entered into with respect to certain assets, and
sales efforts are proceeding with respect to the others. The book value of
the assets to be sold exceeded the estimated fair value less costs to sell,
and resulted in an adjustment of $83 million in the second quarter of 1995.
The gain on the sale of the beverage business, net of adjustments related to
the planned disposal of assets, resulted in a net pretax gain of $62 million
and an increase in the Company's estimated 1995 annualized income tax rate
from 23% to 32%. The sale of the juice business and the planned sale of
agricultural properties and other assets are not expected to have a
significant impact on the Company's continuing operating income levels.
The European Union ("E.U.") banana regulations which impose quotas and
tariffs on bananas remained in full effect in 1995, and continue in effect in
1996. Trade negotiations and discussions continue between the E.U., the
United States and the individual banana exporting countries. These trade
negotiations could lead to further changes in the regulations governing
banana exports to the E.U. The net impact of these changing regulations on
the Company's future results of operations is not determinable at this time.
The Company distributes its products in more than 90 countries throughout
the world. Its international sales are usually transacted in U.S. dollars and
major European and Asian currencies, while certain costs are incurred in
currencies different from those that are received from the sale of the
product. Results of operations may be affected by fluctuations of currency
exchange rates in both the sourcing and selling locations. The overall net
impact of foreign currency fluctuations was immaterial to the results of
operations in 1995 and 1994.
INTEREST EXPENSE, NET - Interest expense, net of interest income, increased
to $74 million in 1995 from $67 million in 1994, due to higher interest
rates, offset by slightly lower average debt levels.
INCOME TAXES - The Company's effective income tax rate increased to 32% in
1995 from 15% in 1994, primarily as a result of a change in the mix of
domestic and foreign earnings impacted by the non-recurring net gain on the
sale of the Company's worldwide juice and juice beverage business in the
second quarter of 1995.
DISCONTINUED OPERATIONS - The Company reported a $97 million or $1.61 per
share loss from discontinued
34
<PAGE>
operations for 1995. The loss from discontinued operations includes
distribution expenses of $3 million, net of tax, and a write-down to certain
real estate and resort properties of $104 million, net of tax. During 1995,
the Company reviewed certain of its real estate and resort properties to
determine, in accordance with generally accepted accounting principles,
whether expected future cash flows (undiscounted and without interest
charges) from each property would result in the recovery by the Company of
the carrying amount of such property. Certain adverse developments affecting
the Lana'i resort properties which occurred subsequent to the Company's 1994
fiscal year end caused management to substantially lower its estimate of that
future cash flow and led to a determination that the Lana'i resort properties
were impaired as defined by generally accepted accounting principles. In
accordance with Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of ("SFAS 121"), an impairment loss of $104 million after tax was
recorded as part of discontinued operations in the accompanying statements of
income for 1995 for the difference between the carrying value and the fair
value of the Lana'i resort properties and certain other residential
properties.
NEW ACCOUNTING PRONOUNCEMENT - In October 1995 the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"). The Company has
elected to adopt the disclosure requirements of SFAS 123 when the adoption is
required in 1996. As a result, SFAS 123 will have no effect on the financial
condition or results of operations of the Company. The provisions of SFAS 123
are more fully described in the Notes to Consolidated Financial Statements.
1994 COMPARED WITH 1993 -
REVENUE - Consolidated revenue from continuing operations for 1994 increased
$390 million, or 13% over the prior year, reaching $3.5 billion compared to
$3.1 billion for 1993. This increase was primarily attributable to new
businesses acquired and to expansions of existing product lines.
SELLING, MARKETING AND ADMINISTRATIVE EXPENSES - Selling, marketing and
administrative expenses from continuing operations increased from $333
million in 1993 to $395 million in 1994, largely due to the effects of
acquired businesses as well as additional promotions and marketing programs
for the value-added and processed pineapple operations.
OPERATING INCOME - Consolidated operating income from continuing operations
totaled $138 million in 1994 and $166 million in 1993 before the 1993 pretax
charge of $43 million for the Company's cost reduction program. Worldwide
banana results increased in 1994 despite the weak Pacific Rim banana market
which resulted from a continued oversupply of product. The E.U. banana
regulations which impose quotas and tariffs on bananas were in full effect in
1994 and continued to be in effect in 1995.
The improvement in banana earnings was offset by declines in other food
operations. The fresh vegetable group reported lower results in 1994
primarily due to poor market conditions for lettuce and celery which existed
for the first three quarters of the year. Results for processed pineapple
were also lower in 1994 compared to 1993, although price pressures resulting
from heavy industry supplies experienced in the prior year and for most of
1994 began to improve at the end of 1994. Lower operating income in 1994 was
also attributable to the dried fruit and nuts operations. In addition,
operating income for 1993 included a pretax gain of approximately $9 million
related to the sale of the Company's interest in the California and Hawaiian
Sugar Company.
INTEREST EXPENSE, NET - Interest expense, net of interest income, from
continuing operations increased to $67 million in 1994 from $48 million in
1993, primarily attributable to higher average debt levels and higher
interest rates.
OTHER EXPENSE, NET - Other expense decreased in 1994, primarily as a result
of lower minority interest expense due to a smaller minority share at the
Company's Latin American beverage operation and lower earnings for the
Company's citrus operations.
35
<PAGE>
INCOME TAXES - The Company's effective income tax rate increased to 15% for
1994 from 5% for 1993, primarily as a result of a change in the mix of
domestic and foreign earnings.
LIQUIDITY AND CAPITAL RESOURCES
Operations in 1995 provided strong, positive cash flow which, along with
proceeds from divestitures of certain businesses and assets, was used to
reduce the Company's debt level. Total debt (net of cash and short-term
investments) was $847 million at December 30, 1995 reduced from $1.563
billion at December 31, 1994. Cash and short-term investments totaled $72
million at December 30, 1995 compared to $45 million at December 31, 1994.
Operating activities from continuing operations generated $235 million of
positive cash flow for 1995 compared to $114 million in 1994. The increase
was primarily attributable to significant net working capital improvements
and improved operating results.
Cash flow from investing activities, which reflected the divestiture of
certain businesses and agricultural properties, totaled $308 million in 1995.
During the second quarter of 1995, the Company completed the sale of its
worldwide juice and juice beverage business. Net proceeds from the sale were
$270 million. In addition, the Company entered into the sale and leaseback of
certain vessels which generated net proceeds of $133 million. Also during
1995, the Company divested its pistachio business and certain North American
agricultural properties.
In December 1995, the Company separated its real estate and resorts
business from its food business, in a pro rata distribution to the Company's
shareholders. As partial consideration for the Company's real estate and
resorts business the Company received cash of $200 million and used the cash
proceeds to repay outstanding bank indebtedness. Additional consideration
included issuance to the Company of 3,500 shares of cumulative preferred
stock which was sold to third parties for $35 million.
The Company significantly reduced its debt level in 1995. The Company has
a $1 billion revolving credit agreement ("the Facility") for a five-year
term. At the Company's option, borrowings under the Facility bear interest at
a certain percentage over the agent's prime rate or the London Interbank
Offered Rate ("LIBOR"). At December 30, 1995, the Company had net borrowings
outstanding of $81 million under the Facility. The Company also borrows under
uncommitted lines of credit at rates offered from time to time by various
banks that may or may not be lenders under the Facility. At December 30,
1995, net borrowings under the uncommitted lines of credit totaled
approximately $89 million, with a weighted average interest rate of 6.1%. As
discussed in the Notes to Consolidated Financial Statements, the Company also
has outstanding at December 30, 1995, $700 million of public unsecured notes,
which were issued in 1993. These notes bear interest at 6.75%, 7% and 7.875%
and mature in years 2000, 2003 and 2013.
Capital expenditures totaled $90 million in 1995 compared to $212 million
in 1994. The 1995 expenditures were invested in various business expansions,
infrastructure improvements and modernization of existing facilities.
During 1995, the Company acquired various food operations, primarily
located in Europe, for an aggregate cash purchase price of $35 million.
The Company paid four quarterly dividends of 10 cents per share on its
common stock totaling $24 million in 1995.
36
<PAGE>
Dole Food Company, Inc.
RESULTS OF OPERATIONS AND SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE DATA) 1995 1994 1993 1992 1991
- ----------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue $3,804 $3,499 $3,108 $3,120 $2,965
Cost of products sold 3,218 2,966 2,609 2,633 2,403
- ----------------------------------------------- ------------------------------------------
Gross margin 586 533 499 487 562
Selling, marketing and administrative expenses 393 395 333 312 339
Cost reduction program -- -- 43 42 --
- ----------------------------------------------- ------------------------------------------
Operating income 193 138 123 133 223
Interest expense -- net (74) (67) (48) (48) (38)
Net gain on assets sold or held for disposal 62 -- -- -- --
Other expense -- net (5) (3) (9) (12) (7)
- ----------------------------------------------- ------------------------------------------
Income from continuing operations before
income taxes and cumulative effect of
accounting change 176 68 66 73 178
Income taxes (56) (10) (4) (7) (39)
- ----------------------------------------------- ------------------------------------------
Income from continuing operations before
cumulative effect of accounting change 120 58 62 66 139
Discontinued operations (97) 10 16 (2) (5)
- ----------------------------------------------- ------------------------------------------
Income before cumulative effect of
accounting change 23 68 78 64 134
Cumulative effect of accounting change -- -- -- (48) --
- ----------------------------------------------- ------------------------------------------
Net income $ 23 $ 68 $ 78 $ 16 $ 134
- ----------------------------------------------- ------------------------------------------
Earnings per common share
Continuing operations before cumulative
effect of accounting change $ 2.00 $ .98 $ 1.04 $ 1.11 $ 2.33
Discontinued operations (1.61) .16 .26 (.04) (.09)
Cumulative effect of accounting change -- -- -- (.81) --
- ----------------------------------------------- ------------------------------------------
Net income $ .39 $ 1.14 $ 1.30 $ .26 $ 2.24
- ----------------------------------------------- ------------------------------------------
Other statistics
Working capital $ 480 $ 495 $ 391 $ 398 $ 421
Total assets 2,442 3,685 3,159 2,926 2,774
Long-term debt 896 1,555 1,111 950 803
Total debt 920 1,609 1,190 1,031 879
Common shareholders' equity 508 1,081 1,052 1,001 1,009
Annual cash dividends per common share .40 .40 .40 .40 .40
Capital additions 90 212 174 164 259
Depreciation and amortization 124 120 106 90 72
- ----------------------------------------------- ------------------------------------------
</TABLE>
37
<PAGE>
DIRECTORS AND OFFICERS DOLE FOOD COMPANY, INC.
<TABLE>
<CAPTION>
DOLE FOOD COMPANY, INC. DOLE FOOD COMPANY, INC. DOLE FOOD COMPANY
<S> <C> <C>
DIRECTORS OFFICERS OPERATING DIVISION OFFICERS
Elaine L. Chao(2) David H. Murdock Paul Cuyegkeng
President & CEO Chairman of the Board and President-Dole Asia
United Way of America Chief Executive Officer
William F. Feeney
Mike Curb David A. DeLorenzo President-Dole Europe
Chairman(1,3) President & Chief Operating Officer
Curb Communications, Inc. Benjamin Paz
(entertainment) Gerald W. LaFleur President-Dole Latin America
Executive Vice President
David A. DeLorenzo Peter M. Nolan
President & Chief Operating Officer George R. Horne President-Dole Packaged Foods
Dole Food Company, Inc. Vice President-Human Resources
Lawrence A. Kern
James F. Gary (1,2,3) Michael S. Karsner President-Dole Fresh Vegetables
Chairman Emeritus Vice President-Chief Financial Officer
Pacific Resources, Inc. and Treasurer Gregory L. Costley
(international energy and President-Dole North America Fruit
holding company) Patricia A. McKay
Vice President-Finance and Controller Roberto Zacarias
Richard M. Ferry (3) President-Dole Honduran Beverage
President and Director Patrick A. Nielson
Korn/Ferry International, Inc. Vice President-International Legal and
(international executive search firm) Regulatory Affairs
Frank J. Hata(2) Thomas J. Pernice
Chairman Vice President-Public Affairs
Y. Hata & Co.
(wholesale food business) J. Brett Tibbitts
President Vice President-Corporate General
Diversified Distributor, Inc. Counsel and Corporate Secretary
(public warehouse company)
Roberta Wieman
David H. Murdock(1) Vice President
Chairman of the Board and
Chief Executive Officer
Dole Food Company, Inc.
</TABLE>
(1) EXECUTIVE, FINANCE AND NOMINATING COMMITTEE
(2) AUDIT COMMITTEE
(3) COMPENSATION AND EMPLOYEE BENEFITS COMMITTEE
38
<PAGE>
DOLE FOOD COMPANY, INC.
COMPANY AND SHAREHOLDER INFORMATION
THE COMPANY
Founded in Hawaii in 1851, Dole Food Company, Inc. is the world's largest
producer and marketer of fresh fruits and vegetables, and markets a growing
line of packaged foods. The Company does business in more than 90 countries
and employs approximately 43,000 full-time people worldwide.
CORPORATE HEADQUARTERS
31355 Oak Crest Drive
Westlake Village, CA 91361
(818) 879-6600
AUDITORS
Arthur Andersen LLP
633 West Fifth Street
Los Angeles, CA 90071
SECURITIES TRANSFER AGENT
The First National Bank of Boston
P.O. Box 644
Boston, MA 02102
(800) 733-5001
SHAREHOLDER INQUIRIES
Shareholders and members of the investment industry should direct inquiries to:
Office of the Corporate Secretary
Dole Food Company, Inc.
31365 Oak Crest Drive
Westlake Village, CA 91361
(818) 879-6600
FORM 10-K
A copy of Dole Food Company, Inc.'s Form 10-K, a corporate operational and
financial report filed annually with the Securities and Exchange Commission,
is available upon request without charge.
STOCK EXCHANGE
Dole Food Company, Inc.'s common stock (DOL) is traded on the New York and
Pacific Stock Exchanges.
INTERNET ADDRESS
http:\\www.dole5aday.com
Dole-Registered Trademark- is a registered trademark of Dole Food Company, Inc.
- -C- 1996 Dole Food Company, Inc. All rights reserved.
<PAGE>
EXHIBIT 22
SUBSIDIARIES OF DOLE FOOD COMPANY, INC.
There are no parents of the Registrant.
Registrant's consolidated subsidiaries are shown below together with the
percentage of voting securities owned and the state or jurisdiction of
organization of each subsidiary. The names have been omitted for subsidiaries
which, if considered in the aggregate as a single subsidiary, do not constitute
a significant subsidiary. Subsidiaries of subsidiaries are indented in the
following table:
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant December 30, 1995
- -------------------------- --------------------
Castle & Cooke Fresh Fruit Company 100%
(Nevada)
Beebe Orchard Company 100%
(Delaware)
Dole Citrus 100%
(California)
Dole Fresh Fruit Company 100%
(Nevada)
Dole Europe Company 100%
(Delaware)
Dole Fresh Fruit Europe Ltd. & Co. 100%
(Federal Republic of Germany)
Dole Fresh Fruit International, Inc. 100%
(Panama)
Standard Fruit Company 100%
(Delaware)
Cerveceria Hondurena, S.A. 80%
(Honduras)
1
<PAGE>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant December 30, 1995
- -------------------------- --------------------
Castle & Cooke Fresh Fruit Company (cont'd)
Standard Fruit Company de Costa Rica, S.A. 100%
(Costa Rica)
Standard Fruit and Steamship Company 100%
(Delaware)
Wells & Wade Fruit Company 100%
(Washington)
Castle & Cooke Worldwide Limited 100%
(Hong Kong)
Dole Fresh Fruit International, Limited 100%
(Liberia)
Solvest, Ltd. 100%
(Bermuda)
Standard Fruit de Honduras, S.A. 100%
(Honduras)
Dole Europe B.V. 100%
(Netherlands)
Soleil Holding France S.A. 100%
(France)
Saman, S.A. 100%
(France)
Dole Chile S.A. 100%
(Chile)
2
<PAGE>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant December 30, 1995
- -------------------------- --------------------
Castle & Cooke Worldwide Limited (cont'd)
Dole Thailand Limited 64%
(Thailand)
Compania Financiera de Costa Rica, S.A. 100%
(Costa Rica)
Dole Bakersfield, Inc. 100%
(California)
Dole Fresh Vegetables, Inc. 100%
(California)
Bud Antle, Inc. 100%
(California)
Dole Carrot Company 100%
(California)
Royal Packing Co. 100%
(California)
Dole Japan, Ltd. 100%
(Japan)
Dole Land Company, Inc. 100%
(Hawaii)
Dole Philippines, Inc. 99%
(Republic of the Philippines)
Earlibest Orange Association, Inc. 100%
(California)
3
<PAGE>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant December 30, 1995
- -------------------------- --------------------
S & J Ranch, Inc. 100%
(California)
Dole Nut Company 100%
(California)
M K Development, Inc. 100%
(Hawaii)
Dole Dried Fruit and Nut Company,
a California general partnership 100%
La Petite d'Agen, Inc. 100%
(Hawaii)
Castle & Cooke Homes, Inc. 61%
(Hawaii)
Muscat, Inc. 100%
(Hawaii)
Calicahomes, Inc. 100%
(California)
Castle & Cooke Land Company, Inc. 100%
(Hawaii)
Zante Currant, Inc. 100%
(Hawaii)
Castle & Cooke Communities, Inc. 100%
(Hawaii)
Castle & Cooke Bakersfield Holdings, Inc. 100%
(Delaware)
Calazo Corporation 100%
(Arizona)
4
<PAGE>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant December 30, 1995
- -------------------------- --------------------
Castle & Cooke Communities, Inc. (cont'd)
Castle & Cooke Homes, Inc. 39%
(Hawaii)
Castle & Cooke Homes, Inc. 100%
(California)
Castle & Cooke Sierra Vista, Inc. 100%
(California)
Lindero Property, Inc. 100%
(California)
Malaga Company, Inc. 100%
(California)
Waialua Sugar Company, Inc. 100%
(Hawaii)
5
<PAGE>
CONSENT OF INDEPENDENT OF PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports dated February 5, 1996 included (or incorporated by reference) in
this Form 10-K into Dole Food Company, Inc.'s previously filed Registration
Statements on Form S-3 Registration Nos. 33-41480 and 33-64984 and Form S-8
Registration Nos. 2-87475, 33-594, 33-28782, 33-60643, 33-60641 and 33-42152.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
February 5, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-30-1995<F1>
<PERIOD-START> JAN-1-1995<F1>
<PERIOD-END> DEC-30-1995<F1>
<CASH> 72,151
<SECURITIES> 0
<RECEIVABLES> 374,441<F2>
<ALLOWANCES> 46,994<F3>
<INVENTORY> 559,660
<CURRENT-ASSETS> 1,137,201
<PP&E> 1,571,183
<DEPRECIATION> 554,192
<TOTAL-ASSETS> 2,442,192
<CURRENT-LIABILITIES> 656,890
<BONDS> 895,998
0
0
<COMMON> 320,497
<OTHER-SE> 187,938
<TOTAL-LIABILITY-AND-EQUITY> 2,442,192
<SALES> 3,803,846
<TOTAL-REVENUES> 3,803,846
<CGS> 3,217,869
<TOTAL-COSTS> 3,217,869
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 16,708
<INTEREST-EXPENSE> 81,186
<INCOME-PRETAX> 175,824
<INCOME-TAX> 56,000
<INCOME-CONTINUING> 119,824
<DISCONTINUED> (96,493)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,331
<EPS-PRIMARY> 0.39
<EPS-DILUTED> 0.39
<FN>
<F1>THE COMPANY'S FISCAL YEAR ENDS ON THE SATURDAY CLOSEST TO DECEMBER 31.
FISCAL YEAR 1995 CONSISTED OF 52 WEEKS AND ENDED ON DECEMBER 30, 1995. ALL
QUARTERS IN 1995 HAVE 12 WEEKS, EXCEPT THE THIRD QUARTER OF 1995 WHICH HAS 16
WEEKS.
<F2>INCLUDES TRADE RECEIVABLES ONLY.
<F3>INCLUDES AMOUNTS RELATED TO TRADE RECEIVABLES AND CURRENT NOTES RECEIVABLE.
</FN>
</TABLE>
