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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED JANUARY 1, 2000
OR
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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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HAWAII 99-0035300
(State or other jurisdiction (IRS Employer Identification No.)
of
incorporation or organization)
ONE DOLE DRIVE, WESTLAKE VILLAGE, CALIFORNIA 91362
(Address of principal executive offices)
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Registrant's telephone number, including area code: (818) 874-4000
Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, No Par Value New York Stock Exchange, Pacific Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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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. /X/
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 24, 2000 was approximately $661,493,825.
The number of shares of Common Stock outstanding as of March 24, 2000 was
55,844,825.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its 2000 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 JANUARY 1, 2000
TABLE OF CONTENTS
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ITEM NUMBER
IN FORM 10-K PAGE
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PART I
1. Business.................................................... 3
2. Properties.................................................. 9
3. Legal Proceedings........................................... 12
4. Submission of Matters to a Vote of Security Holders;
Executive Officers of the Registrant...................... 12
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters....................................... 15
6. Selected Financial Data..................................... 15
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 16
7A. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 23
8. Financial Statements and Supplementary Data................. 25
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 50
PART III
10. Directors and Executive Officers of the Registrant.......... 50
11. Executive Compensation...................................... 50
12. Security Ownership of Certain Beneficial Owners and
Management................................................ 50
13. Certain Relationships and Related Transactions.............. 50
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form
8-K....................................................... 51
(a) 1. Financial Statements.................................... 51
2. Financial Statement Schedules........................... 51
3. Exhibits................................................ 51
(b) Reports on Form 8-K......................................... 53
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Signatures.................................................. 54
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 One Dole Drive,
Westlake Village, California 91362, telephone (818) 874-4000. At January 1,
2000, the Company had the equivalent of approximately 59,500 full-time employees
worldwide. Dole is the largest producer of fresh fruits, vegetables and
fresh-cut flowers in the world and markets a growing line of packaged foods.
The Company's 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 this report beginning
with page 25.
GENERAL
Dole is engaged in the worldwide sourcing, growing, processing, distributing
and marketing of high quality, fresh produce, packaged foods and fresh-cut
flowers. Dole provides retail and institutional customers with products which
are produced and given added value through research, agricultural assistance and
advanced harvesting, processing, packing, cooling, shipping and marketing
techniques and which bear the DOLE-Registered Trademark- trademarks.
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 canned pineapple products, iceberg lettuce, celery, cauliflower,
broccoli and in fresh-cut fruits, salads and pre-cut vegetables.
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,
almonds, processed pineapple products and fresh-cut flowers are, for the most
part, packed and/or processed directly by Dole.
Dole utilizes product quality, food safety, 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- trademarks 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, nuts and
pineapple juice and juice blends. The 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.
PRODUCTS
Dole sources, distributes and markets fresh fruit products, including
bananas, pineapples, table grapes, apples, pears, stone fruit, oranges,
grapefruit, lemons, mangoes, kiwi, tangelos, melons, cherries, strawberries,
raspberries 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 and artichokes. Dole also markets value-added products such as iceberg
lettuce-based salad mixes, specialty
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lettuce salads, complete salad kits which include dressing and condiments,
blends of specialty lettuces, red cabbage, peeled mini-carrots, shredded
carrots, shredded red cabbage and coleslaw.
Dole sources, processes and markets almonds and markets raisins, prunes and
dates.
Dole's fresh fruit and vegetable products and its consumer dried fruit and
nut products are marketed under the DOLE-Registered Trademark- brand, under
other brand names owned by the Company, and, in limited cases, under private
labels.
Dole produces and markets processed food products, including sliced, chunk,
tidbit and crushed pineapple, tropical fruit salad, mandarin oranges and
pineapple juice in cans, and tropical fruits, pineapple tidbits, mixed fruit and
diced peaches in single-serve plastic bowls.
Dole grows, harvests, distributes and markets more than 40 kinds of
fresh-cut flowers, including roses, spray roses, carnations, miniature
carnations, pompons and standard chrysanthemums, among others.
Dole's products are marketed through more than 50 direct selling offices in
North America, approximately 60 in Europe and 12 in Asia.
DOLE NORTH AMERICA
DOLE NORTH AMERICA distributes and markets DOLE-Registered Trademark- fresh
fruits and vegetables, and processed food products, including processed
pineapple, canned pineapple juices and pineapple juice blend beverages, almonds,
raisins, prunes and dates in North America.
Dole markets bananas and pineapples grown in Latin America, table grapes,
stone fruit, apples and pears grown in the United States and Chile, melons grown
in Costa Rica and Honduras and citrus fruit grown in the United States, Mexico,
South Africa and Spain, 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 in Hawaii, Costa Rica and Honduras. These products are
sold primarily to retail chains and wholesalers, which in turn resell or
distribute them to retail food stores.
Fresh vegetables, as well as packaged salads and other value-added products,
marketed by Dole are generally grown under joint growing arrangements with
independent growers in California, Arizona 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
and, to a lesser extent, Asia and Western Europe.
Almonds are sourced from independent growers and, to a lesser extent,
produced by partnerships managed by Dole North America. They are sold in bulk to
cereal, confectionery and other food processors and, to a lesser extent,
packaged for the retail consumer. They are marketed overseas, primarily in
Western Europe and Asia, and domestically. Retail packs of raisins, prunes and
dates are processed and packed through co-production arrangements.
Dole has an agreement with Ice Cream Partners USA, LLC, pursuant to 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- and SORBET 'N
CREAM-Registered Trademark- bars. Dole also markets DOLE-Registered Trademark-
canned pineapple juice and pineapple juice blend beverages.
DOLEWHIP-Registered Trademark-, a soft-serve, non-dairy dessert, is manufactured
and marketed by Precision Foods, Inc. under license from Dole. In connection
with the sale of the majority of its juice business to Tropicana Products, Inc.
in May of 1995, Dole granted to Tropicana a royalty-free license to use certain
trademarks.
Dole is the largest grower of fresh-cut flowers in the world and one of the
largest importers and marketers of fresh-cut flowers in the United States.
Flowers grown in Colombia, Ecuador and Mexico on Company-owned land or through
affiliated growers are imported and marketed by Dole primarily to wholesale
florists and supermarkets. Dole sells fresh-cut flower arrangements and bouquets
directly to
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retailers and consumers via the internet through its own web site at
Flowernet.com, and through web sites operated by third parties.
DOLE LATIN AMERICA
DOLE LATIN AMERICA grows and sources from independent growers and transports
bananas grown in Colombia, Costa Rica, Ecuador, Guatemala and Honduras for
markets principally in North America, Europe, Russia, the Mediterranean and
selected Asian markets.
Fresh pineapples destined for the North American and Western European
markets are grown by Dole Latin America on owned plantations in Costa Rica,
Ecuador and Honduras and sourced from independent producers in Costa Rica.
Dole sources table grapes, apples, pears and other deciduous fruit grown in
Chile, melons grown in Costa Rica and Honduras, citrus fruit grown in Honduras,
and sources mangoes from Brazil, Costa Rica, Ecuador, Guatemala, Honduras and
Peru for markets in North America and Western Europe.
Dole conducts other food and beverage operations in Honduras. It owns an
approximately 93% interest in, and operates, 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 soft drink bottling operation, which sells its products
primarily in Honduras, competes against other local bottlers.
Dole produces value-added vegetable products, such as iceberg lettuce-based
salad mixes, specialty lettuce salads, complete Caesar salads, broccoli florets,
cauliflower florets and other products for markets in Latin America.
DOLE ASIA
DOLE ASIA sources bananas, fresh pineapples, asparagus, mangoes, papaya and
other fruits from the Philippines and transports them to markets principally in
Asia, Australasia and the Middle East. It also sources citrus fruit, deciduous
fruit, and vegetables, such as asparagus, broccoli, tomatoes, cabbage, and
lettuce from North America, Australia, New Zealand, China, Korea, South Africa,
Chile and other parts of the world to distribute in Asian markets, primarily
Japan. In Japan, Dole also distributes domestically-sourced fruits, vegetables
and value-added products such as pre-cut fruits, vegetables and salads.
Dole operates nine fresh-cut fruit and vegetable distribution centers in
Japan through joint ventures with local distributors; the Company also manages
additional distribution facilities in the Philippines and Hong Kong. In China,
Dole is a participant in a joint venture to build and operate a fruit and
vegetable distribution center in Shanghai. The Company also owns a vegetable
processing facility in China that will produce value-added vegetable products
for the Chinese and Japanese markets.
Dole's canneries in the Philippines and Thailand process the bulk of the
Company's worldwide processed pineapple products, serving markets in North
America, Europe and Asia. The pineapples used at these canneries are sourced
from a large Company-operated farm and from independent growers in the
Philippines and primarily from independent growers in Thailand.
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 granted to Snow Brand Milk Products a
royalty-free license to use certain trademarks, including
DOLE-Registered Trademark-, in its juice business.
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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 sources bananas
from Latin America, Cameroon, the Ivory Coast, Guadalupe, Martinique, Jamaica
and the Canary Islands.
Dole operates regional banana ripening facilities in France, Italy, Germany,
Spain and Belgium. It is a partner in the largest French banana and pineapple
producer and is a minority partner in a banana export company in Guadeloupe. The
Company 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
distributes fresh fruits and bananas under the DOLE-Registered Trademark- brand,
as well as Jamaican bananas, fruits and vegetables direct to retail stores in
the United Kingdom.
Dole 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.
Dole owns and operates a banana ripening and fresh fruit distribution facility
near Istanbul, Turkey.
Dole owns 60% of Saba Trading AB in Sweden. Saba is Scandinavia's leading
importer and distributor of fruit, vegetables and flowers, with imports from
more than 60 countries. Saba has a wholly owned subsidiary in the Netherlands
which is one of Europe's largest exotic fruit import and distribution companies.
Dole Europe licenses the DOLE-Registered Trademark- trademark and salad
processing technology to Bama Industri A.S., its primary customer for fresh
produce in Norway.
Dole owns 91% of and operates Pascual Hermanos, S.A., a Spanish public
company and a major Spanish vegetable and citrus producer and exporter.
Dole is a major exporter of deciduous and citrus fruit from South Africa to
Europe.
Dole 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.
RESEARCH AND DEVELOPMENT
Dole's research and development programs concentrate on sustaining the
productivity of Dole's agricultural lands, food safety, product quality of
existing products and the development of new value-added products, as well as
agricultural research and packaging design. Agricultural research is directed
toward sustaining and 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, post-harvesting,
handling, packing and shipping procedures), and includes on-site technical
services and the implementation and monitoring of recommended agricultural
practices. Research efforts are also directed towards integrated pest management
and biological pest control. 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.
WORLDWIDE OPERATIONS
Dole has significant owned and operated food sourcing and related operations
in Chile, Colombia, Costa Rica, Ecuador, Guatemala, Honduras, the Philippines,
Thailand and the United States. Dole also sources food products in Algeria,
Argentina, Australia, Brazil, Cameroon, Greece, Italy, Ivory Coast, Mexico, New
Zealand, Peru, South Africa, Spain, Syria, Tunisia and Turkey. Significant
volumes of Dole's
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fresh fruit and packaged products are marketed in Canada, Western Europe, Japan
and the United States, with lesser volumes marketed in Australia, China, Hong
Kong, New Zealand, Russia, South Korea, and certain other countries in Asia,
Eastern Europe, Scandinavia, the Middle East and Central and South America.
FORWARD LOOKING STATEMENTS
This filing contains forward looking statements based on current
expectations that involve a number of risks and uncertainties. The potential
risks and uncertainties that could cause the Company's actual results to differ
materially from those expressed or implied herein include weather-related
phenomena; market responses to industry volume pressures; product and raw
materials supplies and pricing; changes in interest and currency exchange rates;
economic crises in developing countries; quotas, tariffs and other governmental
actions; and computer conversion and Year 2000 issues.
TRADE ISSUES
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.
In 1999, the European Union ("EU") changed the licensing system for the EU's
Tariff Rate Quota banana regime in response to adverse rulings by the World
Trade Organization ("WTO"). This new license system, however, was also found to
be discriminatory and the United States and Ecuador were authorized to impose
retaliatory sanctions until the EU complies with its WTO obligations. The EU has
stated its intention to comply, but has not made the necessary changes to bring
its banana import regime into compliance. Discussions are ongoing between the
EU, the United States and Ecuador. The net impact of these changes on Dole's
future results of operations is not determinable until the details of any new
system are known and formalized.
Exports of Dole's products to certain countries, particularly China, Japan,
Russia, South Korea, Taiwan and the Middle East, are subject to various
restrictions which may be increased or reduced in response to international
economic, currency and political factors, thus affecting Dole's ability to
compete in these markets.
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 products.
Results of operations may be affected by fluctuations in currency exchange rates
in both the sourcing and selling locations.
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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 Food Quality Protection
Act of 1996, 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.
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, health and safety authorities.
The U.S. Food and Drug Administration enforces statutory standards regarding the
labeling 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.
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.
COMPETITION AND OTHER FACTORS
The markets for all of Dole's products are highly competitive. 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 few large companies, as well as a substantial
number of small foreign competitors and independent canners. Dole's citrus and
dried fruit and nut products compete in North America primarily against large
grower processing and marketing cooperatives with strong brand recognition. With
respect to fresh-cut flowers, Dole competes with a limited number of larger
companies and many smaller independent suppliers.
Dole's earnings are sensitive to fluctuations in the volatile market prices
for its 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, total worldwide
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industry volumes, the seasonality of consumer demand, foreign currency exchange
fluctuations, foreign importation restrictions and foreign political risks.
ITEM 2. PROPERTIES
The Company maintains executive offices in Westlake Village, California and
auxiliary executive offices in Los Angeles, California, both of which are leased
from third parties. Dole's various divisions also maintain offices in Orland and
Salinas, California, Miami, Florida and Wenatchee, Washington, which are owned
by the Company. The Company owns its Latin American regional headquarters
building in San Jose, Costa Rica, as well as offices in Bogota/Santa Marta,
Colombia and La Ceiba, Honduras. Dole Europe maintains its European headquarters
in Paris, France and regional offices in Hamburg, Germany, Brussels, Belgium,
Milan, Italy, Stockholm, Sweden and Murcia, Spain, which are leased from third
parties. It owns its offices in Madrid, Spain and Rungis, France. Dole Latin
America maintains regional offices in Chile and Ecuador which are leased from
third parties. Dole Asia maintains offices in Japan, the People's Republic of
China, the Philippines, Thailand, Hong Kong and Korea, 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 NORTH AMERICA
Dole's Hawaii pineapple, papaya and coffee operations for the fresh produce
market are located on the island of Oahu and total approximately 8,000 acres,
6,500 of which are owned by the Company and the remainder of which are leased.
Dole produces citrus on approximately 10,000 acres in the San Joaquin Valley
of California owned directly or through partially-owned agricultural
partnerships and on substantial additional acreage under management
arrangements, as well as through independent growing arrangements. Citrus is
packed in five Company-owned packing houses--four in California and one in
Florida which is the subject of a contract of sale expected to close before
summer.
Domestic table grapes are sourced from approximately 4,000 acres on four
Company-owned vineyards in the San Joaquin Valley. Domestic table grapes are
cooled in two Company-owned facilities in the San Joaquin Valley. Dole produces
wine grapes on approximately 400 acres and stone fruit on approximately 600
acres of Company-owned property in the San Joaquin Valley.
Dole produces apples and pears directly from four Company-owned orchards on
approximately 1,250 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, Chelan and
Pateros, Washington.
The Company owns approximately 1,400 acres of farmland in California and
Arizona, and leases approximately 10,000 acres of farmland in California and
another 6,000 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, Salinas, California and Mexico, and leases facilities in Oxnard,
California. The Company owns and operates state-of-the-art, value-added
processing plants in Yuma, Arizona, Soledad, California and Springfield, Ohio.
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Dole produces almonds from approximately 850 acres and pistachios from
approximately 3,000 acres of orchards in the San Joaquin Valley, owned or leased
by the Company, or by agricultural partnerships in which the Company has an
interest.
The Company owns and operates one almond processing and packing plant and
three almond receiving and storage facilities, all of which are located in the
San Joaquin and Sacramento Valleys. These facilities are expected to be sold or
closed in 2000.
The Company's fresh-cut flowers group generally operates four cooling and
distribution facilities in the Miami area, one of which is owned and the
remainder leased. It also operates leased facilities in Dallas, Texas and Los
Angeles, California.
DOLE LATIN AMERICA
Dole produces bananas directly from Company-owned plantations in Costa Rica,
Colombia, Ecuador and Honduras as well as through associated producers or
independent growing arrangements in those countries and in Guatemala. The
Company owns approximately 28,100 acres in Costa Rica, 1,730 acres in Ecuador
and 18,420 acres in Honduras. Dole holds a 62% interest in a company which
produces bananas on approximately 7,200 acres and operates two corrugated box
plants in Colombia, one wholly owned and the other 50% owned by Dole. Dole owns
a 50% interest in a Guatemala banana producer which owns or controls
approximately 9,600 acres in Guatemala. The Company's Honduran plantations
sustained damage in varying degrees of severity as a result of Hurricane Mitch
and have required significant rehabilitation which is ongoing.
Dole also grows pineapple on approximately 6,000 acres of owned land in
Honduras and 1,250 acres of owned land in Costa Rica, primarily for the fresh
produce market, and owns a juice concentrate plant in Honduras for pineapple and
citrus. Dole has recently begun farming approximately 200 acres of owned land in
Ecuador for pineapple production.
Dole produces citrus on approximately 1,030 acres of Company-owned land and
operates a grapefruit packing house in Honduras. Coconuts are produced on
approximately 1,230 acres of Company-owned land in Honduras, and melons are
produced on approximately 1,250 acres in Honduras and 300 acres in Costa Rica.
Dole grows grapes, stone fruit, kiwi and pears on approximately 4,075
Company-owned acres in Chile. Dole owns and operates 11 packing and cold storage
facilities, a corrugated box plant and a wooden box plant in Chile. It also
operates a fresh-cut salad plant and a small local fruit distribution company in
Chile.
Dole operates Company-owned corrugated box plants in Chile, Colombia, Costa
Rica, Ecuador and Honduras and a value-added vegetable plant in Costa Rica.
The Company's operations in Honduras include an approximately 93% 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,
approximately 10,000 acres of sugar plantation and approximately 3,800 acres of
palm oil plantation. These assets sustained damage in varying degrees of
severity due to Hurricane Mitch and, for the most part, have been successfully
rehabilitated.
Dole entered into an operating lease agreement for two new hatchcoverless
refrigerated container ships, each with a capacity of over 1,000 units,
manufactured by Howaldtswerke-Deutsche Werft in 1999--the Dole Chile in November
and the Dole Colombia in December. Dole Latin America operates a fleet of seven
refrigerated container ships, of which four are Company-owned and three bareboat
chartered. In addition, Dole Latin America operates a fleet of nineteen
breakbulk refrigerated ships of which two are Company-owned, eight are bareboat
chartered and nine long-term time chartered. Dole occasionally
10
<PAGE>
charters vessels for short periods on a time or voyage basis as and when
required. The Company owns or leases approximately 12,000 refrigerated
containers, 4,800 chassis and 3,500 gensets.
Dole produces flowers on approximately 1,700 acres in Colombia, Ecuador and
Mexico. The Company owns and operates packing and cooling facilities at each of
its flower farms and leases a facility in Bogota, Colombia for making bouquets.
DOLE ASIA
Dole operates a pineapple plantation of approximately 24,000 leased acres in
the Philippines. Approximately 17,000 acres of the plantation are leased to Dole
by a cooperative of Dole employees that acquired the land pursuant to agrarian
reform law. The remaining 7,000 acres are leased from individual land owners.
Approximately 5,000 additional acres in the Philippines are farmed pursuant to
individual grower contracts. A cannery, freezer, juice concentrate plant, two
corrugated box plants, vapor heat treatment plant and can manufacturing plant,
each owned by Dole, are located at or near the plantation.
Dole owns and operates a cannery, can manufacturing 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 operates nine fresh-cut fruit and vegetable distribution facilities in
Japan through joint ventures with local distributors. Two of the distribution
centers are located in Tokyo. Through independent growing arrangements, Dole
sources products from over 1,200 Japanese farmers. Dole is a majority owner of a
produce distribution center in Shanghai, China and owns a vegetable processing
facility in China that produces value-added vegetable products for the Chinese
and Japanese markets.
Dole also sources bananas through associated producers or independent
growing arrangements in the Philippines. A plastic extruding plant and a box
forming plant, both owned by Dole, are located near the plantations.
DOLE EUROPE
Dole operates 12 banana ripening and fruit distribution facilities in
Sweden, 11 in France, six in Spain, three in Italy, one in Belgium and one in
Germany; with the exception of one owned facility in Sweden and one owned
facility in Spain, these facilities are leased. The Company also operates one
port facility in Gothenburg, Sweden. Dole operates one distribution center in
the Netherlands which specializes in the distribution of exotic fruits
throughout Europe. The Company has a minority interest in a French company which
owns a majority interest in banana and pineapple plantations in Cameroon and 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 a banana
ripening and fruit distribution facility near Istanbul, Turkey.
Dole owns and operates three citrus packing houses and three lettuce packing
houses in Spain. The Company also owns and operates approximately 520 acres of
greenhouses and grows lettuce, tomatoes and citrus fruit on approximately 3,680
acres in Spain. It leases its offices in Murcia, Spain.
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.
11
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
In the Company's Form 10-Q for the quarter ended October 9, 1999, the
Company described certain lawsuits that had been filed in Texas, Louisiana,
Mississippi and Hawaii against the Company, several of its competitors and some
of the manufacturers of a formerly widely used agricultural chemical called
DBCP. 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. All cases were removed to federal court and most have
been dismissed on the grounds that the plaintiffs' home countries are the more
appropriate forums for the claims. A dismissal motion is pending in one Texas
case, and one Louisiana case was remanded to state court. The dismissed cases
are on appeal. The Company was also served with three additional lawsuits in
Louisiana, each of which was also removed to federal court. The DBCP
manufacturers and Company competitors have reported that they have settled with
the majority of the Texas and Louisiana plaintiffs and the Company has effected
settlements with certain individuals. The Dow Chemical Company, a manufacturer
of DBCP, has filed a lawsuit against a Company subsidiary seeking
indemnification for settlement and defense costs. In addition, the Company was
served with two lawsuits filed in Hawaii state court, one by the Honolulu Board
of Water Supply and the other by local residents, in which the plaintiffs seek
damages caused by alleged contamination of water wells. 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 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 January 1, 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
Below is a list of the names and ages of all executive officers of the
Company as of March 24, 2000 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>
POSITIONS WITH THE COMPANY AND SUBSIDIARIES
NAME AND AGE AND FIVE-YEAR EMPLOYMENT HISTORY
- -------- -------- ---------------------------------------------------------
<S> <C> <C>
David H. Murdock............. (76) 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
Leasing, Inc., 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.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH THE COMPANY AND SUBSIDIARIES
NAME AND AGE AND FIVE-YEAR EMPLOYMENT HISTORY
- -------- -------- ---------------------------------------------------------
<S> <C> <C>
David A. DeLorenzo........... (53) 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.
Gil Borok.................... (32) Controller and Chief Accounting Officer of the Company
since August 1999. Assistant Controller of the Company
from August 1998 to August 1999. Manager of Corporate
Reporting for the Company from December 1997 to August
1998. Manager, Arthur Andersen LLP from May 1997 to
December 1997. Senior Accountant, Arthur Andersen LLP
from December 1994 to May 1997.
Michael J. Cavallero......... (53) Vice President of Sales and Marketing for Dole Fresh
Fruit Company since May 1992. Vice President of Sales for
Dole Fresh Vegetables from August 1986 to May 1992.
George R. Horne.............. (62) Vice President--Human Resources of Dole since February
1986. Vice President of the Company since October 1982.
Kenneth J. Kay............... (44) Vice President and Chief Financial Officer of the Company
since December 1999. Executive Vice President and Chief
Financial Officer for the Consumer Products Group of
Universal Studios, Inc. from December 1997 to December
1999. Senior Vice President and Chief Financial Officer
of Playmates, Inc. from 1996 to 1997. Chief Financial
Officer and Senior Vice President for Finance and
Administration of Systemed, Inc. from 1994 to 1996.
Lawrence A. Kern............. (52) President of Dole Fresh Vegetables, Inc. since January
2000 and from January 1993 to December 1999. President
and Chief Operating Officer of Apio, Inc. from December
1999 to January 2000.
Patrick A. Nielson........... (49) 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 from November 1983 to July 1991.
Peter M. Nolan............... (57) President of Dole North America Operations since January
2000. President of Dole Packaged Foods Company since
February 1995. Senior Vice President, Sales and Marketing
of Dole Packaged Foods from August 1994 to February 1995.
Senior Vice President, Sales and Marketing for Dole Fresh
Fruit and Vegetables, North America Division, from
October 1992 to August 1994.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH THE COMPANY AND SUBSIDIARIES
NAME AND AGE AND FIVE-YEAR EMPLOYMENT HISTORY
- -------- -------- ---------------------------------------------------------
<S> <C> <C>
Beth Potillo................. (40) Treasurer of the Company since November 1998. Assistant
Treasurer of the Company from July 1997 to November 1998.
Manager of Corporate Finance from July 1995 to July 1997.
Manager of Financial Planning from January 1995 to July
1995.
Roberta Wieman............... (55) Vice President of the Company since February 1995.
Executive Assistant to the Chairman of the Board and
Chief Executive Officer from November 1991 to February
1995. Vice President and Corporate Secretary of Castle &
Cooke, Inc. since April 1996. President of Pacific
Holding Company (a sole proprietorship of Mr. Murdock)
since January 1999 and Secretary thereof since January
1992. Director of Flexi-Van Leasing, Inc. (which is
wholly-owned by Mr. Murdock) since August 1996 and
Assistant Secretary thereof for more than 5 years.
</TABLE>
14
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded on the New York Stock Exchange and the
Pacific Exchange. As of March 24, 2000, there were approximately 10,842 holders
of record of the Company's Common Stock.
Additional information required by Item 5 is included on page 50.
The Company has declared a dividend of $0.40 per share of Common Stock for
each of the years 1999 and 1998, equal to $22,744,000 and $24,027,000,
respectively.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER-SHARE DATA) 1999 1998 1997 1996 1995
- ------------------------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenue..................................................... $5,061 $4,424 $4,336 $3,840 $3,804
Cost of products sold....................................... 4,383 3,786 3,692 3,256 3,218
------ ------ ------ ------ ------
Gross margin.............................................. 678 638 644 584 586
Selling, marketing, and administrative expenses............. 518 433 400 370 393
Business downsizing charges................................. 48 -- -- 50 --
Hurricane Mitch charge (insurance proceeds)--net............ (28) 100 -- -- --
Citrus charge............................................... -- 20 -- -- --
------ ------ ------ ------ ------
Operating income.......................................... 140 85 244 164 193
Interest expense--net....................................... (82) (60) (57) (60) (74)
Net gain on assets sold or held for disposal................ -- -- -- -- 62
Other income (expense)--net................................. 4 (8) 8 5 (5)
------ ------ ------ ------ ------
Income from continuing operations before income taxes..... 62 17 195 109 176
Income taxes................................................ (13) (5) (35) (20) (56)
------ ------ ------ ------ ------
Net income from continuing operations..................... 49 12 160 89 120
Net income (loss) from discontinued operations.............. -- -- -- -- (97)
------ ------ ------ ------ ------
Net income................................................ 49 12 160 89 23
====== ====== ====== ====== ======
Diluted net income (loss) per common share:
Continuing operations..................................... $ 0.85 $ 0.20 $ 2.65 $ 1.47 $ 2.00
Discontinued operations................................... -- -- -- -- (1.61)
------ ------ ------ ------ ------
Net income................................................ 0.85 0.20 2.65 1.47 0.39
====== ====== ====== ====== ======
Other statistics:
Working capital........................................... $ 381 $ 366 $ 407 $ 464 $ 480
Total assets.............................................. 3,034 2,915 2,464 2,487 2,442
Long-term debt............................................ 1,286 1,116 755 904 896
Total debt................................................ 1,325 1,153 768 926 920
Common shareholders' equity............................... 532 622 666 550 508
Annual cash dividends per common share.................... 0.40 0.40 0.40 0.40 0.40
Capital additions for continuing operations............... 158 150 129 110 90
Depreciation and amortization from continuing
operations.............................................. 132 122 112 111 113
------ ------ ------ ------ ------
</TABLE>
- ------------------------
Note: Hurricane Mitch charge (insurance proceeds)--net includes rehabilitation
expenses of $25 million and $14 million and insurance proceeds of
$53 million and $23 million, respectively, in 1999 and 1998. For further
details related to special charges, see Note 4 to Item 8 of this filing.
15
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW: 1999 was a year of recovery and consolidation for the Company,
whereby its operating results and financial position were negatively impacted by
the following factors:
- the loss of product volumes as a result of weather-related phenomena in
the fourth quarter of 1998,
- market oversupply conditions in the banana industry, especially in the
European market,
- integration and consolidation costs in the Company's fresh-cut flowers and
North American-sourced fresh produce businesses.
In the fourth quarter of 1998, Hurricane Mitch ("Mitch") devastated the
Republic of Honduras and the neighboring countries of Guatemala and Nicaragua.
Mitch caused severe damage to the Company's general agricultural and
distribution infrastructure at both its Honduran banana and beverage operations.
As a result of losses sustained, the Company recorded a $100 million charge
against operating income in that quarter, net of $23 million of insurance
proceeds received. During 1999, the Company received $53 million of additional
insurance proceeds, as well as incurred $25 million of additional expenses and
$22 million of capital expenditures to rehabilitate selected parts of the
affected areas. The Company continues to pursue further recovery under its
insurance policies for losses sustained. The Mitch charge, insurance proceeds
and rehabilitation expenses have been presented on a separate line in the
Consolidated Statements of Income. Future insurance recoveries will continue to
be reported on a separate line in the Consolidated Statements of Income. Future
rehabilitation expenses are not expected to be significant.
Also, in the fourth quarter of 1998, following severe freezing temperatures
in California's San Joaquin Valley from December 21 through December 24, 1998,
the Company recorded a $20 million charge against operating income in its North
American citrus operations primarily related to asset writedowns. Approximately
half of the Company's total North American citrus volumes were lost in the
freeze, which negatively impacted 1999 earnings by approximately $12 million.
During 1999, the banana industry continued to experience oversupply
conditions and related weaker pricing brought on by the collapse of developing
markets in Eastern Europe and increased production in African-Caribbean-Pacific
nations. Additionally, changes in the quarterly allocations of banana import
licenses and a failure to enforce import quotas in the European Union ("EU")
contributed to weaker pricing in that market, especially during the second,
third and fourth quarters of 1999.
Additionally, during 1999, the Company continued to integrate and
consolidate its fresh-cut flowers business and consolidated its North
American-sourced fresh produce businesses. In May 1999, the Company began
consolidating its separately acquired fresh-cut flowers operations into a single
operating division, Dole Fresh Flowers. Similarly, the Company consolidated its
North American-sourced fresh produce administration and sales activities under
one unit headquartered in Salinas, California and closed its fresh fruit offices
in Bakersfield, California. Non-recurring costs associated with these
consolidations were included as a component of ongoing operations.
Due largely to oversupply and market conditions in the banana business and
market dynamics in certain North American-sourced fresh produce businesses, the
Company implemented a plan to downsize certain of its global operations,
primarily in its fresh fruit segment, as well as to reduce overall headcount
through the initiation of an early retirement program. In its banana operations,
the Company has implemented a downsizing of its global capacity. This involves
closing certain production sites, terminating contracts with certain independent
growers and ceasing operations in Nicaragua and Venezuela. These changes, when
complete, will eliminate approximately 17% of the Company's existing banana
sourcing capacity. The downsizing will also affect the Company's shipping
operation, whereby the Company will operate with seven fewer vessels in 2000,
and its marketing operation, whereby the Company will dramatically reduce its
sales into the developing markets of the world, especially Russia and Eastern
16
<PAGE>
Europe. The Company is consolidating its sales and distribution network in
Europe, closing 15 locations and reducing its staff by over 300 people. In its
North American-sourced fresh produce businesses, the Company is currently in
negotiations to sell certain assets of its Florida citrus and California almond
operations and exit those businesses. As a result of this downsizing and
consolidation, the Company recorded a charge of $48 million in the fourth
quarter of 1999. Management anticipates that these actions will result in
approximately $50 million of annual cost savings as compared to 1999 spending
levels.
In the third quarter of 1999, the Company initiated a review of its non-core
assets and under-performing businesses with the intention to sell or liquidate
those that fall outside of the Company's future strategic direction or that do
not meet internal economic return criteria. This initiative is expected to
generate approximately $100 million to $200 million of cash proceeds over the
next 18 months. In addition, the Company is considering the sale of its Honduran
beverage operations. Proceeds from these activities will primarily be used to
pay down debt. The Company expects the capital expenditure level in 2000,
excluding expenditures related to Mitch rehabilitation, to approximate 1999
levels of depreciation expense.
In January 2000, the Company engaged Goldman, Sachs & Co. ("Goldman") to
explore strategic alternatives to enhance shareholder value. Goldman has
completed its engagement, and as a result, the Board of Directors has concluded
that a complete sale of the Company at this time would not result in its
shareholders receiving the full intrinsic value of the Company's businesses. In
its normal course of activities, the Company will continue to pursue valuation
enhancement initiatives, including strategic acquisitions and dispositions, such
as the above-mentioned possible sale of its Honduran beverage operations.
EUROPEAN UNION QUOTA: The EU banana regulations, which impose quotas and
tariffs on bananas, remained in effect during 1999 and continue in effect in the
early part of 2000. In 1999, the EU changed the licensing system for the EU's
Tariff Rate Quota banana regime in response to adverse rulings by the World
Trade Organization ("WTO"). However, this new license system was also found to
be discriminatory and the United States and Ecuador were authorized to impose
retaliatory sanctions until the EU complies with its WTO obligations. The EU has
stated its intention to comply, but has not made the necessary changes to bring
its banana import regime into compliance. Discussions are ongoing between the
EU, the United States and Ecuador. The net impact of these changes on the
Company's future results of operations is not determinable until the details of
any new system are known and formalized.
FOREIGN CURRENCIES: 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. Certain costs are
incurred in currencies different from those that are received from the sale of
products. While results of operations may be affected by fluctuations in
currency exchange rates in both the sourcing and selling locations, the Company
has, with minor exceptions, historically not hedged these exposures.
During 1999, the U.S. dollar strengthened significantly against Euro-based
currencies of the EU and weakened significantly against the Japanese yen. On a
combined basis, these changes in currency exchange rates positively impacted
revenues by approximately $25 million as compared with revenues for 1998. During
the first part of 2000, the U.S. dollar has begun to strengthen against the
Japanese yen and has continued to strengthen against Euro-based currencies. The
impact of changes to these currency exchange rates on 2000 revenues is not
determinable at this time. Additionally in 1999, the Company incurred
$22 million of foreign currency translation losses, primarily related to its
European operations, which were recognized as a component of accumulated other
comprehensive loss in shareholders' equity.
During the latter part of 1998, the Company had contracted to purchase
German marks, primarily at fixed exchange rates. These currency exchange
contracts were originally intended to facilitate payment for the purchase of two
German-made refrigerated container vessels. In the fourth quarter of 1999, the
Company entered into an operating lease agreement with a leasing company for
these vessels. As such, in
17
<PAGE>
the fourth quarter of 1999, these currency exchange contracts were terminated
resulting in a pretax charge to ongoing operations of approximately $2 million.
NEW ACCOUNTING PRONOUNCEMENTS: In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities". In
June 1999, the FASB issued Statement of Financial Accounting Standards No. 137
("SFAS 137"), "Accounting for Derivative Instruments and Hedging Activities--
Deferral of the Effective Date of FASB Statement No. 133," which delayed the
effective date of SFAS 133 by one year. The Company is assessing the impact of
accounting for derivative instruments in accordance with SFAS 133. However,
adoption of SFAS 133 is not expected to have a material impact on the Company's
financial condition or results of operations.
YEAR 2000: During 1998, the Company assessed the effect of Year 2000
("Y2K") issues on its information technology, including computer hardware,
software, telecommunications and embedded chip technologies. Remediation of
critical information and operating systems was completed at the Company's
operating units prior to December 31, 1999. The majority of necessary
remediation was accomplished through normal upgrades and replacements of
hardware, software and embedded technologies. The total cost of the Company's
Y2K remediation efforts was not material to the Company's results of operations,
liquidity or capital resources.
The Company also completed its process of confirming Y2K compliance with its
critical business partners, including key suppliers and service providers.
Contingency plans had been developed at the Company's operating units prior to
December 31, 1999. These contingency plans were specifically related to the
Company's critical business partners in an effort to reduce the risk associated
with disruption of the Company's supply chain or crucial services and included
holding extra inventory, documenting manual processes and identifying
alternative vendors and suppliers. Prior to December 31, 1999, the Company's
operating units had purchased additional raw materials and operating supplies
inventories, which totaled approximately five percent of seasonally adjusted
balances.
As a result of the Company's Y2K efforts and those of its critical business
partners, the Company did not experience any significant disruption of its
supply chain or crucial services. Except for the purchase of contingency-related
inventories, the Company's spending patterns, cost relationships and cost trends
were not materially impacted by its Y2K remediation and contingency planning
efforts. As the Company's products are primarily perishable, the Company did not
experience significant changes in customer buying patterns or an increase in
product returns related to customers' Y2K preparedness efforts. The Company does
not anticipate any future disruptions of its supply chain or crucial services.
If such disruptions were to occur, the Company would not expect them to have a
material impact on its results of operations, liquidity or capital resources.
The preceding discussion contains forward-looking statements regarding Y2K
issues as they relate to the Company. The costs to remediate such issues and
their ultimate impact on the Company's finances involve a number of risks and
uncertainties. The potential risks and uncertainties that could cause actual
results to differ materially from current expectations include the ability of
the Company's key suppliers and service providers to continue to provide their
products and services as well as the ability of the Company to identify and
implement contingency plans for non-compliant critical business partners.
1999 COMPARED WITH 1998
FRESH FRUIT: Fresh fruit revenues increased 15% to $3.1 billion in 1999
from $2.7 billion in 1998. The increase was primarily due to the inclusion of
Saba Trading AB, a Scandinavian distribution business acquired during the fourth
quarter of 1998. The aforementioned fresh fruit revenue increases were partially
offset by lower revenues in the banana business due to weak pricing, primarily
in the European market. Changes in the quarterly allocations of EU banana import
licenses, primarily in the second, third
18
<PAGE>
and fourth quarters of 1999, combined with high industry production levels
resulted in market oversupply conditions and related weaker pricing. During the
first part of 2000, banana pricing has improved in most European markets as well
as in North America. Also in 1999, low volumes in the California citrus business
due to a crop freeze at the end of 1998 further offset increased revenues in
this segment.
Earnings before interest and taxes ("EBIT") in the fresh fruit segment
decreased 45% to $61 million in 1999 from $111 million in 1998. Fresh fruit EBIT
declined primarily due to weak banana pricing in the European market during the
second, third and fourth quarters of 1999, combined with lower volumes in the
California citrus business during the year. Also during 1999, the Company
consolidated the management of its North American-sourced fresh vegetables and
fresh fruit operations. Non-recurring consolidation costs were primarily
incurred during the second and third quarters of 1999 and totaled approximately
$6 million. These costs were reported as a component of ongoing operations as
incurred.
Management anticipates earnings in this segment will rebound in 2000 to
approximate 1998 levels, as costs are reduced through downsizing in the banana
business and as California citrus volumes recover and overhead costs are reduced
in that business.
FRESH VEGETABLES: Fresh vegetables revenues increased 6% to $840 million in
1999 from $790 million in 1998. Fresh vegetables revenues increased during 1999
primarily due to continued category growth in the fresh-cut salads business.
Revenues in the North American commodity vegetables business were largely
unchanged compared to 1998, as higher volumes were offset by a return to more
traditional pricing following high pricing during 1998. The increased 1998
pricing was due to the El Nino weather pattern's impact on production levels.
EBIT in the fresh vegetables segment decreased slightly to $48 million in
1999 from $49 million in 1998. Earnings decreased due to weaker pricing in the
commodity vegetables business combined with higher marketing expenses in the
fresh-cut salads business related to increased sales volumes. The increase in
sales volumes largely offset the aforementioned reductions to operating
earnings. Growth in the fresh-cut salads business is expected to continue during
2000, while commodity vegetables pricing is currently anticipated to remain
stable at 1999 levels.
PROCESSED FOODS: Processed foods revenues increased 6% to $883 million in
1999 from $835 million in 1998. Revenues increased primarily due to higher
volumes in the processed pineapple business, largely in the second half of 1999,
as that business began to recover from long-term drought conditions in sourcing
locations. Additionally, the successful launch of new processed pineapple
products in the North American market contributed to higher 1999 revenues.
Higher revenues in the processed pineapple business were partially offset by
continued weak pricing in the California almond business, where pricing declined
throughout 1999 as a result of significantly higher industry crop levels. This
downward trend in pricing experienced during 1999 is not expected to improve in
the long term. Due to this trend and the non-core nature of this business, the
Company has entered into negotiations to sell its almond processing plant
located in Orland, California and plans to exit the almond processing business.
The Honduran beverage business has shown a steady recovery of sales volumes
lost due to the impact of Mitch in the fourth quarter of 1998, which caused
widespread infrastructure damage. Sales volumes during the first half of the
year were down from comparative pre-Mitch levels in 1998. By the end of the
third quarter of 1999, those volumes had largely recovered.
EBIT in the processed foods segment increased 9% to $98 million in 1999 from
$89 million in 1998. Processed foods EBIT increased primarily due to volume
improvements in the processed pineapple business as a combined result of
increased supply and the launch of new products in North America in 1999.
Additionally, the better-than-anticipated market acceptance of these new
products resulted in lower inventory reserve requirements. Increased selling and
marketing costs associated with the development and launch of these new products
partially offset this earnings improvement, as did the negative impact of poor
pricing in the California almond business.
19
<PAGE>
Processed foods earnings are anticipated to remain flat to slightly down in
2000, as a short-term oversupply condition in the processed pineapple industry
is expected to negatively impact earnings.
FRESH-CUT FLOWERS: Fresh-cut flowers revenues increased to $202 million in
1999 from $67 million in 1998 due to a partial year of sales in 1998. Businesses
comprising the fresh-cut flowers segment were acquired during the second half of
1998. Revenues for 1999 were negatively impacted by lower-than-anticipated
shipped volumes and by weak pricing in North America and Europe due to high
industry supplies.
EBIT in the fresh-cut flowers segment decreased to a loss of $5 million in
1999 from earnings of $3 million in 1998. During the second half of 1999, the
segment began the process of consolidating previously separate operations. Costs
associated with this consolidation were reported as a component of ongoing
operations as incurred. Additionally, during the second half of the year,
certain flower varieties with mature demand characteristics were replaced by
newer varieties, which increased costs and reduced shipped volumes during that
period. These costs, combined with weaker pricing in key markets, resulted in
the EBIT loss for 1999. These businesses will continue to incur incremental
costs, as well as increased shipping costs due to higher fuel prices, which will
negatively impact 2000 results.
OTHER INCOME (EXPENSE), NET: Other income (expense) generally consists of
minority interest expense and gains and losses on the sales of property. In
1999, other income also included a reduction of certain self-insurance estimates
based on an actuarial determination of probable loss. In 1998, other expense
also included certain costs related to the reorganization of the Company's
European processed pineapple business. These adjustments were reflected in
corporate and other EBIT for segment disclosure purposes.
INTEREST EXPENSE, NET: Interest expense, net of interest income, increased
to $82 million in 1999 from $60 million in 1998. This increase was due to higher
average debt levels incurred largely to fund the acquisition of businesses
during the later part of 1998. Additionally, the Company's repurchases of its
common shares late in the third quarter of 1998 and in the first and third
quarters of 1999 contributed to higher debt levels.
INCOME TAXES: The Company's effective tax rate decreased in 1999 from 30%
to 22% primarily due to the impact in 1998 of special charges, which were not
fully tax benefited. The Company anticipates its effective tax rate for 2000
will be 23% based on the mix of current segment earnings estimates.
1998 COMPARED WITH 1997
REVENUE: Revenue increased 2% to $4.4 billion in 1998 from $4.3 billion in
1997. The inclusion of the newly acquired fresh-cut flowers businesses and Saba
Trading AB toward the end of the year increased revenue by 4% in 1998. Revenue
from existing businesses was up slightly after considering a 2% reduction due to
the closure of the Company's California dried fruit facility in the second
quarter of 1997 and the inclusion of an additional week in fiscal year 1997.
While the Company's fresh-cut salads and Honduran beverage businesses had strong
growth rates, its processed pineapple business suffered from product supply
shortages, and the North American citrus and deciduous fruit businesses had
reduced volumes and product quality due to poor weather. Revenues from bananas
increased as higher sales in the Company's European distribution businesses,
including sales from businesses acquired late in 1997, served to offset
decreased import volumes largely due to the closure of the Russian market.
SELLING, MARKETING AND ADMINISTRATIVE EXPENSES: Selling, marketing and
administrative expenses were $434 million or 10% of revenue in 1998 compared to
$400 million or 9% of revenue in 1997. The increase resulted from growth in
businesses with higher operating cost percentages such as the Honduran beverage,
fresh-cut salads and European distribution businesses. At the same time, the
banana import business experienced higher receivable write-offs related to the
collapse of the Russian market, higher promotional costs as a result of market
supply conditions and lower total revenues.
20
<PAGE>
OPERATING INCOME: Operating income decreased from $244 million in 1997 to
$205 million before special charges in 1998. The decrease was largely driven by
lower earnings in the Company's banana import business as it was unable to pass
on higher El Nino-related costs in the form of higher prices. This was partially
offset by improved European distribution earnings. The Company's North American
citrus and deciduous operations also had significant declines due to poor
weather compared with very strong results in 1997. Operating results improved in
the Honduran beverage, processed pineapple, fresh-cut salads and European
distribution businesses as well as through the addition of the acquired
fresh-cut flowers and Saba Trading AB businesses.
OTHER INCOME (EXPENSE), NET: Other income (expense) consists primarily of
minority interest expense and gains and losses on sales of property. In 1998,
other expense also included certain costs related to the reorganization of the
Company's European processed pineapple business. In 1997, other income also
included larger gains from sales of investments and fixed assets. These
adjustments were reflected in corporate and other EBIT for segment disclosure
purposes.
INTEREST EXPENSE, NET: Interest expense, net of interest income, increased
to $60 million in 1998 from $57 million in 1997 due to increased debt levels in
the second half of the year to fund acquisitions and the repurchase of the
Company's common shares.
INCOME TAXES: The Company's effective tax rate increased in 1998 from 18%
to 30% primarily due to the Hurricane Mitch charge, which was not fully tax
benefited.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations, dividend payments and a portion of its capital
expenditures were financed by funds generated internally during 1999. Also
during 1999, the Company repurchased 3.5 million of its common shares for
approximately $92 million. These stock repurchases were funded by debt and, when
combined with funding requirements for a portion of 1999 capital expenditures,
resulted in a $166 million increase in net debt during the year. Equity
decreased by $90 million during 1999 largely due to share repurchases during the
year. As a result of higher debt balances combined with lower equity, the
Company's percentage of net debt to net debt and equity increased from 64% to
71%. Cash and short-term investments increased from $35 million at January 2,
1999 to $42 million at January 1, 2000.
Operating activities generated cash flow of $74 million in 1999 compared to
$157 million in 1998. The decrease was primarily due to lower net income,
excluding the non-cash portion of special charges, in 1999. The decrease was
also attributable to higher working capital requirements as product inventory
levels in the processed pineapple business began to recover from drought
conditions experienced in prior years and rose due to the addition of new
product lines. Inventories also increased due to Y2K contingency planning at
various operating sites. Additionally, prepaid and other assets increased due to
higher long-term agricultural costs in the Company's fresh fruit and fresh-cut
flowers segments.
During the second quarter of 1999, the Company received a refund from the
Internal Revenue Service of $15 million related to the partial settlement of
certain disputed items from prior years' audits. During the first quarter of
1998, the Company made a payment of $17 million to the Internal Revenue Service
related to disputed items from prior years' audits. The Company continues to
pursue refunds to settle remaining items from those audits.
Capital expenditures for the acquisition and improvement of productive
assets increased slightly from $150 million in 1998 to $158 million in 1999 and
were funded by a combination of operating cash flow and new borrowings. Capital
spending in 1999 included approximately $22 million related to the replacement
or capitalizable repair of agricultural infrastructure and other property
damaged or destroyed by Mitch in the fourth quarter of 1998. Excluding capital
spending related to Mitch, capital expenditures decreased $14 million or 9%. The
Company expects the capital expenditure level to decrease further in 2000,
excluding expenditures related to Mitch rehabilitation, to approximate 1999
levels of depreciation expense.
21
<PAGE>
During 1999, the Company increased its ownership in its Honduran beverage
business and acquired banana production operations in South America. The Company
also invested in banana production and distribution operations in Asia and Latin
America. The cash purchase price of these acquisitions and investments totaled
$17 million, net of cash acquired, and was funded by debt.
The Company has obligations under various noncancelable operating leases, a
significant portion of which have payments based on variable interest rates. In
1999, the Company entered into additional leases, including those related to its
new headquarters facility in Westlake Village, California, two new refrigerated
container vessels and new refrigerated containers. Late in 1999, the Company
terminated certain vessel charters in connection with its business downsizing
efforts. Commitments under the Company's noncancelable operating leases will
approximate $121 million in 2000.
The Company has in place a $400 million, five-year revolving credit facility
(the "Facility") which matures in 2003. 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. As of January 1, 2000, the Company was in compliance with
these covenants. As of January 1, 2000 the Company had $180 million outstanding
under the Facility. 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 Company's
uncommitted lines of credit totaled $54 million at January 1, 2000.
Management anticipates that, as in prior years, debt levels will increase
during the first quarter of 2000 to fund seasonal working capital requirements
and that this trend will reverse during the second quarter of 2000. In
July 2000, the Company's $225 million, 6.75% notes will mature. The Company has
the ability through its existing Facility and public debt registration
statements filed in 1993 and 1998 and intends to refinance these obligations
with a long-term debt instrument. As such, these obligations have been reflected
in the Company's 1999 Consolidated Balance Sheet as long-term debt. Company
management further intends to reduce overall debt levels by the end of 2000 to
below 1999 year-end levels through cash flow from operations, lower capital
expenditures, and the sale of non-core assets and underperforming businesses.
In 1998, the Company's Board of Directors authorized an increase in the
Company's stock repurchase program to 4.5 million shares. In February 1999, the
Board of Directors increased this authorization to 8.3 million shares. During
1998, the Company repurchased approximately 1.2 million of its common shares at
a cost of $42 million. During 1999, the Company repurchased an additional
3.5 million of its common shares for $92 million. Approximately 3.3 million
shares remain authorized for repurchase under the Company's stock repurchase
program.
The Company paid four regular quarterly dividends of 10 cents per share on
its common stock totaling $23 million in 1999.
The Company believes that its cash flow from operations, as well as its
existing cash balances, revolving credit facility and access to capital markets,
will enable it to meet its working capital, capital expenditure, debt maturity,
dividend payment and other funding requirements.
This filing contains forward-looking statements, in this Item 7 and
elsewhere, based on current expectations that involve a number of risks and
uncertainties. The potential risks and uncertainties that could cause the
Company's actual results to differ materially from those expressed or implied
herein include weather-related phenomena; market responses to industry volume
pressures; product and raw materials supplies and pricing; changes in interest
and currency exchange rates; economic crises in developing countries; quotas,
tariffs and other governmental actions; and computer conversion and Y2K issues.
22
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of its global operating and financing activities, the Company is
exposed to certain market risks including changes in commodity pricing,
fluctuations in foreign currency exchange rates in both sourcing and selling
locations and fluctuations in interest rates. Commodity pricing exposure
includes weather-related phenomena and their effect on industry volumes, prices,
product quality and costs. The Company manages its exposure to commodity price
risk primarily through its regular operating activities. The use of derivative
financial instruments has been limited to certain foreign currency forward
contracts related to specific sales and firm purchase commitments. The Company
has not utilized financial instruments for trading or other speculative
purposes.
INTEREST RATE RISK
As a result of its normal borrowing and leasing activities, the Company's
operating results are exposed to fluctuations in interest rates, which the
Company manages primarily through its regular financing activities. The Company
maintains limited investments in cash equivalents and does not generally invest
in marketable securities or debt instruments with original maturities greater
than 90 days. The Company has short-term and long-term debt with both fixed and
variable interest rates. Short-term debt is primarily comprised of unsecured
notes payable to banks and bank lines of credit used to finance working capital
requirements. Long-term debt represents publicly-held unsecured notes and
debentures, as well as certain notes payable to banks and uncommitted lines of
credit, used to finance long-term investments such as business acquisitions. In
addition, the Company maintains a five-year, $400 million revolving credit
facility (the "Facility"), which matures in 2003 and bears interest, at the
Company's option, at a percentage over the agent's prime rate or the London
Interbank Offered Rate. Borrowings under the Facility totaled $180 million as of
January 1, 2000. Generally, the Company's short-term debt is at variable
interest rates, while its long-term debt is at fixed interest rates, except for
borrowings under the Facility and certain uncommitted lines of credit, which are
at variable rates.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates. The table presents
principal cash flows and related weighted-average interest rates by expected
maturity date. Weighted-average interest rates on variable-rate debt are based
on implied forward rates in the yield curve as of January 1, 2000.
INTEREST RATE SENSITIVITY
LONG-TERM DEBT INSTRUMENTS
AS OF JANUARY 1, 2000
<TABLE>
<CAPTION>
EXPECTED MATURITY DATE
--------------------------------------------------------------------------------
IN MILLIONS 2000 2001 2002 2003 2004 THEREAFTER
- ----------- -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fixed-rate debt
Principal cash flows.... 3 20 2 526 1 478
Average interest rate... 7.03% 6.31% 8.18% 6.90% 7.90% 6.93%
Variable-rate debt
Principal cash flows.... 6 12 4 238 4 1
Average interest rate... 11.58% 6.32% 7.21% 7.70% 7.39% 10.45%
<CAPTION>
EXPECTED MATURITY DATE
-----------------------
TOTAL/
WEIGHTED- FAIR
IN MILLIONS AVERAGE VALUE
- ----------- --------- --------
<S> <C> <C>
Fixed-rate debt
Principal cash flows.... 1,030 921
Average interest rate... 6.91%
Variable-rate debt
Principal cash flows.... 265 265
Average interest rate... 7.72%
</TABLE>
23
<PAGE>
FOREIGN CURRENCY RISK
The Company has production, processing, distribution and marketing
operations worldwide. Its sales are transacted primarily in U.S. dollars and
major European and Asian currencies. Product and operating costs are primarily
U.S. dollar-based. Certain costs are incurred in currencies different from those
that are received from the sale of products. While results of operations may be
affected by fluctuations in currency exchange rates in both sourcing and selling
locations, the Company has historically followed a policy, with certain
exceptions, of not attempting to hedge these exposures.
Certain of the Company's divisions operate in functional currencies other
than the U.S. dollar. The net assets of these divisions are exposed to foreign
currency translation gains and losses, which are included in equity as
accumulated other comprehensive loss in shareholders' equity. The Company has
historically not attempted to hedge this equity risk.
24
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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 January 1, 2000 and
January 2, 1999, and the related consolidated statements of income and cash
flows for each of the three fiscal years in the period ended January 1, 2000.
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 auditing standards generally
accepted in the United States. 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 January 1, 2000 and January 2, 1999, and
the consolidated results of its operations and its cash flows for each of the
three fiscal years in the period ended January 1, 2000, in conformity with
accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
February 11, 2000
25
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER-SHARE DATA) 1999 1998 1997
- ------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Revenue.................................................. $5,060,583 $4,424,160 $4,336,120
Cost of products sold.................................... 4,383,082 3,785,745 3,692,277
---------- ---------- ----------
Gross margin........................................... 677,501 638,415 643,843
Selling, marketing and administrative expenses........... 517,078 433,509 399,800
Hurricane Mitch charge (insurance proceeds)--net......... (27,886) 100,000 --
Citrus charge............................................ -- 20,000 --
Business downsizing charge............................... 48,462 -- --
---------- ---------- ----------
Operating income....................................... 139,847 84,906 244,043
Interest income.......................................... 11,281 9,312 7,776
Other income (expense)--net.............................. 3,955 (7,996) 8,034
---------- ---------- ----------
Earnings before interest and taxes..................... 155,083 86,222 259,853
Interest expense......................................... 92,839 68,943 64,589
---------- ---------- ----------
Income before income taxes............................... 62,244 17,279 195,264
Income taxes............................................. 13,700 5,200 35,100
---------- ---------- ----------
Net income............................................. 48,544 12,079 160,164
========== ========== ==========
Net income per common share
Basic.................................................. $ 0.85 $ 0.20 $ 2.67
Diluted................................................ 0.85 0.20 2.65
</TABLE>
See Notes to Consolidated Financial Statements
26
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998
- -------------- ---------- ----------
<S> <C> <C>
Current assets
Cash and cash equivalents................................. $ 42,427 $ 35,352
Receivables............................................... 600,671 616,579
Inventories............................................... 524,575 475,524
Prepaid expenses.......................................... 45,244 43,200
---------- ----------
Total current assets.................................... 1,212,917 1,170,655
Investments................................................. 78,899 71,923
Property, plant and equipment............................... 1,125,389 1,102,285
Goodwill.................................................... 297,147 277,962
Other assets................................................ 320,106 292,228
---------- ----------
Total assets............................................ 3,034,458 2,915,053
========== ==========
Current liabilities
Notes payable............................................. $ 30,098 $ 29,637
Current portion of long-term debt......................... 9,546 6,451
Accounts payable.......................................... 295,511 264,732
Accrued liabilities....................................... 497,067 504,058
---------- ----------
Total current liabilities............................... 832,222 804,878
Long-term debt.............................................. 1,285,716 1,116,422
Other long-term liabilities................................. 335,967 314,527
Minority interests.......................................... 48,628 57,394
Commitments and contingencies
Common shareholders' equity................................. 531,925 621,832
---------- ----------
Total liabilities and equity............................ 3,034,458 2,915,053
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
27
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997
- -------------- --------- --------- ---------
<S> <C> <C> <C>
Operating activities
Net income................................................ $ 48,544 $ 12,079 $ 160,164
Adjustments to net income
Depreciation and amortization........................... 131,919 122,058 112,081
Equity earnings, net of distributions................... (3,443) (4,421) 373
Provision for (benefit from) deferred income taxes...... (7,135) (16,143) 11,575
Non-cash portion of special charges..................... 41,670 128,812 --
Cash portion of special charges not included in net
income................................................ (3,838) -- --
Hurricane Mitch insurance proceeds...................... (53,331) (22,500) --
Other................................................... 1,928 (1,342) (23,005)
Change in operating assets and liabilities, net of
effects from acquisitions
Receivables........................................... 5,706 39,027 (10,438)
Inventories........................................... (47,490) 2,463 72,066
Prepaid expenses and other assets..................... (41,043) (26,861) (1,167)
Accounts payable and accrued liabilities.............. 5,219 (41,537) (7,487)
Internal Revenue Service refund (payment) related to
prior years' audits................................. 14,550 (17,145) --
Other................................................. (19,455) (17,392) (23,126)
--------- --------- ---------
Cash flow provided by operating activities.......... 73,801 157,098 291,036
--------- --------- ---------
Investing activities
Proceeds from sales of assets............................. 11,844 19,291 38,700
Capital additions......................................... (158,281) (150,207) (129,171)
Investments and acquisitions, net of cash acquired........ (17,412) (332,100) (40,010)
Hurricane Mitch insurance proceeds........................ 53,331 22,500 --
--------- --------- ---------
Cash flow used in investing activities.............. (110,518) (440,516) (130,481)
--------- --------- ---------
Financing activities
Short-term borrowings..................................... 30,262 39,508 28,414
Repayments of short-term debt............................. (41,713) (38,693) (40,887)
Long-term borrowings...................................... 180,951 366,785 35,232
Repayments of long-term debt.............................. (11,786) (25,692) (169,110)
Cash dividends paid....................................... (22,743) (24,027) (23,988)
Issuance of common stock.................................. 716 11,773 6,644
Repurchases of common stock............................... (91,895) (42,086) --
--------- --------- ---------
Cash flow provided by (used in) financing
activities........................................ 43,792 287,568 (163,695)
--------- --------- ---------
Increase (decrease) in cash and cash equivalents............ 7,075 4,150 (3,140)
Cash and cash equivalents at beginning of year.............. 35,352 31,202 34,342
--------- --------- ---------
Cash and cash equivalents at end of year.................... 42,427 35,352 31,202
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements
28
<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")
are engaged in the worldwide sourcing, processing, distributing and marketing of
high quality, branded food products including fresh fruits and vegetables, as
well as processed foods including packaged fruits and fruit juices.
Additionally, the Company has beverage operations in Honduras and sources and
markets a full line of premium fresh-cut flowers.
Operations are conducted throughout North America, Latin America, Europe
(including Eastern European countries), Asia (primarily in Japan and the
Philippines) and Africa (primarily in South Africa).
The Company's principal products are produced on both Company-owned and
leased land and are also acquired through associated producer and independent
grower arrangements. The Company's products are primarily packed and processed
by the Company and sold to wholesale, retail and institutional customers and to
other food product and flower companies.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The Company's Consolidated Financial
Statements include the accounts of its majority-owned subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation.
ANNUAL CLOSING DATE: The Company's fiscal year ends on the Saturday closest
to December 31. Fiscal year 1999 ended January 1, 2000 and included 52 weeks,
while fiscal years 1998 and 1997 ended on January 2, 1999 and January 3, 1998
and included 52 weeks and 53 weeks, respectively.
REVENUE RECOGNITION: Revenue is recognized on sales of products when title
transfers to the customer, generally upon delivery.
CASH AND CASH EQUIVALENTS: Cash and cash equivalents include cash on hand
and time deposits with original maturities of three months or less.
INVENTORIES: Inventories are valued at the lower of cost or market. Cost is
determined principally on a first-in, first-out basis and includes materials,
labor and overhead. Specific identification and average cost methods are also
used primarily for certain packing materials and operating supplies.
RECURRING AGRICULTURAL COSTS: The costs of growing bananas, pineapples and
flowers 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 and joint ventures with ownership of
20% to 50% are generally recorded on the equity method. Other non-consolidated
investments are accounted for using the cost 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 these assets. As
necessary, the Company reviews the recoverability of these assets, as well as
certain intangible assets including goodwill, based on analyses of undiscounted
expected future cash flows without interest charges (see Note 4).
29
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill and other intangible assets,
generally representing the excess of cost over the fair value of net
identifiable assets acquired, are stated at cost less accumulated amortization.
Amortization expense is computed principally by the straight-line method over
the estimated future periods to be benefited (not exceeding 40 years).
FOREIGN EXCHANGE: For subsidiaries with transactions denominated in
currencies other than their functional currency, net foreign exchange
transaction gains or losses are included in determining net income. These
transactions resulted in net losses of $9 million in 1999 and $5 million in both
1998 and 1997. Net foreign exchange gains or losses resulting from the
translation of assets and liabilities of foreign subsidiaries whose functional
currency is not the United States dollar are recognized as a component of
accumulated other comprehensive loss in shareholders' equity. The change in
operating assets and liabilities shown in the Consolidated Statements of Cash
Flows excludes the effects of foreign currency translation. Such translation
reduced assets and liabilities by $39 million and $17 million, respectively,
during 1999 and increased assets and liabilities by $49 million and
$51 million, respectively, during 1998.
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. Income taxes which would be due upon the repatriation of
foreign subsidiary earnings have not been provided where the undistributed
earnings are considered permanently invested.
EARNINGS PER COMMON SHARE: Basic earnings per common share are calculated
using the weighted-average number of common shares outstanding during the period
without consideration of the dilutive effect of stock options. The basic
weighted-average number of common shares outstanding was 56.9 million for 1999
and was 60.0 million for both 1998 and 1997. Diluted earnings per common share
are calculated using the weighted-average number of common shares outstanding
during the period after consideration of the dilutive effect of stock options.
The diluted weighted-average number of common shares and equivalents outstanding
was 56.9 million for 1999 and was 60.4 million for both 1998 and 1997.
FINANCIAL INSTRUMENTS: The Company's financial instruments are primarily
composed of short-term trade and grower receivables, notes receivable and notes
payable, as well as long-term grower receivables, notes receivable, notes
payable and debentures. For short-term instruments, the historical carrying
amount is a reasonable estimate of fair value. Fair values for long-term
financial instruments not readily marketable 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 long-term debt instruments (see Note
7), are not materially different from their recorded amounts as of January 1,
2000.
The Company has historically not attempted to hedge fluctuations resulting
from foreign currency denominated transactions in both sourcing and selling
locations. However, the Company occasionally enters into forward contracts
related to specific foreign currency denominated purchase commitments and sales.
Such contracts are designated as hedges and meet the criteria for correlation
and risk mitigation. Accordingly, unrealized gains or losses on the fair value
of hedge instruments are deferred. Gains or losses on these contracts are
recognized when the underlying transactions settle and are recorded in the
income statement or as a component of the underlying asset or liability, as
appropriate. In 1998, the Company had contracted to purchase German marks
primarily at fixed exchange rates to facilitate payment for the
30
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
purchase of two German-made refrigerated container vessels. In the fourth
quarter of 1999, the Company entered into an operating lease agreement with a
leasing company for these vessels. As such, in the fourth quarter of 1999, these
currency exchange contracts were terminated resulting in a pretax charge to
ongoing operations of approximately $2 million.
STOCK-BASED COMPENSATION: Statement of Financial Accounting Standards
No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," defines a fair
value method of accounting for employee stock-based compensation costs but
allows for the continuation of the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25 ("APB 25"). In accordance with SFAS
123, the Company has elected to continue to utilize the accounting method
prescribed by APB 25 and has adopted the disclosure requirements of SFAS 123
(see Note 9).
COMPREHENSIVE INCOME: Other comprehensive income is comprised of changes to
shareholders' equity, other than contributions from or distributions to
shareholders, excluded from the determination of net income under generally
accepted accounting principles. The Company's other comprehensive income is
comprised of unrealized foreign currency translation gains and losses and
additional minimum pension liability. Comprehensive income is presented in the
Company's changes in shareholders' equity (see Note 10).
USE OF ESTIMATES: The preparation of financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, as well as the disclosures of contingent assets and
liabilities, as of the date of these financial statements. Management's use of
estimates also affects the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
RECLASSIFICATIONS: Certain prior year amounts have been reclassified to
conform with the 1999 presentation.
NOTE 3--ACQUISITIONS
In early 1999, the Company increased its ownership of its Honduran beverage
business and acquired banana production operations in South America.
Additionally, the Company invested in banana production and distribution
operations in Asia and Latin America. The cash purchase price of acquisitions
and investments made by the Company in 1999 totaled approximately $17 million,
net of cash acquired. Each acquisition 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. This preliminary
allocation of purchase price resulted in approximately $14 million of goodwill.
The goodwill is being amortized over a period of up to 20 years. The fair values
of assets acquired, including goodwill, and liabilities assumed were
approximately $50 million and $33 million, respectively. Pro forma results of
acquired operations were not significant in 1998.
During the second half of 1998, the Company acquired and invested in
operations in Latin America, North America and Europe with an aggregate cash
purchase price, net of cash acquired, of approximately $332 million. These
acquisitions were comprised primarily of the purchases of Sunburst Farms, Inc.,
Four Farmers, Inc., Finesse Farms, Colombian Carnations, Inc. and their
affiliated companies and 60% of the Saba Trading AB Scandinavian fresh produce
distribution business. In connection with the acquisition of its 60% interest in
Saba Trading AB, the Company has the right to purchase, at its sole discretion,
the
31
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--ACQUISITIONS (CONTINUED)
minority shareholders' entire interest in that company during either
January 2004 or January 2008. In addition, each minority shareholder separately
has the right to require the Company to purchase its remaining interest during
either February 2005 or February 2008. Each acquisition 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.
These allocations of purchase price resulted in approximately $226 million of
goodwill, which is being amortized over 30 years. The fair values of assets
acquired, including goodwill, and liabilities assumed were approximately
$499 million and $167 million, respectively.
The following unaudited pro forma information presents the results of
operations of the Company as if the acquisitions had taken place on December 29,
1996:
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER-SHARE DATA) 1998 1997
- ------------------------------------- ---------- ----------
<S> <C> <C>
Revenues............................................. $4,954,428 $5,050,709
Net income........................................... 14,221 155,097
Net income per common share:
Basic.............................................. 0.24 2.59
Diluted............................................ 0.24 2.57
</TABLE>
These pro forma results of operations have been prepared for comparative
purposes only and may not be indicative of the results of operations had the
acquisitions occurred on the date indicated or of future results of operations
of the Company.
In 1997, primarily during the fourth quarter, the Company acquired and
invested in production and distribution operations in Europe, Latin America, and
Asia with an aggregate purchase price of approximately $40 million, net of cash
acquired. Each acquisition 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. This allocation of purchase
price resulted in approximately $11 million of goodwill, which is being
amortized over a period of up to 40 years. The fair values of assets acquired,
including goodwill, and liabilities assumed were approximately $79 million and
$39 million, respectively. Pro forma results of acquired operations were not
significant in 1997.
NOTE 4--SPECIAL CHARGES
DOWNSIZING CHARGE: During the latter part of 1999, the Company implemented
a plan to downsize certain of its global operations, primarily in its fresh
fruit segment, as well as reduce its overall headcount through the initiation of
an early retirement program. As such, the Company recorded a special charge of
$48 million in the fourth quarter of 1999. The charge has been reported on a
separate line in the Consolidated Statements of Income.
The charge includes costs to reduce, by approximately 17%, the Company's
existing productive capacity and distribution infrastructure in its banana
operations in Latin America and Europe. In Latin America, the Company is closing
certain production sites, terminating contracts with certain independent
growers, ceasing operations in Nicaragua and Venezuela and terminating the
charters on seven vessels. In its European operations, the Company is reducing
its sales into developing markets, especially Russia and Eastern Europe, and
consolidating its sales and distribution network. This consolidation includes
the closing of 15 locations. A total of 1,010 employees in the Company's Latin
American and European operations are being severed under these plans.
32
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--SPECIAL CHARGES (CONTINUED)
In North America, the Company is exiting its citrus business in Florida and
its almond processing business in Orland, California.
Included in the charge is $31 million of accrued costs primarily related to
the severance and early retirement of employees as well as the termination of
certain grower contracts and ship charters. The Company's early retirement
program resulted in the termination of 92 employees. In connection with this
program, the Company recognized net expenses of $11 million (see Note 8).
The amounts recorded, utilized and to be utilized as of January 1, 2000 in
each asset, liability and expense category are as follows:
<TABLE>
<CAPTION>
1999 UTILIZED TO BE
(IN THOUSANDS) CHARGE TO DATE UTILIZED
- -------------- -------- -------- --------
<S> <C> <C> <C>
Receivables and other assets...................... $ 515 $ 515 --
Inventories....................................... 721 721 --
Property, plant and equipment..................... 9,758 9,758 --
Contract terminations, severance and other
expenses........................................ 6,792 6,792 --
Accrued liabilities:
Severance and early retirement costs............ 16,133 -- 16,133
Contract terminations........................... 10,306 -- 10,306
Other accrued costs............................. 4,237 -- 4,237
------- ------- ------
Total business downsizing charge.................. 48,462 17,786 30,676
======= ======= ======
</TABLE>
HURRICANE MITCH CHARGE: During the fourth quarter of 1998, the Company
recorded a $100 million charge, net of insurance proceeds received, for losses
sustained from Hurricane Mitch. The charge has been reported on a separate line
in the Consolidated Statements of Income. The hurricane impacted over 30,000
acres of agricultural plantings and severely damaged the Company's general
agricultural infrastructure at both its Honduran banana and beverage operations.
A majority of the charge was for write-downs of fixed assets, grower and trade
receivables, inventories and certain deferred crop growing costs related to
operations that were completely or partially destroyed or impaired by the
hurricane. The Company has started to rehabilitate selected parts of the
affected areas. In this regard, the Company spent $25 million and $14 million on
rehabilitation and relief efforts in 1999 and 1998, respectively. Future
rehabilitation and relief efforts are not expected to be significant. Future
insurance recoveries will continue to be reported on a separate line in the
Consolidated Statements of Income.
Included in the charge is $62 million related to property, plant and
equipment which consists of $24 million of asset write-offs for property
destroyed by the hurricane and $38 million of assets impaired by the hurricane.
The Company reviewed the impaired assets to determine whether expected future
cash flows from them (undiscounted and without interest charges) would result in
the recovery of their carrying value. As a result of this review, the Company
determined that these assets were impaired in accordance with generally accepted
accounting principles, and accordingly, an impairment loss was recognized. The
Company had also recorded a provision of $3 million for lease settlements and
committed relief efforts as of January 2, 1999.
33
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--SPECIAL CHARGES (CONTINUED)
The amounts recorded, utilized and to be utilized as of January 1, 2000 in
each asset, liability, and expense category are as follows:
<TABLE>
<CAPTION>
1998 UTILIZED TO BE
(IN THOUSANDS) CHARGE TO DATE UTILIZED
- -------------- -------- -------- --------
<S> <C> <C> <C>
Receivables....................................... $19,283 $19,283 --
Inventories....................................... 13,266 13,266 --
Investment........................................ 2,000 2,000 --
Property, plant and equipment..................... 61,750 61,750 --
Other assets...................................... 9,442 9,442 --
Accrued liabilities............................... 3,071 3,071 --
Rehabilitation expenses........................... 13,688 13,688 --
Insurance recoveries.............................. (22,500) (22,500) --
------- ------- ---
Total Hurricane Mitch charge...................... 100,000 100,000 --
======= ======= ===
</TABLE>
In 1999, the Company received additional insurance proceeds of $53 million
and incurred $25 million of additional rehabilitation expenses, which have been
reported net on a separate line in the Consolidated Statements of Income. The
Company also paid the remaining $3 million of accrued costs related to lease
settlements and committed relief efforts.
CITRUS CHARGE: From December 21 through December 24, 1998 freezing
temperatures destroyed or severely damaged citrus crops in California. The
Company had ownership interests in approximately 6,500 acres of citrus in the
areas affected by the freeze. As a result of the freeze and changes in industry
economics, the Company recorded a $20 million charge. Of the $20 million charge,
$13 million related to write-downs of deferred crop costs and property, plant
and equipment as well as reductions in grower receivable recovery estimates due
to damages sustained during the freeze. The remaining $7 million of the charge
related to reductions in grower receivable recovery estimates in other areas of
the Company's North American citrus operations due to the recognition of changes
in industry economics that impacted certain independent growers. The charge has
been reported on a separate line in the Consolidated Statements of Income. This
loss was largely not covered by insurance.
Included in the charge is $3 million of property, plant and equipment
impaired by the freeze. The Company reviewed these assets to determine whether
expected future cash flows from them (undiscounted and without interest charges)
would result in the recovery of their carrying value. As a result of this
review, the Company determined that these assets were impaired in accordance
with generally accepted accounting principles, and accordingly, an impairment
loss was recognized. Included in accrued liabilities was $1 million related to
incremental freeze protection costs incurred in 1998 and the severance of 29
employees. These accrued liabilities were utilized in 1999.
34
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--SPECIAL CHARGES (CONTINUED)
The amounts recorded, utilized and to be utilized as of January 1, 2000 in
each asset and liability category are as follows:
<TABLE>
<CAPTION>
1998 UTILIZED TO BE
(IN THOUSANDS) CHARGE TO DATE UTILIZED
- -------------- -------- -------- --------
<S> <C> <C> <C>
Grower receivables--freeze areas.................. $ 6,177 $ 6,177 --
Grower receivables--other areas................... 6,737 6,737 --
Crop costs inventory.............................. 3,171 3,171 --
Property, plant and equipment..................... 3,148 3,148 --
Accrued liabilities............................... 767 767 --
------- ------- ---
Total citrus charge............................... 20,000 20,000 --
======= ======= ===
</TABLE>
NOTE 5--CURRENT ASSETS AND LIABILITIES
Cash equivalents of $1 million as of both January 1, 2000 and January 2,
1999, consisted principally of time deposits. Outstanding checks, which are
funded as presented for payment, totaled $32 million and $34 million as of
January 1, 2000 and January 2, 1999, respectively, and were included in accounts
payable.
Details of certain current assets were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998
- -------------- -------- --------
<S> <C> <C>
Receivables
Trade................................................. $500,193 $494,587
Notes and other....................................... 116,250 134,250
Grower advances....................................... 63,725 56,081
Affiliated operations................................. 17,765 24,426
-------- --------
697,933 709,344
Allowance for doubtful accounts....................... (97,262) (92,765)
-------- --------
600,671 616,579
======== ========
Inventories
Finished products..................................... $175,574 $168,423
Raw materials and work in progress.................... 181,690 156,623
Crop growing costs.................................... 55,221 47,676
Operating supplies and other.......................... 112,090 102,802
-------- --------
524,575 475,524
======== ========
</TABLE>
Included in notes receivable is a $10 million note from Castle & Cooke,
Inc., which bears interest at the rate of 7% per annum and is due December 8,
2000. Accrued liabilities as of January 1, 2000 and January 2, 1999 included
$88 million and $93 million, respectively, of amounts due to growers and
$53 million and $38 million, respectively, of marketing and advertising costs.
35
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--PROPERTY, PLANT AND EQUIPMENT
Major classes of property, plant and equipment were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998
- -------------- ---------- ----------
<S> <C> <C>
Land and land improvements.................................. $ 449,490 $ 448,151
Buildings and improvements.................................. 335,363 314,460
Machinery and equipment..................................... 1,062,961 957,478
Construction in progress.................................... 92,032 101,130
---------- ----------
1,939,846 1,821,219
Accumulated depreciation.................................... (814,457) (718,934)
---------- ----------
1,125,389 1,102,285
========== ==========
</TABLE>
Depreciation expense for 1999, 1998 and 1997 totaled $109 million, $103
million and $102 million, respectively.
NOTE 7--DEBT
Long-term debt consisted of the following amounts:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998
- -------------- ---------- ----------
<S> <C> <C>
Unsecured debt
Notes payable to banks at an average interest rate of 6.6%
(5.5% in 1998).......................................... $ 234,000 $ 63,500
6.75% notes due 2000...................................... 225,000 225,000
7% notes due 2003......................................... 300,000 300,000
6.375% notes due 2005..................................... 300,000 300,000
7.875% debentures due 2013................................ 175,000 175,000
Various other notes due 2000--2005 at an average interest
rate of 7.6% (5.8% in 1998)............................. 43,649 38,064
Secured debt
Mortgages, contracts and notes due 2000--2012, at an
average interest rate of 6.0% (6.4% in 1998)............ 19,661 23,824
Unamortized debt discount and issuance costs................ (2,048) (2,515)
---------- ----------
1,295,262 1,122,873
Current maturities.......................................... (9,546) (6,451)
---------- ----------
1,285,716 1,116,422
========== ==========
</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 notes (face value $1,000 million in 1999 and 1998) was approximately
$891 million as of January 1, 2000 and $1,017 million as of January 2, 1999.
36
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--DEBT (CONTINUED)
In July 1998, the Company extended its five-year, $400 million revolving
credit facility (the "Facility") to 2003. 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. 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. As of January 1, 2000, the Company was in compliance with
these covenants. The Company had $180 million outstanding under the Facility as
of January 1, 2000. There were no borrowings outstanding under the Facility as
of January 2, 1999. 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 Company's
uncommitted lines of credit totaled $54 million and $64 million as of January 1,
2000 and January 2, 1999, respectively.
In July 2000, the Company's $225 million, 6.75% unsecured notes mature. The
Company has the ability through its existing Facility and public debt
registration statements filed in 1993 and 1998 and intends to refinance these
obligations with a long-term debt instrument. As such, these obligations have
been classified in the Company's 1999 Consolidated Balance Sheet as long-term
debt.
On October 6, 1998, the Company issued $300 million of unsecured notes in a
public offering for which it received cash proceeds of $297 million. These notes
bear interest at 6.375% and mature in 2005. Net proceeds from the sale of the
notes were used to repay amounts outstanding under the Facility and to fund
acquisitions during the fourth quarter of 1998.
Maturities with respect to long-term debt as of January 1, 2000 were as
follows (in millions): 2000 - $9; 2001 - $32; 2002 - $6; 2003 - $764; 2004 - $5;
and thereafter - $479. The maturity of the Company's $225 million, 6.75% notes
due July 2000 has been reflected in 2003.
Notes payable consisted primarily of short-term borrowings required to fund
certain foreign operations and totaled $30 million with a weighted-average
interest rate of 11.4% as of January 1, 2000 and $30 million with a
weighted-average interest rate of 13.0% as of January 2, 1999.
Interest payments totaled $90 million, $67 million and $66 million during
1999, 1998 and 1997, 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 and years of service, except for
certain hourly plans, which are based on negotiated benefits. In addition to
pension plans, the Company has other postretirement benefit ("OPRB") plans that
provide certain health care and life insurance benefits for eligible retired
employees. Covered employees may become eligible for such benefits if they
fulfill established requirements upon reaching retirement age.
For U.S. plans, the Company's policy is to fund the normal cost plus a
15-year amortization of the unfunded liability. Most of the Company's
international pension plans and all of its OPRB plans are unfunded.
37
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--EMPLOYEE BENEFIT PLANS (CONTINUED)
The status of the Company's defined benefit pension plans was as follows:
<TABLE>
<CAPTION>
INTERNATIONAL
U.S. PENSION PLANS PENSION PLANS OPRB PLANS
------------------- ------------------- -------------------
(IN THOUSANDS) 1999 1998 1999 1998 1999 1998
- -------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Change in projected benefit
obligation
Benefit obligation at beginning
of year...................... $302,088 $276,767 $ 33,940 $ 30,535 $ 67,924 $ 71,507
Service cost................... 4,580 4,238 2,094 1,826 191 186
Interest cost.................. 20,117 19,492 4,174 4,079 4,750 5,031
Participant contributions...... -- -- 23 28 -- --
Plan amendments................ (1,762) 2,686 19 195 -- --
Exchange rate changes.......... -- -- (1,502) 605 -- --
Actuarial loss (gain).......... 2,930 20,621 (94) (1,635) (4,348) (3,063)
Curtailments, settlements and
terminations, net............ 9,430 -- (1,089) -- 1,710 --
Benefits paid.................. (23,182) (21,716) (2,314) (1,693) (5,536) (5,737)
-------- -------- -------- -------- -------- --------
Benefit obligation at end of
year......................... 314,201 302,088 35,251 33,940 64,691 67,924
======== ======== ======== ======== ======== ========
Change in plan assets
Fair value of plan assets at
beginning of year............ $307,375 $281,944 $ 2,029 $ 1,737 -- --
Actual return on plan assets... 65,723 39,704 251 150 -- --
Company contributions.......... 5,864 7,443 4,311 1,679 $ 5,536 $ 5,737
Participant contributions...... -- -- 23 28 -- --
Exchange rate changes.......... -- -- (80) 128 -- --
Settlements.................... -- -- (2,051) -- -- --
Benefits paid.................. (23,182) (21,716) (2,314) (1,693) (5,536) (5,737)
-------- -------- -------- -------- -------- --------
Fair value of plan assets at
end of year.................. 355,780 307,375 2,169 2,029 -- --
======== ======== ======== ======== ======== ========
Funded status.................. $ 41,579 $ 5,287 $(33,082) $(31,911) $(64,691) $(67,924)
Unrecognized net loss (gain)... (40,003) (419) 1,894 1,172 (21,759) (18,232)
Unrecognized prior service cost
(benefit).................... 2,687 4,539 3,046 3,589 (1,074) (1,407)
Unrecognized net
transition obligation
(asset)...................... (344) (467) 1,440 1,655 -- --
-------- -------- -------- -------- -------- --------
Net amount recognized.......... 3,919 8,940 (26,702) (25,495) (87,524) (87,563)
======== ======== ======== ======== ======== ========
Net amount recognized in the
Consolidated Balance Sheets
Prepaid benefit cost........... $ 14,078 $ 16,234 -- -- -- --
Accrued benefit liability...... (14,150) (11,045) $(27,297) $(25,897) $(87,524) $(87,563)
Additional minimum liability... 3,991 3,751 595 402 -- --
-------- -------- -------- -------- -------- --------
3,919 8,940 (26,702) (25,495) (87,524) (87,563)
======== ======== ======== ======== ======== ========
</TABLE>
38
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--EMPLOYEE BENEFIT PLANS (CONTINUED)
For U.S. plans, the projected benefit obligation was determined using
assumed discount rates of 7.5% in 1999 and 7.0% in 1998 and assumed rates of
increase in future compensation levels of 4.5% in both 1999 and 1998. The
expected long-term rate of return on assets was 9.25% in both 1999 and 1998. For
international plans, the projected benefit obligation was determined using
assumed discount rates of 7.5% to 20.0% in 1999 and 7.0% to 20.0% in 1998 and
assumed rates of increase in future compensation levels of 4.5% to 17.5% in both
1999 and 1998. The expected long-term rate of return on assets for international
plans was 9.25% to 20.0% in both 1999 and 1998.
The accumulated plan benefit obligation ("APBO") for the Company's OPRB
plans in 1999 was determined using an annual rate of increase in the per capita
cost of covered health care benefits of 8.0% in 2000 decreasing to 5.0% in 2006
and thereafter. The annual rate of increase assumed in the 1998 APBO was 8.5% in
1999 decreasing to 5.0% in 2006 and thereafter. An increase in the assumed
health care cost trend rate of one percentage point in each year would have
increased the Company's APBO as of January 1, 2000 by approximately $6 million
and would have increased the service and interest cost components of
postretirement benefit expense for 1999 by $1 million, in aggregate. A decrease
in the assumed health care cost trend rate by one percentage point in each year
would have decreased the Company's APBO as of January 1, 2000 by approximately
$5 million and would have decreased the service and interest cost components of
postretirement benefit expense for 1999 by less than $1 million, in aggregate.
The weighted-average discount rate used in determining the APBO was 7.5% for the
U.S. and international plans in 1999 and 7.0% for the U.S. and international
plans in 1998.
The Company's U.S. ERISA Excess Plan had an APBO of $12 million in 1999 and
$11 million in 1998. Due to the nature of this plan, it remains unfunded. The
remainder of the Company's domestic pension plans were fully funded. The APBO
for the Company's unfunded international pension plans, in aggregate, was $17
million in 1999 and $16 million in 1998.
The components of net periodic benefit cost for the U.S. and international
plans were as follows:
<TABLE>
<CAPTION>
PENSION PLANS OPRB PLANS
------------------------------ ------------------------------
(IN THOUSANDS) 1999 1998 1997 1999 1998 1997
- -------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Components of net periodic benefit cost
Service cost.......................... $ 6,674 $ 6,064 $ 5,911 $ 191 $ 186 $ 212
Interest cost......................... 24,291 23,571 22,055 4,750 5,031 5,423
Expected return on plan assets........ (24,386) (22,712) (21,312) -- -- --
Amortization of:
Unrecognized net loss (gain)........ 1,110 500 200 (770) (799) --
Unrecognized prior service cost
(benefit)......................... 423 681 688 (334) (333) (333)
Unrecognized net transition
obligation (asset)................ (45) (29) (41) -- -- --
Curtailments, settlements and
terminations, net................. 10,967 -- -- 1,710 -- (600)
------- -------- -------- ------ ------ ------
19,034 8,075 7,501 5,547 4,085 4,702
======= ======== ======== ====== ====== ======
</TABLE>
39
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--EMPLOYEE BENEFIT PLANS (CONTINUED)
In 1999, the Company elected to reduce its overall headcount by initiating
an early retirement program for eligible employees. In connection with this
program, the Company recognized special termination benefits of $13 million.
Also in connection with this program, the Company recognized a curtailment gain
of $2 million. The net amount of $11 million has been reported as a component of
the 1999 business downsizing charge (see Note 4).
The Company recognized net curtailment losses of $2 million in 1999 and $2
million in 1997 for the international plans. These losses were due to additional
benefit payments resulting from reductions in workforce.
The Company offers two 401(k) plans to eligible U.S. employees. Such
employees may defer a percentage of their annual compensation up to a maximum
allowable amount 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, subject to a maximum contribution
by the Company. Total Company contributions to these plans were $7 million in
1999 and $3 million in both 1998 and 1997.
The Company is also a party to various industry-wide collective bargaining
agreements that provide pension benefits. Total contributions to these plans
plus direct payments to pensioners in 1999, 1998 and 1997 were approximately $1
million per year.
40
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9--STOCK OPTIONS AND AWARDS
Under the 1982 and 1991 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 vest over time or
based on stock price appreciation and may be exercised for up to 10 years from
the date of grant, as determined by the Corporate Compensation and Benefits
Committee of the Company's Board of Directors. No stock appreciation rights,
restricted stock awards or performance share awards were outstanding as of
January 1, 2000.
Under the 1995 Non-Employee Directors Stock Option Plan (the "Directors
Plan"), each active non-employee director will receive a grant of 1,500
non-qualified stock options (the "Options") on February 15th (or the first
trading day thereafter) of each year. The Options vest over three years 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:
<TABLE>
<CAPTION>
WEIGHTED-
SHARES AVERAGE PRICE
--------- -------------
<S> <C> <C>
Outstanding December 28, 1996............................... 2,193,807 $31.91
Granted..................................................... 449,630 38.65
Exercised................................................... (249,365) 28.36
Canceled.................................................... (25,288) 36.78
--------- ------
Outstanding January 3, 1998................................. 2,368,784 33.51
Granted..................................................... 595,682 52.31
Exercised................................................... (413,016) 29.56
Canceled.................................................... (158,587) 39.09
--------- ------
Outstanding January 2, 1999................................. 2,392,863 38.50
Granted..................................................... 1,337,050 21.49
Exercised................................................... (27,061) 26.48
Canceled.................................................... (393,309) 36.72
--------- ------
Outstanding, January 1, 2000................................ 3,309,543 31.94
--------- ------
Exercisable, January 1, 2000................................ 1,224,071 33.85
========= ======
</TABLE>
The following table summarizes information about stock options outstanding
as of January 1, 2000:
<TABLE>
<CAPTION>
(SHARES IN THOUSANDS) OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- --------------------- ----------------------------------- -----------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
NUMBER REMAINING EXERCISE NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING YEARS PRICE EXERCISABLE PRICE
- ------------------------ ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$14.38 to $15.13.......................... 655 10.0 $14.40 -- --
25.32 to 32.50.......................... 1,162 6.9 27.87 541 $27.39
34.31 to 44.25.......................... 979 5.6 37.79 608 37.31
50.19 to 54.81.......................... 514 8.2 52.32 75 52.32
----- ---- ------ ----- ------
14.38 to 54.81.......................... 3,310 7.3 31.94 1,224 33.85
===== ==== ====== ===== ======
</TABLE>
41
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9--STOCK OPTIONS AND AWARDS (CONTINUED)
The fair value of each option grant during 1999, 1998 and 1997 was estimated
on the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Dividend yields............................................. 2.1% 0.8% 1.0%
Expected volatility......................................... 30.8% 28.0% 29.0%
Risk-free interest rates.................................... 5.8% 5.7% 6.5%
Expected lives.............................................. 10 years 10 years 9 years
Weighted-average fair values................................ $ 8.78 $ 25.02 $ 17.29
</TABLE>
The Company accounts for stock-based compensation related to the Option
Plans under APB 25, and accordingly, no compensation costs have been recognized
in the accompanying Consolidated Statements of Income for 1999, 1998 and 1997.
Had compensation costs been determined under SFAS 123, pro forma net income and
net income per common share would have been as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER-SHARE DATA) 1999 1998 1997
- ------------------------------------- -------- -------- --------
<S> <C> <C> <C>
Net income.................................................. $44,530 $6,299 $156,779
Net income per share--basic................................. 0.78 0.10 2.61
Net income per share--diluted............................... 0.78 0.10 2.59
</TABLE>
Since SFAS 123 was only applied to options granted subsequent to December
31, 1994, the resulting pro forma compensation cost may not be representative of
future years.
NOTE 10--SHAREHOLDERS' EQUITY
Authorized capital as of January 1, 2000 consisted of 80 million shares of
no par value common stock and 30 million shares of no par value preferred stock
issuable in series. As of January 1, 2000, approximately 4.6 million shares and
0.1 million 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 current policy is to pay quarterly dividends on common shares
at an annual rate of 40 cents per share.
During 1998, the Company increased the number of common shares authorized
under its existing stock repurchase program to 4.5 million. In February 1999,
the Company increased the number of shares authorized for repurchase to 8.3
million. During 1999, the Company repurchased approximately 3.5 million of its
common shares at a total cost of $92 million, and during 1998, the Company
repurchased approximately 1.2 million of its common shares at a total cost of
$42 million. As of January 1, 2000, approximately 3.3 million shares remain
authorized for repurchase under the Company's stock repurchase program.
42
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10--SHAREHOLDERS' EQUITY (CONTINUED)
Comprehensive income (see Note 1) and changes in shareholders' equity were
as follows:
<TABLE>
<CAPTION>
ACCUMULATED TOTAL
COMMON ADDITIONAL OTHER COMMON
(IN THOUSANDS, SHARES COMMON PAID-IN RETAINED COMPREHENSIVE SHAREHOLDERS' COMPREHENSIVE
EXCEPT SHARE DATA) OUTSTANDING STOCK CAPITAL EARNINGS LOSS EQUITY INCOME
- ------------------ ----------- -------- ---------- -------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 28, 1996.... 59,833,291 $320,476 $167,645 $123,280 $ (61,841) $549,560
Net income.................. -- -- -- 160,164 -- 160,164 $160,164
Cash dividends declared
($0.40 per share)......... -- -- -- (23,988) -- (23,988) --
Translation adjustments..... -- -- -- -- (25,908) (25,908) (25,908)
Issuance of common stock.... 231,156 231 6,413 -- -- 6,644 --
---------- -------- -------- -------- --------- -------- --------
Comprehensive income--1997.... -- -- -- -- -- -- 134,256
========
Balance, January 3, 1998...... 60,064,447 320,707 174,058 259,456 (87,749) 666,472
Net income.................. -- -- -- 12,079 -- 12,079 12,079
Cash dividends declared
($0.40 per share)......... -- -- -- (24,027) -- (24,027) --
Translation adjustments..... -- -- -- -- (2,379) (2,379) (2,379)
Issuance of common stock.... 394,652 395 11,378 -- -- 11,773 --
Repurchase of common stock.. (1,165,200) (1,165) (40,921) -- -- (42,086) --
---------- -------- -------- -------- --------- -------- --------
Comprehensive income--1998.... -- -- -- -- -- -- 9,700
========
Balance, January 2, 1999...... 59,293,899 319,937 144,515 247,508 (90,128) 621,832
Net income.................. -- -- -- 48,544 -- 48,544 48,544
Cash dividends declared
($0.40 per share)......... -- -- -- (22,743) -- (22,743) --
Translation adjustments..... -- -- -- -- (22,052) (22,052) (22,052)
Additional minimum pension
liability adjustments..... -- -- -- -- (2,477) (2,477) (2,477)
Issuance of common stock.... 28,584 28 688 -- -- 716 --
Repurchase of common stock.. (3,487,200) (3,487) (88,408) -- -- (91,895) --
---------- -------- -------- -------- --------- -------- --------
Comprehensive income--1999.... -- -- -- -- -- -- 24,015
========
Balance, January 1, 2000...... 55,835,283 316,478 56,795 273,309 (114,657) 531,925
========== ======== ======== ======== ========= ========
</TABLE>
NOTE 11--CONTINGENCIES
As of January 1, 2000, the Company was guarantor of $112 million of
indebtedness of certain key fruit suppliers and other entities integral to the
Company's operations.
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.
43
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12--LEASE COMMITMENTS
The Company has obligations under non-cancelable operating leases, primarily
for ship charters and containers as well as certain equipment and office
facilities. Certain agricultural land leases provide for increases in minimum
rentals based on production. Lease payments under a significant portion of the
Company's operating leases are based on variable interest rates. Total rent
expense, including rents related to short-term cancelable leases, was $167
million, $151 million and $182 million (net of sublease income of $9 million, $9
million and $11 million) for 1999, 1998 and 1997, respectively.
As of January 1, 2000, the Company's aggregate non-cancelable minimum rental
commitments, before sublease income, were as follows (in millions); 2000 - $121;
2001 - $80; 2002 - $180; 2003 - $44; 2004 - $192; and thereafter - $195. Total
future sublease income is $25 million.
NOTE 13--INCOME TAXES
Income tax expense (benefit) was as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997
- -------------- -------- -------- --------
<S> <C> <C> <C>
Current
Federal, state and local.................................. $(13,506) $ 19,427 $ 2,810
Foreign................................................... 19,791 19,061 20,715
-------- -------- -------
6,285 38,488 23,525
-------- -------- -------
Deferred
Federal, state and local.................................. 6,514 (29,407) 12,285
Foreign................................................... 901 (3,881) (710)
-------- -------- -------
7,415 (33,288) 11,575
-------- -------- -------
13,700 5,200 35,100
======== ======== =======
</TABLE>
Income before taxes attributable to foreign operations were $100 million,
$44 million and $170 million for 1999, 1998 and 1997, respectively.
Undistributed earnings of foreign subsidiaries, which have been or are intended
to be permanently invested, totaled $1.4 billion at January 1, 2000.
44
<PAGE>
DOLE FOOD COMPANY, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--INCOME TAXES (CONTINUED)
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) 1999 1998 1997
- -------------- -------- -------- --------
<S> <C> <C> <C>
Expense computed at U.S. federal statutory income tax
rate...................................................... $ 21,785 $ 6,048 $ 68,341
Foreign income taxed at different rates..................... (12,915) (28,097) (36,437)
Dividends from subsidiaries................................. -- 486 456
State and local income tax, net of federal income tax
benefit................................................... 757 762 602
Interest on prior years taxes............................... 3,306 (3,752) --
Hurricane losses taxed at different rates................... -- 9,886 --
Valuation allowance on foreign hurricane losses............. (98) 18,742 --
Other....................................................... 865 1,125 2,138
-------- -------- --------
Reported income tax expense................................. 13,700 5,200 35,100
======== ======== ========
</TABLE>
Total income tax payments, net of refunds, for 1999, 1998 and 1997 were $12
million, $37 million and $17 million, respectively.
Deferred tax assets (liabilities) were comprised of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997
- -------------- -------- -------- --------
<S> <C> <C> <C>
Operating reserves.......................................... $ 52,496 $ 44,591 $ 24,892
Accelerated depreciation.................................... (23,092) (16,538) (25,290)
Inventory valuation methods................................. 3,422 4,699 3,024
Effect of differences between book values assigned in prior
acquisitions and historical tax values.................... (35,378) (34,032) (33,100)
Postretirement benefits..................................... 33,541 34,098 34,278
Current year acquisitions................................... -- (114) --
Tax credit carryforward..................................... 3,667 1,263 1,263
Net operating loss carryforward............................. 93,367 100,221 86,670
Reserves for hurricane losses............................... 18,747 22,847 --
Valuation allowance on foreign hurricane losses............. (18,644) (18,742) --
Other, net.................................................. (21,838) (25,178) (11,729)
-------- -------- --------
106,288 113,115 80,008
======== ======== ========
</TABLE>
A valuation allowance was established to offset the deferred tax assets
related to the Hurricane Mitch losses since it is deemed more likely than not
that future taxable income will not be sufficient to realize the related income
tax benefits.
The Company has recorded deferred tax assets of $93 million reflecting the
benefit of approximately $253 million in federal and state net operating loss
carryovers which will, if unused, begin to expire in 2009.
The tax credit carryforward amount of $4 million is primarily comprised of
alternative minimum tax credits which can be utilized to reduce regular tax
liabilities and may be carried forward indefinitely, and general business
credits which begin to expire in 2008.
45
<PAGE>
DOLE FOOD COMPANY, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--INCOME TAXES (CONTINUED)
Total deferred tax assets and deferred tax liabilities were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997
- -------------- --------- --------- ---------
<S> <C> <C> <C>
Deferred tax assets......................................... $ 234,521 $ 238,212 $ 226,028
Deferred tax liabilities.................................... (128,233) (125,097) (146,020)
--------- --------- ---------
106,288 113,115 80,008
========= ========= =========
</TABLE>
The Company remains contingently liable with respect to certain tax credits
sold to Norfolk and Southern Railway ("Norfolk") with recourse by Flexi-Van
Leasing, Inc. ("Flexi-Van"), successor corporation to Flexi-Van Corporation, the
Company's former transportation equipment leasing business. Litigation with the
Internal Revenue Service involving these credits concluded in 1998. Litigation
and settlement negotiations involving Flexi-Van and Norfolk (and the Company due
to its contingent liability) are ongoing. 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 the matter.
The Company is subject to examination by taxing authorities in the various
jurisdictions in which it files tax returns. Matters raised upon audit may
involve substantial amounts and, although not currently anticipated, could
possibly be material if resolved unfavorably. However, in the opinion of
management, it is unlikely that the resolution of any such matters will have
material adverse effect upon the Company's financial condition or results of
operations.
NOTE 14--BUSINESS SEGMENTS
The Company has four reportable segments: fresh fruit, fresh vegetables,
processed foods, and fresh-cut flowers. The fresh fruit segment contains several
operating segments that produce and market fresh fruit to wholesale, retail and
institutional customers world-wide. The fresh vegetables segment contains three
operating segments that produce and market commodity and fresh-cut vegetables to
wholesale, retail and institutional customers primarily in North America, Europe
and Asia. Both the fresh fruit and fresh vegetables segments sell produce grown
by a combination of Company-owned and independent farms. The processed foods
segment contains several operating segments that produce and market packaged
foods including fruits, beverages and snack foods. The Company's fresh-cut
flowers segment sources, imports and markets fresh-cut flowers grown in
Colombia, Ecuador and Mexico primarily to wholesale florists and supermarkets in
the United States. Businesses in this segment were acquired during the latter
part of 1998 and were previously reported in other operating segments. These
reportable segments are managed separately due to differences in their products,
production processes, distribution channels, and customer bases.
46
<PAGE>
DOLE FOODS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE--14 BUSINESS SEGMENTS (CONTINUED)
Accounting policies of the four reportable segments, other operating
segments, and Corporate and other are the same as those described in the summary
of significant accounting policies. Company management evaluates and monitors
segment performance primarily through earnings before interest and taxes
("EBIT"). The results of operations and financial position of the four
reportable segments, other operating segments, and Corporate and other were as
follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997
- -------------- ---------- ---------- ----------
<S> <C> <C> <C>
Revenue
Fresh fruit............................................ $3,100,247 $2,692,147 $2,583,277
Fresh vegetables....................................... 840,077 790,149 756,176
Processed foods........................................ 882,823 834,966 962,127
Fresh-cut flowers...................................... 201,934 66,688 --
Other operating segments............................... 35,502 40,210 34,540
---------- ---------- ----------
5,060,583 4,424,160 4,336,120
========== ========== ==========
EBIT
Fresh fruit............................................ $ 60,613 $ 110,505 $ 149,997
Fresh vegetables....................................... 48,092 49,418 40,196
Processed foods........................................ 97,781 89,462 89,805
Fresh-cut flowers...................................... (4,886) 2,620 --
Other operating segments............................... 678 168 912
---------- ---------- ----------
Total operating segments............................... 202,278 252,173 280,910
Corporate and other.................................... (26,619) (45,951) (21,057)
Special charges--net................................... (20,576) (120,000) --
---------- ---------- ----------
155,083 86,222 259,853
========== ========== ==========
Assets
Fresh fruit............................................ $1,657,731 $1,516,551 $1,459,204
Fresh vegetables....................................... 352,008 361,544 335,827
Processed foods........................................ 636,974 591,188 532,629
Fresh-cut flowers...................................... 263,754 270,397 --
Other operating segments............................... 18,313 16,181 15,470
---------- ---------- ----------
Total operating segments............................... 2,928,780 2,755,861 2,343,130
Corporate and other.................................... 105,678 159,192 120,765
---------- ---------- ----------
3,034,458 2,915,053 2,463,895
========== ========== ==========
</TABLE>
47
<PAGE>
DOLE FOODS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE--14 BUSINESS SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997
- -------------- ---------- ---------- ----------
<S> <C> <C> <C>
Depreciation and amortization
Fresh fruit............................................ $ 77,187 $ 75,993 $ 77,634
Fresh vegetables....................................... 14,566 12,788 9,145
Processed foods........................................ 23,211 21,864 20,727
Fresh-cut flowers...................................... 9,795 7,629 --
Other operating segments............................... 484 340 164
Corporate and other.................................... 6,676 3,444 4,411
---------- ---------- ----------
131,919 122,058 112,081
========== ========== ==========
Capital additions
Fresh fruit............................................ $ 87,991 $ 79,746 $ 63,052
Fresh vegetables....................................... 17,544 20,724 35,647
Processed foods........................................ 34,923 47,078 25,672
Fresh-cut flowers...................................... 5,514 1,942 --
Other operating segments............................... 836 280 --
Corporate and other.................................... 11,473 437 4,800
---------- ---------- ----------
158,281 150,207 129,171
========== ========== ==========
</TABLE>
- ------------------------------
Note: Corporate and other EBIT includes certain gains on the disposition of
investments and assets in 1997 and certain costs related to the
reorganization of the Company's European processed pineapple business in
1998. Corporate and other EBIT in 1999 includes a reduction of certain
self-insurance estimates based on an actuarial determination of probable
loss. See Note 4 for details related to special charges.
The Company's revenue from external customers and net property, plant and
equipment by geographic area were as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998 1997
- -------------- ---------- ---------- ----------
<S> <C> <C> <C>
Revenue
United States.......................................... $2,100,555 $1,886,237 $1,943,057
Japan.................................................. 687,362 585,658 595,131
Sweden................................................. 421,153 105,137 16,712
Germany................................................ 369,319 318,787 306,418
Honduras............................................... 283,565 275,050 240,390
France................................................. 212,894 232,429 197,580
Other international.................................... 985,735 1,020,862 1,036,832
---------- ---------- ----------
5,060,583 4,424,160 4,336,120
========== ========== ==========
Property, plant and equipment--net
United States.......................................... $ 390,651 $ 408,385 $ 396,254
Honduras............................................... 141,063 109,650 145,404
Colombia............................................... 101,178 89,279 29,531
Costa Rica............................................. 97,714 96,293 78,592
Philippines............................................ 75,224 67,061 66,071
Oceangoing assets...................................... 71,710 82,213 94,947
Other international.................................... 247,849 249,404 213,448
---------- ---------- ----------
1,125,389 1,102,285 1,024,247
========== ========== ==========
</TABLE>
48
<PAGE>
DOLE FOODS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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>
1999
Revenue........................... $1,188,435 $1,316,556 $1,412,098 $1,143,494 $5,060,583
Gross margin...................... 164,788 179,119 179,181 154,413 677,501
Net income (loss)................. 37,711 47,363 (7,996) (28,534) 48,544
Net income (loss) per common
share--diluted.................. 0.65 0.83 (0.14) (0.51) 0.85
1998
Revenue........................... $1,011,984 $1,163,986 $1,209,794 $1,038,396 $4,424,160
Gross margin...................... 139,021 208,198 174,482 116,714 638,415
Net income (loss)................. 22,761 82,095 15,562 (108,339) 12,079
Net income (loss) per common
share--diluted.................. 0.37 1.35 0.26 (1.82) .20
</TABLE>
The net loss for the fourth quarter of 1999 includes a pre-tax charge of $48
million related to business downsizing. The net loss for the fourth quarter of
1998 includes pre-tax charges of $100 million, net of insurance proceeds,
related to Hurricane Mitch and $20 million related to the Company's North
American citrus operations. The cumulative total of net income (loss) per common
share reported in each quarter of 1999 and 1998 differs from the full-year
amount. The difference is due to the timing and significance of special charges
recorded in the fourth quarters of 1999 and 1998 combined with repurchases of
the Company's common shares during those years. All quarters have twelve weeks,
except the third quarter of both years, which has sixteen weeks.
NOTE 16--COMMON STOCK DATA (UNAUDITED)
The following table shows the market price range of the Company's common
stock for each quarter in 1999 and 1998:
<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
1999
First quarter............................................. $32 7/16 $27 3/16
Second quarter............................................ 33 13/16 29 1/8
Third quarter............................................. 30 3/8 18 5/16
Fourth quarter............................................ 18 1/4 13 13/16
Year...................................................... 33 13/16 13 13/16
1998
First quarter............................................. $57 1/8 $43 1/2
Second quarter............................................ 49 1/8 43 15/16
Third quarter............................................. 52 7/16 32 3/8
Fourth quarter............................................ 35 28 5/16
Year...................................................... 57 1/8 28 5/16
</TABLE>
49
<PAGE>
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 1999 and 1998 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 2000 Annual Meeting of Stockholders
(the "2000 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 2000 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" and
"Ownership of Common Stock" in the 2000 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 2000 Proxy Statement.
50
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<C> <S>
(a) 1. Financial Statements:
</TABLE>
<TABLE>
<CAPTION>
PAGE
--------
<C> <S> <C>
Report of Independent Public Accountants.................... 25
Consolidated Statements of Income--fiscal years ended
January 1, 2000,
January 2, 1999 and January 3, 1998......................... 26
Consolidated Balance Sheets--January 1, 2000 and January 2,
1999........................................................ 27
Consolidated Statements of Cash Flows--fiscal years ended
January 1, 2000, January 2, 1999 and January 3, 1998........ 28
Notes to Consolidated Financial Statements.................. 29
2. Financial Statement Schedules:
Independent Public Accountants' Report on Financial
Statement Schedule.......................................... F-1
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.
<TABLE>
<C> <S>
3. Exhibits:
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ---------------------
<C> <S>
3.1 Restated Articles of Association of the Company, as amended
through October 16, 1991. Incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 2, 1999, 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 July 29, 1996 among the
Company; The Chase Manhattan Bank, as Administrative Agent
and Lender; Bank of America National Trust & Savings
Association, as Syndication Agent and Lender; Citibank,
N.A., as Documentation Agent and Lender; and the financial
institutions which are Lenders thereunder, relating to the
Company's $400 million revolving credit facility.
Incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-QA for the quarter ended October
5, 1996, File No. 1-4455.
4.2 Officers' Certificate dated May 13, 1993 relating to $300
million of the Company's 7% notes due 2003. Incorporated by
reference to Exhibit 4.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 2, 1999, File
No. 1-4455.
4.3 Officers' Certificate dated August 3, 1993 relating to $225
million of the Company's 6.75% notes due 2000 and $175
million of the Company's 7.875% debentures due 2013.
Incorporated by reference to Exhibit 4.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended January
2, 1999, File No. 1-4455.
4.4 Officers' Certificate dated October 6, 1998 relating to $300
million of the Company's 6 3/8% notes due 2005. Incorporated
by reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K, event date October 1, 1998, File No. 1-4455.
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ---------------------
<C> <S>
4.5 Indenture dated as of April 15, 1993 between the Company and
Chase Manhattan Bank and Trust Company (formerly Chemical
Trust Company of California). 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.
4.6 Indenture dated as of July 15, 1993 between the Company and
Chase Manhattan Bank and Trust Company (formerly Chemical
Trust Company of California). Incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K, event
date July 19, 1993, File No. 1-4455.
4.7 Dole Food Company, Inc. Master Retirement Savings Trust
Agreement dated as of February 1, 1999 between Dole Food
Company, Inc. and The Northern Trust Company. Incorporated
by reference to Exhibit 4.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended January 2, 1999, File
No. 1-4455.
4.8 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, as amended
through July 31, 1997. Incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 4, 1997, File No. 1-4455.
10.2 The Company's 1982 Stock Option and Award Plan, as amended
through July 31, 1997. Incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 4, 1997, File No. 1-4455.
10.3 Dole Food Company, Inc. Executive Supplementary Retirement
Plan (effective January 1, 1989), First Restatement.
Incorporated by reference to Exhibit 10(c) to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 29, 1990, File No. 1-4455.
10.4 Dole Food Company, Inc. 1998 Combined Annual and Long-Term
Incentive Plan for Executive Officers. Incorporated by
reference to Exhibit 10 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 20, 1998, File
No. 1-4455.
10.5 Dole Food Company, Inc. Executive Deferred Compensation
Plan. Incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, File No. 1-4455.
10.6 The Company's 1996 Non-Employee Directors Deferred Stock and
Cash Compensation Plan, as amended effective October 9,
1998. Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 10, 1998, File No. 1-4455.
10.7 The Company's Stock Ownership Enhancement Program, as
effective July 31, 1997. Incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended October 4, 1997, File No.
1-4455.
10.8 The Company's 1995 Non-Employee Directors Stock Option Plan.
Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 filed on June 28, 1995,
Registration No. 33-60641.
10.9 Consulting Agreement dated as of December 16, 1999 between
Dole Food Company, Inc. and Lawrence A. Kern.
</TABLE>
52
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- ---------------------
<C> <S>
21 Subsidiaries of Dole Food Company, Inc.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedules.
</TABLE>
<TABLE>
<C> <S>
(b) Reports on Form 8-K:
</TABLE>
No current reports on Form 8-K were filed by the Company during the last
quarter of the year ended January 1, 2000.
53
<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.
<TABLE>
<S> <C> <C>
March 30, 2000 DOLE FOOD COMPANY, INC.
REGISTRANT
By: /s/ DAVID H. MURDOCK
-----------------------------------------
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>
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 March 30, 2000
--------------------------------- Executive Officer and Director
David H. Murdock
/s/ DAVID A. DELORENZO President, Chief Operating Officer March 30, 2000
--------------------------------- and Director
David A. DeLorenzo
/s/ KENNETH J. KAY Chief Financial Officer March 30, 2000
---------------------------------
Kenneth J. Kay
/s/ GIL BOROK Controller and Chief Accounting March 30, 2000
--------------------------------- Officer (Principal Accounting
Gil Borok Officer)
/s/ ELAINE L. CHAO Director March 30, 2000
---------------------------------
Elaine L. Chao
/s/ MIKE CURB Director March 30, 2000
---------------------------------
Mike Curb
/s/ RICHARD M. FERRY Director March 30, 2000
---------------------------------
Richard M. Ferry
/s/ JAMES F. GARY Director March 30, 2000
---------------------------------
James F. Gary
/s/ ZOLTAN MERSZEI Director March 30, 2000
---------------------------------
Zoltan Merszei
</TABLE>
54
<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 in
the United States, the consolidated financial statements of Dole Food Company,
Inc. and subsidiaries included in this Form 10-K and have issued our report
thereon dated February 11, 2000. Our audits were made for the purpose of forming
an opinion on the basic consolidated financial statements taken as a whole. The
schedule listed in the preceding index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is 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 11, 2000
F-1
<PAGE>
DOLE FOOD COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED JANUARY 1, 2000
<TABLE>
<CAPTION>
ADDITIONS
------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COSTS AND OTHER BALANCE AT
(IN THOUSANDS) OF YEAR EXPENSES ACCOUNTS(B) DEDUCTIONS(A) END OF YEAR
- -------------- ---------- ---------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JANUARY 1, 2000
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade receivables.................... 51,207 10,132 (2,490) 10,124 48,725
Notes and other current
receivables........................ 41,558 9,550 179 2,750 48,537
Long-term notes and other
receivables........................ 34,534 27,531 240 12,542 49,763
YEAR ENDED JANUARY 2, 1999
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade receivables.................... 37,869 16,104 880 3,646 51,207
Notes and other current
receivables........................ 22,230 23,580 (119) 4,133 41,558
Long-term notes and other
receivables........................ 24,456 13,882 471 4,275 34,534
YEAR ENDED JANUARY 3, 1998
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade receivables.................... 40,766 4,932 -- 7,829 37,869
Notes and other current
receivables........................ 20,988 4,994 -- 3,752 22,230
Long-term notes and other
receivables........................ 13,474 10,951 3,300 3,269 24,456
</TABLE>
NOTE:
(A) Write-off of uncollectible amounts.
(B) Purchase accounting and transfers among allowance accounts.
F-2
<PAGE>
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is effective as of
December 16, 1999 between Dole Food Company, Inc., a Hawaii corporation
("COMPANY"), and Lawrence A. Kern ("CONSULTANT").
RECITALS
A. COMPANY is desirous of retaining CONSULTANT to perform certain services
for the benefit of the vegetable businesses conducted by subsidiaries of the
COMPANY ("Services") as deemed necessary or desirable by David A. DeLorenzo,
President and Chief Operating Officer of COMPANY.
B. CONSULTANT has the skills, training and expertise necessary to perform
the Services required by COMPANY.
C. COMPANY's needs for the Services are uncertain and subject to
substantial change at any time, and from time to time.
D. CONSULTANT acknowledges that the contractual relationship created by
this Agreement is inherently insecure in terms of the likelihood of the
continuation of the relationship beyond the term set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. SERVICES
A. CONSULTANT shall provide the Services for a period of 28 weeks and
shall commence providing the Services on December 20, 1999 and shall continue to
do so to and including June 30, 2000 (the "Term"), unless sooner terminated as
provided herein.
B. CONSULTANT will render the Services to COMPANY, and COMPANY will pay
CONSULTANT at the rate of $9,375.00 per week for the Services, as follows:
(a) The sum of $100,000 on December 22, 1999, which sum shall be
non-refundable in whole or in part unless CONSULTANT should elect to
terminate this agreement prior to February 28, 2000 ;
(b) The sum of $81,250 on March 31, 2000; and
1
<PAGE>
(c) The sum of $81,250 on June 30, 2000.
C. COMPANY shall reimburse CONSULTANT for reasonable business expenditures
made by CONSULTANT in the course of the performance of the Services and
substantiated in accordance with the policies and procedures established from
time to time by COMPANY.
D. During the Term, CONSULTANT agrees to use his best efforts in rendering
Services to COMPANY. CONSULTANT shall perform his duties as requested by COMPANY
in a professional manner and in a manner which shall be in the best interest of
COMPANY. CONSULTANT shall exercise such care as an ordinary prudent person in a
like position would exercise under similar circumstances. CONSULTANT may work
for others concurrently so long as there is no impairment of the performance of
the Services.
2. STATUS OF PARTIES
It is understood and agreed by the parties that no joint venture,
partnership, employment, agency or other relationship between COMPANY and
CONSULTANT, or CONSULTANT's employees or agents, is created by this Agreement.
No agent, employee, or servant of CONSULTANT shall be deemed to be the employee,
agent or servant of COMPANY. The parties agree that CONSULTANT cannot contract
on behalf of COMPANY. CONSULTANT shall perform Services as an independent
contractor, and not as an agent or employee of COMPANY, and nothing enumerated
herein shall be construed to be inconsistent with this statement. CONSULTANT
shall not be compensated through COMPANY's payroll system. Neither CONSULTANT
nor CONSULTANT's dependents, family members, heirs, successors and assigns will
be entitled to any benefits that COMPANY provides to employees, including but
not limited to medical and dental plans, life insurance, vacation pay, pension
or profit sharing plans, bonuses or other forms of deferred compensation as a
result of this Agreement. CONSULTANT shall be solely responsible, as an
independent contractor, for the payment of all CONSULTANT's employment, payroll
and other taxes.
3. WARRANTIES AND INDEMNIFICATIONS
A. CONSULTANT agrees to indemnify COMPANY from and against any loss,
claims, cost or expense, including reasonable attorneys' fees, incurred by
COMPANY arising out of or in connection with any breach of CONSULTANT's
representations, warranties, covenants or agreements hereunder, including but
not limited to taxes, penalties and interest, assessed against COMPANY as a
result of a determination by any government agency that CONSULTANT's
relationship with COMPANY was other than that of an independent contractor.
B. CONSULTANT warrants that he has the authority to enter into this
Agreement and that neither this Agreement nor CONSULTANT'S performance hereunder
breaches any
2
<PAGE>
other contracts, commitments, agreements, or understandings into which
CONSULTANT has entered.
3
<PAGE>
4. CONFIDENTIAL INFORMATION
All information of or concerning COMPANY or any of its affiliates in any
form which is or was previously made available to CONSULTANT, whether as a
result of prior employment with COMPANY or any of its affiliates or in
connection with the performance of Services hereunder, shall be treated as
confidential information ("Confidential Information"). Confidential Information
includes, but is not limited to, formulae, specifications, ideas, inventions,
personnel/financial/technical/marketing data, forecasts procedures, "know-how",
customer lists or similar information. CONSULTANT agrees that all Confidential
Information related in any way to COMPANY's or its affiliates' products,
business or the Services performed hereunder belongs solely to COMPANY and shall
not be used by CONSULTANT for any purpose other than to perform the Services
hereunder. CONSULTANT shall not disclose any Confidential Information to others,
except to his employees and related third parties whose duties so require.
CONSULTANT shall be responsible for any unauthorized use or disclosure of any
Confidential Information by CONSULTANT or by any of his employees or related
third parties and for any loss, including reasonable attorneys' fees, suffered
by COMPANY proximately caused thereby. CONSULTANT's obligations of
confidentiality and nondisclosure shall not apply to any portion of the
Confidential Information which:
(i) is or shall have become public knowledge, by publication or
otherwise, through no fault of CONSULTANT; or
(ii) subject to Section 6 hereof, is required to be disclosed by
law.
5. OWNERSHIP AND USE OF CONSULTANTS' WORK FOR COMPANY
CONSULTANT acknowledges that all work papers, documentation and other
material delivered to COMPANY or any affiliate pursuant to this Agreement will
belong solely to COMPANY and may not be used by CONSULTANT for any other purpose
whatsoever; provided that COMPANY will not use CONSULTANT'S name or attribute
any statement, analysis or information to CONSULTANT without CONSULTANT'S prior
approval, which approval shall not be unreasonably withheld; and provided
further, that CONSULTANT may use such materials to perform Services hereunder,
to monitor or evaluate such Services or to develop internally CONSULTANT'S
professional capability. Upon completion of the Services, or termination
pursuant to Section 7 hereof, CONSULTANT shall, in accordance with his usual
practice, destroy all materials furnished by COMPANY, all of CONSULTANT'S
workpapers, analyses, drafts and other materials prepared in connection with the
Services or produced for COMPANY by CONSULTANT, unless COMPANY has requested
that CONSULTANT deliver specific materials to COMPANY or to retain them for
possible future reference. Notwithstanding any other provision of this
Agreement, CONSULTANT will be entitled to retain for his internal purposes one
copy of each written report furnished to COMPANY by CONSULTANT; provided that
the obligations of CONSULTANT pursuant to Section 4 hereof
4
<PAGE>
shall survive with respect to each such copy maintained by CONSULTANT for as
long as CONSULTANT maintains such copy. Should CONSULTANT no longer desire to
maintain such copy, CONSULTANT shall return each such copy to COMPANY.
6. NOTIFICATION TO COMPANY OF MANDATORY DISCLOSURE
If CONSULTANT or any of his representatives are requested or required by
oral questions (that a court orders to be answered), interrogatories, requests
for information or documents, subpoena, civil investigative demand or similar
process, to disclose any part of the Confidential Information, CONSULTANT will
(i) promptly notify COMPANY of each such request or requirement and the
documents requested thereby, so that COMPANY may seek an appropriate protective
order or other remedy and/or waive compliance by CONSULTANT with the provisions
of this Agreement, and (ii) consult with COMPANY on the advisability of taking
legally available steps to resist or narrow such request or requirement. If in
the absence of such a protective order or receipt of such a waiver, CONSULTANT
is nonetheless in the written opinion of his outside counsel (a copy of which
shall be furnished in advance to COMPANY) compelled to disclose, by mandatorily
applicable law, any part of the Confidential Information, CONSULTANT may
disclose such Confidential Information without liability under this Agreement,
except that in that event, if the circumstances so permit, CONSULTANT shall give
COMPANY written notice of the Confidential Information to be so disclosed as far
in advance of its disclosure as is lawful and practicable, and CONSULTANT shall
use his best efforts to obtain an order or other reliable assurances that
confidential treatment will be accorded to the portion of the Confidential
Information so required to be disclosed. COMPANY shall reimburse CONSULTANT for
reasonable legal and other expenses reasonably incurred by CONSULTANT in
complying with the provisions of this Section 6.
7. TERMINATION
Either party may terminate the relationship created by this Agreement at
any time, with or without cause, by delivery of written notice to the other. In
the event of the termination of this Agreement prior to the completion of the
Term, CONSULTANT shall be entitled to the compensation earned by him prior to
the date of termination pro rata up to and including that date. On termination,
in accordance with the provisions of Paragraph 1.C. hereof, COMPANY shall also
pay CONSULTANT an amount equal to the expenses incurred by him though the date
of termination. CONSULTANT shall be entitled to no further compensation
hereunder as of the date of termination.
8. NO HIRING OF COMPANY EMPLOYEES
Until June 30, 2000, CONSULTANT will not, directly or indirectly, solicit
for employment, hire or otherwise seek to obtain the benefit of the personal
services of any individual who is on December 17, 1999 an employee of the
COMPANY or any of the Company's Affiliates and will not, directly or indirectly,
solicit or encourage any such individual
5
<PAGE>
to leave the employ of the COMPANY or of any of its affiliates. CONSULTANT
expressly understands and agrees that the foregoing provision prevents
CONSULTANT until June 30, 2000 from employing, hiring, engaging or contracting
for the services of, and from assisting or causing any employer of CONSULTANT
including Apio, Inc. to employ, hire, engage or contract for the services of any
such individual, regardless of whether any such individual first contacts
CONSULTANT on his or her own initiative without any direct or indirect
solicitation or encouragement by CONSULTANT.
9. NOTICE
Whenever Notice is required to be given pursuant to this Agreement, it
shall be delivered by personal or commercial express delivery service sent by
first class mail, postage prepaid and shall be deemed to be given when
personally received by CONSULTANT at such address about which one party shall
notify the other party.
9. ENTIRE AGREEMENT
This Agreement represents the entire agreement between the parties and
supersedes all prior and concurrent proposals, understandings, communications
and agreements between the parties relating to the subject matter of this
Agreement. Any modifications or changes will not be effective unless in writing
and signed by both parties. CONSULTANT and COMPANY agree that the provisions of
this Agreement are severable and that the invalidity of any portion of this
Agreement shall not affect the validity of the remainder of the Agreement.
10. GOVERNING LAW
This Agreement shall be construed pursuant to the laws of the State of
California.
6
<PAGE>
11. SURVIVAL OF TERMS
The provisions of Section 3 (Warranties and Indemnifications), Section 4
(Confidential Information), and Section 5 (Ownership and Use of CONSULTANT's
Work for COMPANY) shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year first written above.
DOLE FOOD COMPANY, INC.
/s/ Lawrence A. Kern By: /s/ David A. DeLorenzo
- ------------------------ -----------------------
LAWRENCE A. KERN
7
<PAGE>
EXHIBIT 21
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:
<TABLE>
<CAPTION>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant January 1, 2000
- -------------------------- -----------------
<S> <C>
Baltime Securities Corp. 100%
(Nevada)
Transtrading Overseas Limited 50%
(Bahamas)
Dole Bakersfield, Inc. 100%
(California)
Dole Holdings, Inc. (fka Castle & Cooke Fresh Fruit Company) 100%
(Nevada)
Dole Fresh Flowers, Inc. 100%
(Delaware)
Dole Citrus 100%
(California)
Dole Fresh Fruit Company 100%
(Nevada)
Standard Fruit Company 100%
(Delaware)
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant January 1, 2000
- -------------------------- -----------------
<S> <C>
Dole Holdings, Inc. (cont'd.)
Cerveceria Hondurena, S.A. 67%
(Honduras)
Castle & Cooke Worldwide Limited 100%
(Hong Kong)
Dole Chile S.A. 49%
(Chile)
Dole Fresh Fruit International, Limited 100%
(Liberia)
Cerveceria Hondurena, S.A. 26%
(Honduras)
Inversiones y Valores Montecristo, S.A. 100%
(Honduras)
Solvest, Ltd. 100%
(Bermuda)
Dole Chile S.A 47%
(Chile)
Transtrading Overseas Limited 50%
(Bahamas)
Activades Agricolas S.A. 100%
(Ecuador)
Union de Bananeros Ecuatorianos S.A. 50%
(Ecuador)
Productos del Litoral S.A. 100%
(Ecuador)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant January 1, 2000
- -------------------------- -----------------
<S> <C>
Castle & Cooke Worldwide Limited (cont'd.)
Union de Bananeros Ecuatorianos S.A. 50%
(Ecuador)
Singletree Corp. 100%
(Panama)
Saba Trading Holding AB 100%
(Sweden)
Saba Trading AB 60%
(Sweden)
Dole Fresh Vegetables, Inc. 100%
(California)
Bud Antle, Inc. 100%
(California)
Dole Japan, Ltd. 100%
(Japan)
Dole Philippines, Inc. 99%
(Republic of the Philippines)
S & J Ranch, Inc. 100%
(California)
Dole Orland, Inc. 100%
(California)
Dole Dried Fruit and Nut Company, 10%
a California general partnership
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Percent of
Outstanding
Voting Securities
Owned as of
Subsidiaries of Registrant January 1, 2000
- -------------------------- -----------------
<S> <C>
M K Development, Inc. 100%
(Hawaii)
Dole Dried Fruit and Nut Company,
a California general partnership 90%
La Petite d'Agen, Inc. 100%
(Hawaii)
Cerulean, Inc. 61%
(Hawaii)
Blue Anthurium, Inc. 100%
(Hawaii)
Cerulean, Inc. 39%
(Hawaii)
</TABLE>
4
<PAGE>
Exhibit 23
[LOGO]
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of
our reports dated February 11, 2000 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, 33-64984,
333-07849, and 333-61689; Form S-8 Registration Nos. 2-87475, 33-594,
33-28782, 33-60643,33-60641, 33-42152, 333-13739, and 333-06949; and Form N-2
Registration Nos. 333-325 and 811-7499.
/ s / Arthur Andersen LLP
----------------------
Arthur Andersen LLP
Los Angeles, California
March 30, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-01-2000<F1>
<PERIOD-START> JAN-03-1999<F1>
<PERIOD-END> JAN-01-2000<F1>
<CASH> 42,427
<SECURITIES> 0
<RECEIVABLES> 697,933
<ALLOWANCES> 97,262
<INVENTORY> 524,575
<CURRENT-ASSETS> 1,212,917
<PP&E> 1,939,846
<DEPRECIATION> 814,457
<TOTAL-ASSETS> 3,034,458
<CURRENT-LIABILITIES> 832,222
<BONDS> 1,285,716
0
0
<COMMON> 316,478
<OTHER-SE> 215,447
<TOTAL-LIABILITY-AND-EQUITY> 3,034,458
<SALES> 5,060,583
<TOTAL-REVENUES> 5,060,583
<CGS> 4,383,082
<TOTAL-COSTS> 4,383,082
<OTHER-EXPENSES> 522,418
<LOSS-PROVISION> 47,213
<INTEREST-EXPENSE> 92,839
<INCOME-PRETAX> 62,244
<INCOME-TAX> 13,700
<INCOME-CONTINUING> 48,544
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,544
<EPS-BASIC> 0.85<F2>
<EPS-DILUTED> 0.85<F3>
<FN>
<F1>THE COMPANY'S FISCAL YEAR ENDS ON THE SATURDAY CLOSEST TO DECEMBER 31. FISCAL
YEAR 1999 ENDED JANUARY 1, 2000 AND INCLUDED 52 WEEKS. ALL QUARTERS INCLUDE 12
WEEKS, EXCEPT FOR THE THIRD QUARTER WHICH HAD 16 WEEKS.
<F2>IN ACCORDANCE WITH SFAS NO. 128, "EARNINGS PER SHARE", THIS ITEM REFLECTS BASIC
EARNINGS PER SHARE.
<F3>IN ACCORDANCE WITH SFAS NO. 128, "EARNINGS PER SHARE", THIS ITEM REFLECTS
DILUTED EARNINGS PER SHARE.
</FN>
</TABLE>
