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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 30, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
HAWAII 99-0035300
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
ONE DOLE DRIVE, WESTLAKE VILLAGE, CALIFORNIA 91362
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 874-4000
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
--------------------------- -----------------------------------------
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
Indicate by check mark whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 23, 2001 was approximately $668,401,614.
The number of shares of Common Stock outstanding as of March 23, 2001 was
55,849,901.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its 2001 Annual
Meeting of Stockholders are incorporated by reference into Part III.
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DOLE FOOD COMPANY, INC.
FORM 10-K
FISCAL YEAR ENDED DECEMBER 30, 2000
TABLE OF CONTENTS
ITEM NUMBER
IN FORM 10-K PAGE
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PART I
1. Business.................................................... 1
2. Properties.................................................. 7
3. Legal Proceedings........................................... 10
4. Submission of Matters to a Vote of Security Holders;
Executive Officers of the Registrant...................... 11
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 13
6. Selected Financial Data..................................... 13
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 14
7A. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 24
8. Financial Statements and Supplementary Data................. 26
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 52
PART III
10. Directors and Executive Officers of the Registrant.......... 52
11. Executive Compensation...................................... 52
12. Security Ownership of Certain Beneficial Owners and
Management................................................ 52
13. Certain Relationships and Related Transactions.............. 52
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form
8-K....................................................... 52
(a) 1. Financial Statements..................................... 52
2. Financial Statement Schedule............................. 52
3. Exhibits................................................. 53
(b) Reports on Form 8-K......................................... 55
Signatures....................................................................... 57
Financial Statement Schedule..................................................... F-1
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
"Dole."
Dole's principal executive offices are located at One Dole Drive, Westlake
Village, California 91362, telephone (818) 874-4000. At December 30, 2000, Dole
had the equivalent of approximately 61,000 full-time employees worldwide. Dole
is the world's largest producer and marketer of high-quality, fresh fruit, fresh
vegetables and fresh-cut flowers, and markets a growing line of packaged foods.
Dole's operations are described below. For detailed financial information
with respect to Dole's business and its operations, see Dole's Consolidated
Financial Statements and the related Notes to Consolidated Financial Statements,
which are included in this report beginning with page 26.
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 wholesale, retail and institutional customers with
products that are produced and given added value through research, agricultural
assistance and advanced harvesting, processing, packing, cooling, shipping,
distribution and marketing techniques and that 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 vegetables.
Dole's products are produced both directly on Dole-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,
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, 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, dried fruit, nuts and pineapple juice and juice
blends. Dole 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 tropical, deciduous 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 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.
1
Dole sources and markets almonds and pistachios and sources, processes and
markets raisins, prunes, dates and other dried fruit.
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 Dole, and, in limited cases, under private labels.
Dole produces and markets packaged 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 and cups.
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, 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, Chile and South Africa
and citrus fruit grown in Latin America, South Africa and Spain, as well as
other deciduous and tropical fruit grown in the United States, Latin America and
Mexico. Dole markets fresh pineapple grown in Hawaii, Costa Rica, Honduras and
Ecuador. These products are sold primarily to retail chains and to wholesalers,
which in turn resell or distribute them to retail food stores.
On September 27, 2000, Dole sold the assets of its citrus operations located
in California and Arizona for approximately $55 million. Production assets were
transferred to the buyer in the third quarter of 2000 for cash proceeds of
$45 million. The remaining $10 million of proceeds were for secured grower
contracts, approximately half of which were transferred to the buyer in the
fourth quarter of 2000, resulting in a net gain of $1 million, and the remainder
of which were transferred at near book value in the first quarter of 2001. Dole
is also pursuing the sale of portions of its deciduous fruit businesses located
in North America.
Fresh vegetables, as well as fresh-cut 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 Europe.
Almonds and pistachios are 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 Europe and Asia, and domestically. Retail packs
of raisins, prunes and dates are processed and packed through co-production
arrangements. In 2000, Dole sold its almond-processing plant in Orland,
California for approximately $4 million.
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. DOLEWHIP-Registered Trademark-, a soft-serve,
non-dairy dessert, is manufactured and marketed by Precision Foods, Inc. under
license from Dole. Dole also markets DOLE-Registered Trademark- canned pineapple
juice and pineapple juice blend beverages. In connection with the sale of the
majority of its juice business to Tropicana
2
Products, Inc. in May of 1995, Dole received cash payments up front and granted
to Tropicana a license, requiring no additional future royalty payments, 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 Dole-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 retailers and consumers via the Internet through its own web site at
Flowernet.com, and through web sites operated by third parties. Dole is embarked
on a project to build a consolidated flower-distribution facility in Miami,
Florida.
DOLE LATIN AMERICA
DOLE LATIN AMERICA grows and sources from independent growers and transports
bananas grown primarily in Colombia, Costa Rica, Ecuador, Guatemala and Honduras
for markets principally in North America, Europe, the Mediterranean and selected
Asian markets.
Fresh pineapples destined for the North American and European markets are
grown by Dole Latin America on owned plantations in Costa Rica, Ecuador and
Honduras and sourced from independent producers primarily in Costa Rica.
Dole sources table grapes, apples, pears and other deciduous fruit from
Chile, melons from Costa Rica and Honduras, citrus fruit from Honduras and
mangoes from Brazil and Ecuador primarily for markets in North America and
Europe.
Dole conducts other food and beverage operations in Honduras. It owns an
approximately 97% 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 is actively
marketing its Honduran beverage operations. Dole has engaged Banc of America
Securities LLC and Deutsche Banc Alex. Brown as its investment advisors on this
project.
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, Thailand and Ecuador, 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
fresh-cut fruits, vegetables and salads.
Dole operates 11 fresh-cut fruit and vegetable distribution centers in Japan
through joint ventures with local distributors; Dole also manages additional
distribution facilities in the Philippines and Hong Kong. In China, Dole is a
participant in a joint venture that operates a fruit and vegetable processing
and distribution facility in Shanghai. Dole expects to consummate the purchase
of its joint venture partner's interest in this facility in 2001. Dole also owns
a vegetable processing facility in China that will produce value-added vegetable
products for the Chinese and Japanese markets.
3
Dole's canneries in the Philippines and Thailand process all of Dole's
worldwide processed pineapple products, serving markets in North America,
Europe, Asia, the Middle East and Australasia. The pineapples used at these
canneries are sourced from a large Dole-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 Dole Co., Ltd. a
license to use certain trademarks, including DOLE-Registered Trademark-, in its
juice business.
DOLE EUROPE
DOLE EUROPE is a major importer of bananas and other fresh fruits, dried
fruits, nuts and canned fruits in Europe and the Middle East. Dole Europe
sources bananas from Latin America, Cameroon, the Ivory Coast, Guadaloupe,
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.
Dole is a minority partner with the Jamaican Producer Group (the largest banana
producer in Jamaica) in Jamaican Producers Fruit Distributors Ltd. in the United
Kingdom. This banana ripening and fruit distribution company distributes bananas
and other fresh fruit 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
that is one of Europe's largest exotic fruit import and distribution companies.
Saba is embarked on a project to build a fresh-cut salad plant in Helsinborg,
Sweden.
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 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 that reduces labor costs,
improves productivity and efficiency and increases
4
product quality. Agricultural research is conducted at field facilities
primarily in California, Hawaii, Latin America and Asia. Dole also sponsors
research related to environmental improvements and the protection of worker and
community health.
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, China, Greece, Italy, Ivory Coast,
Mexico, New Zealand, Peru, South Africa, South Korea, Spain, Syria, Tunisia and
Turkey. Significant volumes of Dole's 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, South Korea, and
certain other countries in Asia, Eastern Europe, Scandinavia, the Middle East
and Central and South America.
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.
The European Union ("EU") banana regulations, which impose quotas and
tariffs on bananas, remained in effect during 2000 and continue in effect in the
early part of 2001. 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. In
October 2000, the EU General Affairs Council approved a proposal that calls for
the continuation of import quotas with the rights to import bananas distributed
on a "first-come, first-served" basis. In January 2001, the EU adopted
legislation that would implement a tariff-only import system and end all import
quotas. The EU is working on detailed regulations to implement the new regime by
July 1, 2001. Dole has stated its support for this new EU system and believes
that it is consistent with WTO agreements and provides for final resolution of
this long-standing trade dispute. The EU, the United States and Ecuador continue
to discuss whether the new proposal complies with the EU's WTO obligations. The
net impact of these changes, if they are implemented, on Dole's future results
of operations is not determinable until the details of any new system are
finalized.
Exports of Dole's products to certain countries or regions, particularly
China, Japan, South Korea, Taiwan and the Middle East, are subject to various
restrictions that may be increased or reduced in response to international
economic, currency and political factors, thus affecting Dole's ability to
compete in these markets.
Dole 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.
5
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 Dole'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. Dole 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 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 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 the 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 industry
6
volumes, the seasonality of consumer demand, foreign currency exchange
fluctuations, foreign importation restrictions and foreign political risks. In
addition, supply and pricing issues with respect to electrical power in
California and other western states could materially affect Dole's operations or
earnings in the future, although they did not do so in fiscal year 2000.
FORWARD LOOKING STATEMENTS
This filing contains forward-looking statements that involve a number of
risks and uncertainties. Forward looking statements, which are based on
management's assumptions and describe Dole's future plans, strategies and
expectations, are generally identifiable by the use of terms such as
"anticipate," "will," "expect," "believe," or similar expressions. The potential
risks and uncertainties that could cause Dole'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; electrical power supply and pricing; changes in
interest and currency exchange rates; economic crises in developing countries;
quotas, tariffs and other governmental actions; and the ability of Dole and its
European customers and suppliers to complete euro conversion efforts.
ITEM 2. PROPERTIES
Dole maintains executive offices in Westlake Village, California which are
leased from a third party. Dole's various divisions also maintain offices in
Salinas, California, Miami, Florida and Wenatchee, Washington, which are owned
by Dole. Dole owns its Latin American regional headquarters building in San
Jose, Costa Rica, as well as divisional offices in Bogota/Santa Marta, Colombia
and La Ceiba, Honduras. Dole Latin America maintains divisional offices in
Chile, Costa Rica and Ecuador, which are leased from third parties. Dole Europe
maintains its European headquarters in Paris, France and regional offices in
Hamburg, Germany, Milan, Italy, Stockholm, Sweden and Murcia, Spain, which are
leased from third parties. It owns its offices in Madrid, Spain and Rungis,
France. Dole Asia maintains offices in Japan, 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 Dole would not have a material adverse effect
on Dole's operating results. Dole believes that its property and equipment are
generally well maintained, in good operating condition and adequate for their
present needs.
The following is a description of Dole'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 Dole and the remainder of which are leased.
Dole produces citrus on approximately 3,000 acres in the San Joaquin Valley
of California owned directly or through partially-owned agricultural
partnerships.
Domestic table grapes are sourced from approximately 4,000 acres on four
Dole-owned vineyards in the San Joaquin Valley. Domestic table grapes are cooled
in two Dole-owned facilities in the San Joaquin Valley. Dole produces wine
grapes on approximately 400 acres and stone fruit on approximately 600 acres of
Dole-owned property in the San Joaquin Valley.
Dole produces apples and pears directly from three Dole-owned orchards on
approximately 750 productive acres in Wenatchee and Chelan, Washington as well
as through independent growing arrangements. Dole also owns apple and pear
storage, processing and packing facilities in Wenatchee, Chelan and Pateros,
Washington.
Dole 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
7
vegetable operations. The majority of this acreage is farmed under joint growing
arrangements with independent growers, while the remainder is farmed by Dole.
Dole owns cooling, packing and shipping facilities in Yuma, Arizona and the
following California cities: Marina, Holtville, Guadalupe, Gonzales and Huron.
Additionally, Dole has partnership interests in facilities in Yuma, Arizona,
Salinas, California and Mexico, and leases facilities in Oxnard, California.
Dole owns and operates state-of-the-art, value-added processing plants in Yuma,
Arizona, Soledad, California and Springfield, Ohio.
Dole produces almonds from approximately 600 acres, pistachios from
approximately 2,000 acres and olives from approximately 900 acres on orchards in
the San Joaquin Valley through agricultural partnerships in which Dole has an
interest.
Dole's fresh-cut flowers group generally operates four cooling and
distribution facilities and a hardgoods inventory warehouse 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 Dole-owned plantations in Costa Rica,
Colombia, Ecuador and Honduras as well as through associated producers or
independent growing arrangements in those countries and others, including
Guatemala. Dole owns approximately 2,200 acres in Colombia, 28,140 acres in
Costa Rica, 2,000 acres in Ecuador and 18,240 acres in Honduras, all related to
banana production, although some of the acreage is not presently under
production. During fiscal year 2000, Dole held a 62% interest in a company that
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. This joint
venture arrangement was terminated on January 1, 2001, with Dole and the other
joint venturer each retaining the assets it originally contributed to the joint
venture. Dole owns a 50% interest in a banana producer that owns or controls
approximately 9,600 acres in Guatemala. Dole's Honduran plantations sustained
damage in varying degrees of severity as a result of Hurricane Mitch in 1998 and
have required significant rehabilitation, which is substantially complete.
Dole owns approximately 5,000 acres of owned land in Honduras, 3,000 acres
of owned land in Costa Rica and 1,700 acres of owned land in Ecuador, all
related to pineapple production, although some of the acreage is not presently
under production. The pineapple is grown primarily for the fresh produce market.
Dole owns a juice concentrate plant in Honduras for pineapple and citrus.
Coconuts are produced on approximately 1,200 acres of owned land in
Honduras.
Dole grows grapes, stone fruit, kiwi and pears on approximately 4,075
Dole-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 owns and operates corrugated box plants in Chile, Colombia, Costa Rica,
Ecuador and Honduras and a value-added vegetable plant in Costa Rica.
Dole's operations in Honduras include an approximately 97% 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 but have now been successfully rehabilitated. As
described in Item 1, Dole is actively marketing its Honduran beverage
operations.
Dole Latin America operates a fleet of seven refrigerated container ships,
of which four are Dole-owned and three bareboat chartered. In addition, Dole
Latin America operates a fleet of seventeen breakbulk refrigerated ships of
which two are Dole-owned, eight are bareboat chartered and seven are
8
long-term time chartered. Dole occasionally charters vessels for short periods
on a time or voyage basis as and when required. Dole owns or leases
approximately 12,000 refrigerated containers, 4,800 chassis and 3,500 generator
sets.
Dole produces flowers on approximately 1,900 owned acres in Colombia,
Ecuador and Mexico. Dole 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 and a 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 11 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 participant in a
produce processing and distribution center in Shanghai, China. Dole expects to
consummate the purchase of its joint venture partner's interest in this facility
in 2001. Dole 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 14 banana ripening, produce and flower distribution centers in
Sweden, 11 in France, five in Spain, three in Italy, one in Belgium and two in
Germany. With the exception of two owned facilities in Sweden, six owned
facilities in France, one owned facility in Italy and three owned facilities in
Spain, these facilities are leased. Dole owns and operates one distribution
center in the Netherlands that specializes in the distribution of exotic fruits
throughout Europe. Dole has a minority interest in a French company that owns a
majority interest in banana and pineapple plantations in Cameroon and the Ivory
Coast. Dole owns a minority interest in a banana ripening and fruit distribution
company with five facilities in the United Kingdom. Dole is the majority owner
in a company operating a port terminal and distribution facility in Livorno,
Italy. Dole 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. Dole 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, Dole 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.
9
ITEM 3. LEGAL PROCEEDINGS
In Dole's Form 10-Q for the quarter ended October 7, 2000, Dole described
certain lawsuits that had been filed in Texas, Louisiana, Mississippi and Hawaii
against Dole, 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 Dole 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. The dismissed cases are on appeal. The DBCP manufacturers and Dole
competitors have reported that they have settled with the majority of the Texas
and Louisiana plaintiffs and Dole has effected settlements with certain
individuals. The Dow Chemical Company, a manufacturer of DBCP, has filed a
lawsuit against a Dole subsidiary seeking indemnification for settlement and
defense costs. In addition, Dole 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, Dole 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 Dole's financial position or results of operations.
Dole is involved from time to time in various claims and legal actions
incidental 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 Dole is a party is expected to have a material adverse effect
on Dole's financial position or results of operations.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fiscal quarter ended December 30, 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
Below is a list of the names and ages of all executive officers of Dole as
of March 27, 2001, indicating their positions with Dole and their principal
occupations during the past five years. The current terms of the executive
officers will expire at the next organizational meeting of Dole's Board of
Directors or at such time as their successors are elected.
NAME AND AGE POSITIONS WITH DOLE AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT HISTORY
-------- -------- ---------------------------------------------------------------------
David H. Murdock............ (77) Chairman of the Board, Chief Executive Officer and Director of Dole
since July 1985. Chairman of the Board, Chief Executive Officer and
Director of Castle & Cooke, Inc., a Hawaii corporation, since October
1995 (indirectly wholly-owned by Mr. Murdock since September 2000).
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.
Gil Borok................... (33) Controller and Chief Accounting Officer of Dole since August 1999.
Assistant Controller of Dole from August 1998 to August 1999. Manager
of Corporate Reporting for Dole 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.
C. Michael Carter........... (57) Vice President, General Counsel and Corporate Secretary of Dole since
October 2000. Executive Vice President, General Counsel and Corporate
Secretary of Pinkerton's, Inc. from September 1994 to July 1999.
Michael J. Cavallero........ (54) President of Dole North America Tropical Fresh Fruit since March
2001. Vice President of Sales and Marketing for Dole Fresh Fruit
Company from May 1992 to March 2001. Vice President of Sales for Dole
Fresh Vegetables from August 1986 to May 1992.
David A. DeLorenzo.......... (54) Vice Chairman of Dole since February 2001. President and Chief
Operating Officer of Dole from March 1996 to February 2001. President
of Dole Food Company-International from September 1993 to March 1996.
Executive Vice President of Dole from July 1990 to March 1996.
Director of Dole since February 1991. President of Dole Fresh Fruit
Company from September 1986 to June 1992.
George R. Horne............. (64) Vice President--Human Resources of Dole since February 1986. Vice
President of Dole since October 1982.
11
NAME AND AGE POSITIONS WITH DOLE AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT HISTORY
-------- -------- ---------------------------------------------------------------------
Kenneth J. Kay.............. (45) Vice President and Chief Financial Officer of Dole 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 of Finance and Administration of Systemed, Inc.
from 1994 to 1996.
Lawrence A. Kern............ (53) President and Chief Operating Officer and Director of Dole since
February 2001. President of Dole Fresh Vegetables, Inc. from January
2000 to February 2001 and from January 1993 to December 1999.
President and Chief Operating Officer of Apio, Inc. from December
1999 to January 2000.
Patrick A. Nielson.......... (50) Vice President--International Legal and Regulatory Affairs of Dole
since October 1995. Vice President and General Counsel--Food
Operations of Dole from May 1994 to October 1995. General
Counsel--Food Operations of Dole 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.............. (58) 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.
Beth Potillo................ (41) Treasurer of Dole since November 1998. Assistant Treasurer of Dole
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.
Eric M. Schwartz............ (42) President--Dole Worldwide Vegetables since March 2001. Senior Vice
President, Operations of Dole Fresh Vegetables from April 2000 to
March 2001. Vice President, Manufacturing of Dole Fresh Vegetables
from January 1998 to March 2000. General Operations Manager of
Townsend Culinary, Inc. from January 1997 to January 1998. Plant
Manager, Earthgrains, Inc. from February 1996 to January 1997.
Director of Manufacturing, Value Added Products of Dole Fresh
Vegetables from December 1994 to January 1996.
Roberta Wieman.............. (56) Vice President of Dole 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.
12
PART II
ITEM 5. MARKET FOR 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 26, 2001, there were approximately 10,233 holders
of record of the Company's common stock.
Additional information required by Item 5 is included on page 52.
The Company has declared a dividend of $0.40 per share of common stock for
each of the years 2000 and 1999, equal to 22,338,000 and 22,743,000,
respectively.
ITEM 6. SELECTED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER-SHARE DATA) 2000 1999 1998 1997 1996
------------------------------------ -------- -------- -------- -------- --------
Revenue..................................................... $4,763 $4,794 $4,189 $4,065 $3,575
Cost of products sold....................................... 4,037 4,116 3,551 3,421 2,991
------ ------ ------ ------ ------
Gross margin.............................................. 726 678 638 644 584
Selling, marketing, and administrative expenses............. 548 518 433 400 370
Gain on sale of citrus assets............................... (9) -- -- -- --
Business downsizing charges................................. 46 48 -- -- 50
Hurricane Mitch charge (insurance proceeds)--net............ (43) (28) 100 -- --
Citrus charge............................................... -- -- 20 -- --
------ ------ ------ ------ ------
Operating income.......................................... 184 140 85 244 164
Interest expense--net....................................... 82 82 60 57 60
Other income (expense)--net................................. (2) 4 (8) 8 5
------ ------ ------ ------ ------
Income before income taxes.................................. 100 62 17 195 109
Income taxes................................................ 32 13 5 35 20
------ ------ ------ ------ ------
Net Income.................................................. 68 49 12 160 89
====== ====== ====== ====== ======
Diluted net income per common share......................... $ 1.21 $ 0.85 $ 0.20 $ 2.65 $ 1.47
====== ====== ====== ====== ======
Other statistics
Working capital........................................... $ 356 $ 381 $ 366 $ 407 $ 464
Total assets.............................................. 2,845 3,034 2,915 2,464 2,487
Long-term debt............................................ 1,136 1,286 1,116 755 904
Total debt................................................ 1,181 1,325 1,153 768 926
Common shareholders' equity............................... 555 532 622 666 550
Annual cash dividends per common share.................... 0.40 0.40 0.40 0.40 0.40
Capital additions......................................... 122 158 150 129 110
Depreciation and amortization............................. 136 132 122 112 111
------------------------
Note: Revenue and cost of products sold for 2000, 1999, 1998, 1997 and 1996,
reflect reclassifications of (in millions) $239, $266, $235, $271 and
$265, respectively, to present revenues in accordance with the
interpretations of Staff Accounting Bulletin No. 101 issued by the
Securities and Exchange Commission, which was adopted by the Company
during the fourth quarter of 2000 (see Note 2 to Item 8 of this filing).
Hurricane Mitch charge (insurance proceeds)--net includes rehabilitation
expenses and other costs of $10 million and $25 million in 2000 and 1999,
respectively, and insurance proceeds of $53 million in both years (see
Note 4 to Item 8 of this filing).
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW: The Company's results of operations and financial condition in
2000 were an improvement over 1999, but they were negatively impacted by the
following factors:
- A 13% drop in the average euro to U.S. dollar exchange rate,
- An approximate 40% increase in average end user fuel rates in 2000 versus
1999,
- Continued market oversupply conditions in the banana industry.
In 2000, the euro currency continued its dramatic decline against the U.S.
dollar, decreasing 13% on an average basis during the year. The Company has
significant European market sales denominated in euro or currencies with
exchange rates pegged to the euro. Product and shipping costs associated with a
portion of these European market sales are U.S. dollar-denominated. The euro's
decline in 2000 negatively impacted the Company's revenues and operating income
by approximately $140 million and $40 million, respectively.
Also in 2000, fuel rates increased, significantly impacting the Company's
shipping and distribution costs, which are a large component of its overall
costs. Due to the oversupply of many fresh commodities, especially bananas, the
Company was not able to pass the full impact of the fuel rate increase to its
customers. Increased fuel rates negatively impacted the Company's operating
income by approximately $20 million in 2000.
Furthermore, during 2000, the banana industry continued to experience
long-standing oversupply conditions and related weak pricing brought on by the
collapse of developing markets in eastern Europe which began at the end of 1998,
increased production in African-Caribbean-Pacific nations and only limited
industry-wide reductions in Latin American banana production. While overall
fresh fruit volumes appear to be declining slightly, pricing in most products
remains weak. The Company does not anticipate a significant improvement in
market pricing in the near term.
Due largely to continuing oversupply and other market conditions in the
banana business and market dynamics in certain North American-sourced fresh
produce businesses, the Company implemented a plan during the latter part of
1999 to downsize certain of its global operations, primarily in its fresh fruit
segment, and to initiate an early retirement program. In connection with its
plan, the Company recorded a $48 million charge in the fourth quarter of 1999,
which was reported on a separate line in the Consolidated Statements of Income.
The $48 million charge included costs to reduce the Company's productive
capacity and distribution infrastructure in its fresh fruit operations,
primarily bananas. In Latin America, the Company ceased operations in Nicaragua
and Venezuela and terminated certain ship charter and grower contracts. In its
European operations, the Company closed certain production and distribution
sites and sales offices. In North America, the Company exited its citrus
business in Florida and its almond processing business in California. Costs to
sever 1,483 employees were included in this plan, of which 1,464 employees had
been severed as of December 30, 2000. The Company's early retirement program
resulted in the termination of 92 employees.
Included in the $48 million charge was $31 million of accrued costs
primarily related to the severance and early retirement of employees as well as
the termination of certain ship charters and grower contracts. In connection
with its early retirement program, the Company recognized net expenses of
$11 million (see Note 8 to Item 8 of this filing). As of December 30, 2000,
accrued costs of $2 million remain to be utilized for contractual payments
associated with closing citrus operations in Florida and contractual severance
and closing costs related to sites in Europe. Terms of these remaining
contractual obligations extend into 2003.
14
In the third quarter of 2000, the Company initiated a plan to further
downsize its fresh fruit operations, including the complete shutdown of certain
activities. In connection with its plan, the Company recorded a $46 million
charge, which was reported on a separate line in the Consolidated Statements of
Income. The $46 million charge includes costs to further reduce the Company's
existing productive capacity in its banana operations in Latin America and Asia.
The Company is also shutting down its melon and citrus farming activities in
Honduras and downsizing its distribution network in Europe. In its Latin
American banana operations, the Company is closing select production sites,
severing certain employee arrangements, terminating certain contracts with
independent growers and divesting its controlling interest in a production joint
venture in South America. In its Asian banana operations, the Company is exiting
production on select agricultural lands and terminating certain employees and
contracts with independent growers. In its European operations, the Company is
reducing its sales force and administrative staff, primarily in northern Europe.
A total of 4,880 employees in the Company's operations are being severed under
these plans, of which 4,705 had been severed as of December 30, 2000.
The Company anticipates the $46 million charge will result in approximately
$18 million of total cash payments, of which $7 million occurred in the fourth
quarter of 2000, with the remainder occurring primarily in 2001. The Company
anticipates that these actions will result in approximately $20 million to
$25 million of annual cost savings as compared to 2000 spending levels.
On September 27, 2000, the Company sold the assets of its citrus operations
located in California and Arizona for approximately $55 million. Production
assets were transferred to the buyer in the third quarter of 2000 for cash
proceeds of $45 million, resulting in a net gain of $8 million. The remaining
$10 million of proceeds were for secured grower contracts, approximately half of
which were transferred to the buyer in the fourth quarter of 2000, resulting in
a net gain of $1 million. The combined $9 million net gain has been reported on
a separate line in the Consolidated Statements of Income. Title to the remaining
grower contracts was transferred at near book value in the first quarter of
2001.
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 and incurred $25 million of additional expenses to
rehabilitate selected parts of the affected areas. In 2000, the Company received
$53 million in final settlement of substantially all of the insurance claims
related to losses sustained from Mitch. These proceeds were offset by
claims-preparation and other Mitch-related costs, resulting in net proceeds of
$43 million. The Mitch charge and net insurance proceeds have been presented on
a separate line in the Consolidated Statements of Income.
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 write-downs. 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.
In the latter part 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. At the time it was commenced, this
initiative was expected to generate approximately $100 million to $200 million
of cash proceeds. To date, the Company has sold its citrus assets in Florida,
California and Arizona as well as its almond processing plant and certain idle
properties in California. The Company is also pursuing the sale of portions of
its deciduous fruit businesses located in North America. In total, these sales
will generate gross proceeds of
15
approximately $95 million. Proceeds from these activities have been and
primarily will be used to pay down debt.
The Company is actively marketing its Honduran beverage operations. The
Company has engaged Banc of America Securities LLC and Deutsche Banc Alex. Brown
as its investment advisors on this project. Proceeds from the sale, should one
occur, primarily would be used to pay down debt.
EUROPEAN UNION QUOTA: The European Union ("EU") banana regulations, which
impose quotas and tariffs on bananas, remained in effect during 2000 and
continue in effect in the early part of 2001. 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. In October 2000, the EU General Affairs Council
approved a proposal that calls for the continuation of import quotas with the
rights to import bananas distributed on a "first-come, first-served" basis. In
January 2001, the EU adopted legislation that would implement a tariff-only
import system and end all import quotas. The EU is working on detailed
regulations to implement the new regime by July 1, 2001. The Company has stated
its support for this new EU system and believes that it is consistent with WTO
agreements and provides for final resolution of this long-standing trade
dispute. The EU, the United States and Ecuador continue to discuss whether the
new proposal complies with the EU's WTO obligations. The net impact of these
changes, if they are implemented, on the Company's future results of operations
is not determinable until the details of any new system are finalized.
FINANCIAL INSTRUMENTS: As of December 30, 2000, the Company had entered
into certain contracts to facilitate working capital payments and collections
primarily denominated in euro, British pounds, and Swedish krona at
weighted-average exchange rates of $0.90 to the euro, EUR 1.53 to the pound and
SEK 8.41 to the euro, respectively, for an aggregate contractual value of
$39 million, which approximated their aggregate fair value. These fixed-rate
contracts will be settled during 2001. Also as of December 30, 2000, the Company
had received stock warrants in two privately-held companies through which the
Company sells a portion of its products. The Company can, at its option,
purchase 2 million shares upon their public registration at a weighted-average
price of $5.75 per share. The Company estimated that the fair value of these
warrants was not significant as of December 30, 2000.
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,
instead of purchasing the vessels, the Company entered into an operating lease
for them. In the fourth quarter of 1999, these currency exchange contracts were
terminated resulting in a pretax charge to operating income of approximately
$2 million.
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 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, with minor
exceptions, historically not hedged these exposures.
During 2000, the euro and related European currencies continued to weaken
significantly against the U.S. dollar. During the fourth quarter of 2000, the
yen began to weaken substantially against the U.S. dollar. Subsequent to year
end, while the euro and related European currencies have stabilized somewhat
against the U.S. dollar, the yen has continued to weaken significantly. As of
March 1, 2001, the spot exchange rate between the yen and the U.S. dollar had
fallen 9% versus the average exchange rate in effect during 2000. The Company
has approximately $600 million of annual sales denominated in yen. Additionally,
in 2000, the Company incurred $20 million of foreign currency translation
losses, which were
16
recognized as a component of accumulated other comprehensive loss in
shareholders' equity and included in the calculation of comprehensive income.
The Company currently estimates that a 1% change in value of the yen-to-U.S.
dollar and the euro-to-U.S. dollar exchange rates would impact earnings by
approximately $5 million and $3 million, respectively. The ultimate impact of
future changes to these and other currency exchange rates on 2001 revenues,
operating income, net income, equity and comprehensive income is not
determinable at this time.
EURO CONVERSION: Between January 1, 2002 and July 1, 2002, all eleven
participating members of the EU will convert to the euro as their common legal
currency. The Company has assessed the effect euro conversion may have on its
European business, including impacts related to conversion costs and changes to
the competitive environment, if any. Aside from certain minor conversion efforts
in 2001, the Company believes its systems, as well as those of its suppliers and
customers, are prepared for conversion to the euro. The Company does not
anticipate any material conversion costs in 2001 or any significant impacts upon
conversion due to price transparency or other long-term competitive
implications.
NEW ACCOUNTING PRONOUNCEMENTS: During the fourth quarter of 2000, the
Company implemented Securities and Exchange Commission ("SEC") Staff Accounting
Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements,"
which provides interpretive guidance for rules regarding the recognition and
presentation of revenue. The Company's implementation of SAB 101 has resulted in
the reclassification, as a reduction of revenue, product sourcing costs
associated with commission sales. Previous industry and Company practice for
certain fresh fruit, fresh vegetables and fresh-cut flowers products was to
present such amounts as a component of cost of products sold. The
reclassification reduced the Company's aggregate and segment revenues and cost
of products sold as follows:
(IN THOUSANDS) 2000 1999 1998
-------------- -------- -------- --------
Fresh fruit................................... $166,057 $194,936 $161,407
Fresh vegetables.............................. 72,357 71,208 73,762
Fresh-cut flowers............................. 345 278 --
-------- -------- --------
238,759 266,422 235,169
======== ======== ========
The change in presentation had no impact on the Company's reported gross
margin, operating income or net income.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("FAS 133"), "Accounting for
Derivative Instruments and Hedging Activities," which established new accounting
and reporting standards for derivative instruments. In June 1999, the FASB
issued an amendment to FAS 133, which delayed the effective date of FAS 133 to
December 31, 2000, and in June 2000, the FASB issued Statement of Financial
Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities--An Amendment of FASB Statement No. 133".
FAS 133 requires that all derivative instruments (including certain
derivative instruments embedded in other contracts) be reported at fair value
with changes in fair value recognized in earnings or other comprehensive income.
Recognition depends on whether the derivative is designated and effective as
part of a hedge transaction and on the type of hedge transaction (cash flow or
fair value). Gains or losses on derivative instruments recorded in other
comprehensive income must be reclassified to income during the period in which
earnings are affected by the underlying hedged item. The ineffective portion of
all hedges impacts earnings in the current period.
In order to adopt FAS 133 as of December 31, 2000, the first day of its
fiscal year 2001, the Company undertook a comprehensive review of its
contractual relationships to ensure that it had identified both free-standing
and embedded derivatives to be accounted for at fair value. The Company has
historically
17
not made extensive use of derivative instruments in its risk management
activities. As of December 30, 2000, the Company's derivative instruments, both
free-standing and embedded, as defined by FAS 133, were limited to certain minor
warrants in privately held companies and foreign currency exchange forwards. As
such, the adoption of FAS 133 will not have a significant impact on the
Company's operating income, net income or equity.
In May 2000, the Emerging Issues Task Force ("EITF") of the FASB reached a
consensus on Issue No. 00-14 ("EITF 00-14"), "Accounting for Certain Sales
Incentives," which requires the cost of certain sales incentives, such as
coupons, to be classified as a reduction of revenue rather than as marketing
expense. As required, the Company anticipates adopting the provisions of EITF
00-14 during the second quarter of 2001.
The Company currently accrues estimated coupon redemption costs as marketing
expense at the time the coupon is distributed. Coupon accruals are subsequently
reduced for actual redemptions as they are received. Coupon accruals are also
adjusted periodically based on changes to redemption estimates. In 2000, accrued
redemption expense, actual redemptions and reductions (adjustments) to
redemption estimates totaled $11 million, $13 million and $1 million,
respectively. The Company anticipates approximately $4 million of marketing
expense related to planned coupon programs in the first part of 2001. The
Company does not anticipate any changes to the timing of cost recognition upon
adoption of EITF 00-14. Therefore, the Company expects the impact of such
adoption will be limited to reclassifications, as a reduction of revenue, of
related marketing expense, with no impact on its operating income or net income
either prospectively or as currently or previously reported.
2000 COMPARED WITH 1999
FRESH FRUIT: Fresh fruit revenues decreased 5% to $2.8 billion in 2000 from
$2.9 billion in 1999. The euro's decline against the U.S. dollar since the
comparable period of 1999 negatively impacted U.S. dollar equivalent revenues in
the European market. Lower volumes sold in the European banana business due to
reduced sales to secondary markets in eastern Europe, as a result of the
Company's planned exit from unprofitable markets, also contributed to this
decrease. This decrease in fresh fruit revenues was partially offset by higher
revenues in North America and Asia as a result of increased volumes of bananas
and pineapples sold in those markets. During the first quarter of 2001, banana
pricing in Asia and the yen-to-U.S. dollar exchange rate continued to decline
significantly, negatively impacting revenues and earnings in that market.
Earnings before interest and taxes ("EBIT") in the fresh fruit segment
decreased 22% to $47 million in 2000 from $61 million in 1999. Fresh fruit EBIT
declined primarily due to the impact of the euro's decline against the U.S.
dollar combined with the dramatic rise in fuel rates as compared to 1999. In
addition, marketing and selling expenses increased in the Asian banana business
in response to oversupply conditions in that market. Partially offsetting these
decreases in EBIT were the positive impacts of cost-cutting activities in the
Company's Latin American-sourced banana business, lower volumes shipped to
secondary (unprofitable) markets in Europe, higher banana volumes in North
America and changes to recovery estimates of certain tax credits receivable due
to increased utilization. In addition, the Company's California citrus business,
which was sold in the third quarter of 2000, contributed to improved fresh fruit
EBIT, as that business recovered from the impacts in 1999 of a crop freeze at
the end of 1998. In 1999, earnings in the North American-sourced fresh fruit
business were negatively impacted by one-time consolidation costs of
$6 million.
FRESH VEGETABLES: Fresh vegetables revenues increased 15% to $886 million
in 2000 from $769 million in 1999. Revenues increased in the Company's North
American fresh-cut salads business due to continued category and market share
growth during 2000. In addition, revenues increased in the Company's North
American commodity vegetables business due to overall strong pricing, primarily
in the second, third and fourth quarters, as a result of lower market supply.
18
EBIT in the fresh vegetables segment increased 60% to $77 million in 2000
from $48 million in 1999. This increase was primarily due to continued growth in
the North American fresh-cut salads business and strong pricing in the North
American commodity vegetables business. Although the Company expects its growth
in the fresh-cut salads business to continue during 2001, segment EBIT is
anticipated to be lower than 2000, as pricing in the commodity vegetables
business is expected to return to normal levels.
PROCESSED FOODS: Processed foods revenues decreased slightly to
$875 million in 2000 from $883 million in 1999. Revenues decreased primarily due
to the closure and sale of the Company's California almond business and related
processing plant located in Orland, California in the third quarter of 2000.
This decrease was partially offset by increased revenues in the Company's
processed pineapple business, as the continued success of its new FRUIT
BOWLS-Registered Trademark- and FUN SHAPES-Registered Trademark- products in
North America compensated for lower pricing in traditional products sold in both
North America and Asia. Revenues in the Company's Honduran beverage operation
increased slightly from $275 million in 1999 to $283 million in 2000, as that
business recovered from the 1999 impacts of Mitch.
EBIT in the processed foods segment increased 11% to $108 million in 2000
from $98 million in 1999. Processed foods EBIT increased largely due to the
Company exiting its California almond business, which had incurred losses in
1999 due to poor market conditions. Additionally, EBIT in the Company's Honduran
beverage operation grew from $44 million in 1999 to $52 million in 2000 due to a
return to more normalized conditions after the 1999 impacts of Mitch. In the
Company's processed pineapple business, higher earnings from new products were
largely offset by associated higher marketing and selling costs and by weaker
pricing in traditional products.
FRESH-CUT FLOWERS: Fresh-cut flowers revenues were relatively unchanged at
$201 million in 2000 as compared to $202 million in 1999. Lower pricing and
volumes to wholesale customers offset improved demand from supermarket
customers.
EBIT in the fresh-cut flowers segment improved to slightly above breakeven
in 2000 from a loss of $5 million in 1999. Lower production costs were offset by
higher shipping and airfreight rates, primarily driven by increased fuel prices.
OTHER INCOME (EXPENSE), NET: Other income (expense) generally consists of
minority interest expense and certain gains and losses on the sales of property.
In 1999, other income included a reduction of certain self-insurance loss
estimates. This adjustment was reflected in Corporate and other EBIT for segment
disclosure purposes.
INTEREST EXPENSE, NET: Interest expense, net of interest income, was
$82 million in both 2000 and 1999. Interest expense was higher due to higher
average debt levels in the first part of 2000. This increase in interest expense
was offset by an increase in interest income due to the interest portion of a
tax refund received from the Internal Revenue Service ("IRS") in the third
quarter of 2000.
INCOME TAXES: In 2000, the Company's effective tax rate increased to 32%
from 22% in 1999. The increase was primarily due to the tax impacts of its Mitch
insurance proceeds, business downsizing charge and gain on the sale of citrus
assets combined with changes in the Company's earnings mix. This was partially
offset by the principal portion of a tax refund in 2000. The Company currently
anticipates its effective tax rate for 2001 will remain at 32% based on its
expected mix of earnings.
1999 COMPARED WITH 1998
FRESH FRUIT: Fresh fruit revenues increased 15% to $2.9 billion in 1999
from $2.5 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. This fresh fruit revenue increase was 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, and fourth quarters of
19
1999, combined with high industry production levels resulted in market
oversupply conditions and related weaker pricing. 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.
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 that
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.
FRESH VEGETABLES: Fresh vegetables revenues increased 7% to $769 million in
1999 from $716 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 pricing in
1998 was due to the El Nino weather pattern's impact on industry 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 these higher marketing expenses.
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. The
Honduran beverage business showed a steady recovery of 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 1999 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, 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.
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
20
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.
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 included a reduction of certain self-insurance loss
estimates. In 1998, other expense 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 latter 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 to 22% in 1999
from 30% in 1998 primarily due to the impact in 1998 of special charges, which
were not fully tax benefited.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities generated cash flow of $165 million in 2000 compared to
$74 million in 1999. The increase was primarily due to higher net income and
lower working capital requirements in 2000 as compared to 1999. In 1999,
inventory levels were higher due to increased purchases of paper in the
Company's Latin American fruit operations combined with higher product
inventories, as the processed pineapple business began to recover from drought
conditions experienced in prior years and rose due to the addition of new
product lines. Additionally, prepaid and other assets increased in 1999 due to
higher long-term agricultural costs in the Company's fresh fruit and fresh-cut
flowers segments. In 2000, the Company collected on a $10 million note
receivable from Castle & Cooke, Inc., a Hawaii corporation privately held by
David H. Murdock. Also in 2000, accounts payable and accrued liabilities
declined as a result of higher levels of payments to growers and suppliers.
During 2000 and 1999, the Company received refunds from the IRS of
$9 million and $15 million, respectively, related to the settlement of disputed
items from prior years' audits. During 1998, the Company made a payment of
$17 million to the IRS related to disputed items from prior years' audits.
During the first quarter of 2001, the Company invested in certain
available-for-sale securities at an aggregate cost of $26 million.
Proceeds from the sales of assets of $57 million in 2000 included the sale
of productive assets in the Company's North American citrus and California
almond operations. Also in 2000, the Company received additional proceeds of
$53 million in final settlement of substantially all of its insurance claims
related to losses sustained from Mitch. These combined proceeds were used to pay
down debt.
Capital expenditures for the acquisition and improvement of productive
assets decreased from $158 million in 1999 to $122 million in 2000 and were
funded by a combination of operating cash flow and new borrowings. Capital
spending in 2000 and 1999 included approximately $15 million and $22 million,
respectively, related to the replacement or capitalizable repair of agricultural
infrastructure and other property damaged or destroyed by Mitch in the fourth
quarter of 1998. The Company expects capital expenditures in 2001 to remain
relatively flat as compared to 2000 levels.
21
The Company has obligations under various noncancelable operating leases, a
significant portion of which have payments based on variable interest rates,
primarily the London Interbank Offerred Rate ("LIBOR"). Commitments under the
Company's noncancelable operating leases will approximate $116 million in 2001.
The Company currently estimates that a 100 basis point change in LIBOR would
impact its pretax income by approximately $7 million. In March 2001, the Company
elected to reacquire eight vessels currently under sale-leaseback arrangements
at the conclusion of their lease terms in March 2002 for $121 million.
At the end of 1999, the Company's debt totaled $1.33 billion. During the
first quarter of 2000, the debt level rose approximately $70 million to
$1.40 billion due to uncustomarily higher seasonal working capital requirements.
During the remaining three quarters of 2000, the Company paid down in excess of
$200 million of debt with cash generated from operations, Mitch insurance
proceeds, proceeds from the sale of assets and a tax refund. As a result of
lower debt combined with higher retained earnings, the Company's net debt to net
debt and equity percentage improved to 67% at the end of 2000 from 71% at the
end of 1999. As of December 30, 2000, the Company's debt totaled $1.18 billion.
Management anticipates that, as in prior years, debt levels will increase during
the first quarter of 2001 to fund seasonal working capital requirements and that
this trend will reverse during the second quarter of 2001.
The Company has in place a $400 million, five-year revolving credit facility
(the "Long-term Facility") which matures in 2003. At the Company's option,
borrowings under the Long-term Facility bear interest at a certain percentage
over the agent's prime rate or LIBOR. Provisions under the Long-term 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 December 30, 2000, the Company was in
compliance with these covenants. Borrowings under the Long-term Facility totaled
$320 million as of December 30, 2000. 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 Long-term Facility. Net borrowings outstanding
under the Company's uncommitted lines of credit totaled $13 million at
December 30, 2000.
In July 2000, the Company entered into a $250 million, 364-day revolving
facility (the "364-day Facility"). At the Company's option, borrowings under the
364-day Facility will bear interest at a certain percentage over the agent's
prime rate, LIBOR, or the Federal Funds rate. The 364-day Facility provides the
Company with additional liquidity to meet its short-term financing needs. There
was no outstanding balance under this facility as of December 30, 2000.
In July 2000, the Company repaid its $225 million, 6.75% notes which matured
on July 15, 2000. As of January 1, 2000, these notes had been classified as
long-term due to the Company's ability and intent as of that date to refinance
the maturity using a long-term instrument. The Company financed $40 million of
this maturity under its 364-day Facility, which was subsequently repaid. The
remaining $185 million was financed under the Company's Long-term Facility.
During 1999 and 1998, the Company repurchased 3.5 million and 1.2 million of
its common shares for $92 million and $42 million, respectively. These share
repurchases were funded by debt. No shares were repurchased in 2000.
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 $22 million in 2000.
The Company believes that its cash flow from operations as well as its
existing cash balances, revolving credit facilities 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, that involve a number of risks and uncertainties. Forward looking
statements, which are based on management's assumptions and
22
describe the Company's future plans, strategies and expectations, are generally
identifiable by the use of terms such as "anticipate," "will," "expect,"
"believe," or similar expressions. 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;
electrical power supply and pricing; changes in interest and currency exchange
rates; economic crises in developing countries; quotas, tariffs and other
governmental actions; and the ability of the Company and its European customers
and suppliers to complete euro conversion efforts.
23
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 exposures
include the potential impacts of weather 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 has occasionally invested 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. In July 2000, the Company entered into a $250 million, 364-day
revolving facility (the "364-day Facility") to provide the Company with
additional liquidity to meet its short-term financing needs. At the Company's
option, borrowings under the 364-day Facility will bear interest at a certain
percentage over the agent's prime rate, the London Interbank Offered Rate
("LIBOR"), or the Federal Funds rate. There was no outstanding balance under
this facility as of December 30, 2000.
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 $400 million, five-year revolving credit facility (the
"Long-term Facility"), which matures in 2003 and bears interest, at the
Company's option, at a percentage over the agent's prime rate or LIBOR.
Borrowings under the Long-term Facility totaled $320 million as of December 30,
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.
As of December 30, 2000, the Company had $808 million of fixed-rate debt
with a weighted-average interest rate of 7.06% and a fair value of
$728 million. As of January 1, 2000, the Company had $1.03 billion of fixed-rate
debt with a weighted-average interest rate of 6.91% and a fair value of
$921 million. The Company currently estimates that a 100 basis point change in
prevailing market interest rates would impact the fair value of its fixed-rate
debt by approximately $30 million.
As of December 30, 2000, the Company had $338 million of variable-rate debt
with a weighted-average interest rate of 7.31% and variable-rate operating
leases, primarily for ships and facilities, with a principal value of
$373 million and a weighted-average interest rate of 6.89%. As of January 1,
2000, the Company had $265 million of variable-rate debt with a weighted-average
interest rate of 7.72% and variable-rate operating leases with a principal value
of $387 million and a weighted-average interest rate of 6.47%. Interest and
operating lease expenses under the majority of these arrangements are based on
LIBOR. The Company currently estimates that a 100 basis point change in LIBOR
would impact its related pretax income by $7 million.
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
24
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. The Company currently
estimates that a 1% change in value of the yen-to-U.S. dollar and the
euro-to-U.S. dollar exchange rates would impact its operating income by
approximately $5 million and $3 million, respectively.
As of December 30, 2000, the Company had entered into certain contracts to
facilitate working capital payments and collections primarily denominated in
euro, British pounds and Swedish krona at weighted-average exchange rates of
$0.90 to the euro, EUR 1.53 to the pound and SEK 8.41 to the euro, respectively,
for an aggregate contractual value of $39 million, which approximated their
aggregate fair value. These fixed-rate contracts will be settled during 2001.
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 as accumulated other
comprehensive loss in shareholders' equity. Such translation resulted in
unrealized losses of $20 million in 2000 and $22 million in 1999. The Company
has historically not attempted to hedge this equity risk.
25
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 December 30, 2000
and January 1, 2000, and the related consolidated statements of income and cash
flows for each of the three fiscal years in the period ended December 30, 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 financial statements referred to above present fairly,
in all material respects, the financial position of Dole Food Company, Inc. and
subsidiaries as of December 30, 2000 and January 1, 2000, and the results of its
operations and its cash flows for each of the three fiscal years in the period
ended December 30, 2000, in conformity with accounting principles generally
accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
January 29, 2001
26
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER-SHARE DATA) 2000 1999 1998
------------------------------------- ---------- ---------- ----------
Revenue.................................................. $4,763,128 $4,794,161 $4,188,991
Cost of products sold.................................... 4,037,530 4,116,660 3,550,576
---------- ---------- ----------
Gross margin........................................... 725,598 677,501 638,415
Selling, marketing and administrative expenses........... 546,538 517,078 433,509
Gain on sale of citrus assets............................ (8,578) -- --
Business downsizing charges.............................. 45,761 48,462 --
Hurricane Mitch charge (insurance proceeds)--net......... (42,506) (27,886) 100,000
Citrus charge............................................ -- -- 20,000
---------- ---------- ----------
Operating income....................................... 184,383 139,847 84,906
Interest income.......................................... 15,386 11,281 9,312
Other income (expense)--net.............................. (2,167) 3,955 (7,996)
---------- ---------- ----------
Earnings before interest and taxes..................... 197,602 155,083 86,222
Interest expense......................................... 98,110 92,839 68,943
---------- ---------- ----------
Income before income taxes............................... 99,492 62,244 17,279
Income taxes............................................. 31,837 13,700 5,200
---------- ---------- ----------
Net income............................................. 67,655 48,544 12,079
========== ========== ==========
Net income per common share
Basic.................................................. $ 1.21 $ 0.85 $ 0.20
Diluted................................................ 1.21 0.85 0.20
See Notes to Consolidated Financial Statements
27
DOLE FOOD COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS) 2000 1999
-------------- --------- ---------
Current assets
Cash and cash equivalents................................. $ 28,449 $ 42,427
Receivables............................................... 583,799 600,671
Inventories............................................... 482,382 524,575
Prepaid expenses.......................................... 46,282 45,244
--------- ---------
Total current assets.................................... 1,140,912 1,212,917
Investments................................................. 84,604 78,899
Property, plant and equipment............................... 1,055,160 1,125,389
Goodwill.................................................... 278,582 297,147
Other assets................................................ 285,460 320,106
--------- ---------
Total assets............................................ 2,844,718 3,034,458
========= =========
Current liabilities
Notes payable............................................. $ 35,093 $ 30,098
Current portion of long-term debt......................... 9,947 9,546
Accounts payable.......................................... 272,329 295,511
Accrued liabilities....................................... 467,652 497,067
--------- ---------
Total current liabilities............................... 785,021 832,222
Long-term debt.............................................. 1,135,633 1,285,716
Other long-term liabilities................................. 323,711 335,967
Minority interests.......................................... 45,565 48,628
Commitments and contingencies
Common shareholders' equity................................. 554,788 531,925
--------- ---------
Total liabilities and equity............................ 2,844,718 3,034,458
========= =========
See Notes to Consolidated Financial Statements
28
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) 2000 1999 1998
-------------- -------- -------- --------
Operating activities
Net income................................................ $ 67,655 $ 48,544 $ 12,079
Adjustments to net income
Depreciation and amortization........................... 136,482 131,919 122,058
Equity earnings, net of distributions................... (7,260) (3,443) (4,421)
Provision for (benefit from) deferred income taxes...... 4,329 (7,135) (16,143)
Non-cash portion of special charges..................... 38,977 41,670 128,812
Cash portion of special charges not included in net
income................................................ (17,769) (3,838) --
Hurricane Mitch insurance proceeds...................... (52,856) (53,331) (22,500)
Gain on sale of citrus assets........................... (8,578) -- --
Other................................................... (3,520) 1,928 (1,342)
Change in operating assets and liabilities, net of
effects from acquisitions and dispositions
Receivables........................................... 27,064 5,706 39,027
Inventories........................................... 29,514 (47,490) 2,463
Prepaid expenses and other assets..................... (4,740) (41,043) (26,861)
Accounts payable and accrued liabilities.............. (35,420) 5,219 (41,537)
Internal Revenue Service refund (payment) related to
prior years' audits................................. -- 14,550 (17,145)
Other................................................. (8,437) (19,455) (17,392)
-------- -------- --------
Cash flow provided by operating activities.......... 165,441 73,801 157,098
-------- -------- --------
Investing activities
Proceeds from sales of assets............................. 57,154 11,844 19,291
Capital additions......................................... (122,241) (158,281) (150,207)
Investments and acquisitions, net of cash acquired........ (2,304) (17,412) (332,100)
Hurricane Mitch insurance proceeds........................ 52,856 53,331 22,500
-------- -------- --------
Cash flow used in investing activities.............. (14,535) (110,518) (440,516)
-------- -------- --------
Financing activities
Short-term borrowings..................................... 49,824 30,262 39,508
Repayments of short-term debt............................. (62,675) (41,713) (38,693)
Long-term borrowings...................................... 246,536 180,951 366,785
Repayments of long-term debt.............................. (376,358) (11,786) (25,692)
Cash dividends paid....................................... (22,338) (22,743) (24,027)
Issuance of common stock.................................. 127 716 11,773
Repurchase of common stock................................ -- (91,895) (42,086)
-------- -------- --------
Cash flow provided by (used in) financing
activities........................................ (164,884) 43,792 287,568
-------- -------- --------
Increase (decrease) in cash and cash equivalents............ (13,978) 7,075 4,150
Cash and cash equivalents at beginning of year.............. 42,427 35,352 31,202
-------- -------- --------
Cash and cash equivalents at end of year.................... 28,449 42,427 35,352
======== ======== ========
See Notes to Consolidated Financial Statements
29
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 world-wide sourcing, processing, distributing and marketing
of high-quality, branded food products including fresh fruit and vegetables, as
well as processed foods including packaged fruit 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 and western African
countries).
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
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 years 2000, 1999 and 1998 ended on December 30, 2000,
January 1, 2000 and January 2, 1999, respectively, and included 52 weeks each.
REVENUE RECOGNITION: Revenue is recognized when product title and risk of
loss transfer to the customer or when services are performed. During the fourth
quarter of 2000, the Company implemented Securities and Exchange Commission
("SEC") Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements," which provides interpretive guidance for rules regarding
the recognition and presentation of revenue. The Company's implementation of SAB
101 has resulted in the reclassification, as a reduction of revenue, of product
sourcing costs associated with commission sales. Previous industry and Company
practice for certain fresh fruit, fresh vegetables and fresh-cut flowers
products was to present such amounts as a component of cost of products sold.
The reclassification reduced the Company's aggregate and segment revenues and
cost of products sold as follows:
(IN THOUSANDS) 2000 1999 1998
-------------- -------- -------- --------
Fresh fruit................................... $166,057 $194,936 $161,407
Fresh vegetables.............................. 72,357 71,208 73,762
Fresh-cut flowers............................. 345 278 --
-------- -------- --------
238,759 266,422 235,169
======== ======== ========
The change in presentation had no impact on the Company's reported gross
margin, operating income or net income.
AGRICULTURAL COSTS: Recurring agricultural costs for bananas, pineapples
and flowers are charged to operations as incurred. Such recurring costs related
to other crops are recognized when the crops are harvested and sold.
Non-recurring agricultural costs, primarily comprised of soil and farm
improvements
30
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and other long-term crop growing costs, are deferred and amortized over the
estimated production period, currently from two to seven years.
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 cost but allows
for the continuation of the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25 ("APB 25"). As allowed by 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).
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.
NET INCOME PER COMMON SHARE: Basic net income per common share is
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 55.9 million for
2000, 56.9 million for 1999 and 60.0 million for 1998. Diluted net income per
common share is 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 56.0 million for 2000, 56.9 million for 1999 and
60.4 million for 1998.
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 accounting
principles generally accepted in the United States. 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).
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.
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, in accordance with Statement of
Financial Accounting Standards
31
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of."
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).
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
December 30, 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.
As of December 30, 2000, the Company had entered into certain contracts to
facilitate working capital payments and collections primarily denominated in
euro, British pounds and Swedish krona at weighted-average exchange rates of
$0.90 to the euro, EUR 1.53 to the pound and SEK 8.41 to the euro, respectively,
for an aggregate contractual value of $39 million, which approximated their
aggregate fair value. These fixed-rate contracts have settlement dates during
2001. Also as of December 30, 2000, the Company had received stock warrants in
two privately-held companies through which the Company sells a portion of its
products. The Company can, at its option, purchase 2 million shares upon their
public registration at a weighted-average price of $5.75 per share. The Company
estimated that the fair value of these warrants was not significant as of
December 30, 2000.
In 1998, the Company had contracted to purchase German marks primarily at
fixed exchange rates to facilitate payment for the purchase of two German-made
refrigerated container vessels. In the fourth quarter of 1999, instead of
purchasing the vessels, the Company entered into an operating lease for them. In
the fourth quarter of 1999, these currency exchange contracts were terminated
resulting in a pre-tax charge to operating income of approximately $2 million.
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 $8 million in 2000, $9 million in 1999
and $5 million in 1998. 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
32
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
liabilities shown in the Consolidated Statements of Cash Flows excludes the
effects of foreign currency translation. Such translation reduced assets and
liabilities by $34 million and $14 million, respectively, during 2000 and by
$39 million and $17 million, respectively, during 1999.
USE OF ESTIMATES: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States 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 2000 presentation.
NOTE 3--ACQUISITIONS
In 2000 and 1999, the Company increased its ownership of its Honduran
beverage business to 93%. At the beginning of 1999, the Company acquired and
invested in banana production and distribution operations in Latin America and
Asia. The cash purchase price of acquisitions and investments made by the
Company totaled approximately $2 million in 2000 and $17 million in 1999, 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 goodwill of approximately $14 million in 1999;
goodwill in 2000 was not significant. The goodwill is being amortized over a
period of up to 20 years. In 1999, the fair values of assets acquired, including
goodwill, and liabilities assumed were $50 million and $33 million,
respectively. Pro forma results of acquired operations were not significant in
the year prior to acquisition.
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 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.
NOTE 4--SPECIAL GAINS AND CHARGES
GAIN ON SALE OF CITRUS ASSETS: On September 27, 2000, the Company sold the
assets of its citrus operations located in California and Arizona for
approximately $55 million. Production assets were transferred to the buyer in
the third quarter of 2000 for cash proceeds of $45 million, resulting in a net
gain
33
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--SPECIAL GAINS AND CHARGES (CONTINUED)
of $8 million. The remaining $10 million of proceeds were for secured grower
contracts, approximately half of which were transferred to the buyer in the
fourth quarter of 2000, resulting in a net gain of $1 million. The combined
$9 million net gain has been reported on a separate line in the Consolidated
Statements of Income. Title to the remaining grower contracts was transferred at
near book value in the first quarter of 2001.
BUSINESS DOWNSIZING CHARGES: Due largely to continuing oversupply and other
market conditions in the banana business and market dynamics in certain North
American-sourced fresh produce businesses, the Company implemented a plan during
the latter part of 1999 to downsize certain of its global operations, primarily
in its fresh fruit segment, and to initiate an early retirement program. In
connection with its plan, the Company recorded a $48 million charge in the
fourth quarter of 1999, which was reported on a separate line in the
Consolidated Statements of Income.
The $48 million charge included costs to reduce the Company's productive
capacity and distribution infrastructure in its fresh fruit operations,
primarily bananas. In Latin America, the Company ceased operations in Nicaragua
and Venezuela and terminated certain ship charters and grower contracts. In its
European operations, the Company closed certain production and distribution
sites and sales offices. In North America, the Company exited its citrus
business in Florida and its almond processing business in California. Costs to
sever 1,483 employees were included in this plan, of which 1,464 employees had
been severed as of December 30, 2000. The Company's early retirement program
resulted in the termination of 92 employees.
Included in the $48 million charge was $31 million of accrued costs
primarily related to the severance and early retirement of employees as well as
the termination of certain ship charters and grower contracts. In connection
with its early retirement program, the Company recognized net expenses of
$11 million (see Note 8).
The amounts recorded, utilized and to be utilized as of December 30, 2000 in
each asset, liability and expense category are as follows:
1999 UTILIZED TO BE
(IN THOUSANDS) CHARGE TO DATE UTILIZED
-------------- -------- -------- --------
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 15,577 556
Contract terminations........................... 10,306 9,574 732
Other accrued costs............................. 4,237 3,758 479
------- ------- ------
Total business downsizing charge................ 48,462 46,695 1,767
======= ======= ======
In the second quarter of 2000, the early retirement of employees became
effective, and the related $11 million of early retirement benefits were
transferred from accrued liabilities to non-current accrued pension cost. As of
December 30, 2000, accrued costs of $2 million remain to be utilized for
contractual payments associated with closing citrus operations in Florida and
contractual severance and closing costs related to sites in Europe. Terms of
these remaining contractual obligations extend into 2003.
34
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--SPECIAL GAINS AND CHARGES (CONTINUED)
In the third quarter of 2000, the Company initiated a plan to further
downsize its fresh fruit operations, including the complete shutdown of certain
activities. In connection with its plan, the Company recorded a $46 million
charge, which was reported on a separate line in the Consolidated Statements of
Income. The $46 million charge includes costs to further reduce the Company's
existing productive capacity in its banana operations in Latin America and Asia.
The Company is also shutting down its melon and citrus farming activities in
Honduras and downsizing its distribution network in Europe. In its Latin
American banana operations, the Company is closing select production sites,
severing certain employee arrangements, terminating certain contracts with
independent growers and divesting its controlling interest in a production joint
venture in South America. In its Asian banana operations, the Company is exiting
production on select agricultural lands and terminating certain employees and
contracts with independent growers. In its European operations, the Company is
reducing its sales force and administrative staff, primarily in northern Europe.
A total of 4,880 employees in the Company's operations are being severed under
these plans, of which 4,705 have been severed as of December 30, 2000.
The amounts recorded, utilized and to be utilized as of December 30, 2000 in
each asset, liability and expense category are as follows:
2000 UTILIZED TO BE
(IN THOUSANDS) CHARGE TO DATE UTILIZED
-------------- -------- -------- --------
Receivables and other assets..................... $ 5,155 $ 5,155 $ --
Inventories...................................... 3,153 3,153 --
Property, plant and equipment.................... 12,430 12,430 --
Goodwill......................................... 7,376 7,376 --
Accrued liabilities:
Severance costs.................................. 10,308 6,465 3,843
Contract terminations............................ 4,570 25 4,545
Other accrued costs.............................. 2,769 294 2,475
------- ------- -------
Total business downsizing charge................. 45,761 34,898 10,863
======= ======= =======
A minor portion of the accrued costs for contractual payments associated
with reductions in the Company's European and Asian operations extend into 2002.
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 ("Mitch"). The charge was reported on a separate
line in the Consolidated Statements of Income. Mitch 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.
Included in the charge was $62 million related to property, plant and
equipment, which consists of $24 million of asset write-offs for property
destroyed and $38 million of assets impaired by Mitch. 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 accounting principles generally
accepted in the United States, and accordingly, an impairment loss was
recognized.
35
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--SPECIAL GAINS AND CHARGES (CONTINUED)
In 1999, the Company received additional insurance proceeds of $53 million
and incurred $25 million of additional rehabilitation expenses, which were
reported net on a separate line in the Consolidated Statements of Income. In
2000, the Company received additional insurance proceeds of $53 million in final
settlement of substantially all insurance claims related to losses sustained
from Mitch. These proceeds were offset by claims-preparation and other
Mitch-related costs. The net proceeds of $43 million received in 2000 have been
reported on a separate line in the Consolidated Statements of Income.
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, reductions in grower receivable recovery estimates, incremental
freeze protection activities and the severance of 29 employees as a direct
result of 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. This charge has
been reported on a separate line in the Consolidated Statements of Income. The
loss was largely not covered by insurance.
Included in the $20 million charge was $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 accounting principles generally accepted in the United States,
and accordingly, an impairment loss was recognized.
36
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5--CURRENT ASSETS AND LIABILITIES
Cash equivalents of $1 million as of both December 30, 2000 and January 1,
2000, consisted principally of time deposits. Outstanding checks, which are
funded as presented for payment, totaled $39 million and $32 million as of
December 30, 2000 and January 1, 2000, respectively, and were included in
accounts payable.
Details of certain current assets were as follows:
(IN THOUSANDS) 2000 1999
-------------- -------- --------
Receivables
Trade................................................. $499,584 $500,193
Notes and other....................................... 107,040 116,250
Grower advances....................................... 64,148 63,725
Affiliated operations................................. 22,869 17,765
-------- --------
693,641 697,933
Allowance for doubtful accounts....................... (109,842) (97,262)
-------- --------
583,799 600,671
======== ========
Inventories
Finished products..................................... $168,112 $175,574
Raw materials and work in progress.................... 155,310 181,690
Crop growing costs.................................... 62,591 55,221
Operating supplies and other.......................... 96,369 112,090
-------- --------
482,382 524,575
======== ========
Included in notes receivable as of January 1, 2000 was a $10 million note
from Castle & Cooke, Inc., a Hawaii corporation privately held by David H.
Murdock, bearing interest at the rate of 7% per annum, which was due and
collected in December 2000. Accrued liabilities as of December 30, 2000 and
January 1, 2000 included $76 million and $88 million, respectively, of amounts
due to growers, $48 million and $53 million, respectively, of marketing and
advertising costs and $40 million and $36 million, respectively, of materials
and supplies costs.
NOTE 6--PROPERTY, PLANT AND EQUIPMENT AND OTHER LONG-LIVED ASSETS
Major classes of property, plant and equipment were as follows:
(IN THOUSANDS) 2000 1999
-------------- ---------- ----------
Land and land improvements.................................. $ 448,827 $ 449,490
Buildings and improvements.................................. 342,472 335,363
Machinery and equipment..................................... 1,046,410 1,062,961
Construction in progress.................................... 82,700 92,032
---------- ----------
1,920,409 1,939,846
Accumulated depreciation.................................... (865,249) (814,457)
---------- ----------
1,055,160 1,125,389
========== ==========
37
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--PROPERTY, PLANT AND EQUIPMENT AND OTHER LONG-LIVED ASSETS (CONTINUED)
Depreciation expense for 2000, 1999 and 1998 totaled $115 million,
$109 million and $103 million, respectively. Goodwill amortization expense for
2000, 1999 and 1998 totaled $13 million, $14 million and $9 million,
respectively. As of December 30, 2000 and January 1, 2000, accumulated
amortization of goodwill totaled $44 million and $31 million, respectively.
NOTE 7--DEBT
Long-term debt consisted of the following amounts:
(IN THOUSANDS) 2000 1999
-------------- ---------- ----------
Unsecured debt
Notes payable to banks at an average interest rate of 7.3%
(6.6% in 1999).......................................... $ 333,000 $ 234,000
6.75% notes due 2000...................................... -- 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 2001-2007 at an average interest
rate of 10.3% (7.6% in 1999)............................ 27,332 43,649
Secured debt
Mortgages, contracts and notes due 2001-2012, at an
average interest rate of 7.1% (6.0% in 1999)............ 11,891 19,661
Unamortized debt discount and issuance costs................ (1,643) (2,048)
---------- ----------
1,145,580 1,295,262
Current maturities.......................................... (9,947) (9,546)
---------- ----------
1,135,633 1,285,716
========== ==========
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 $775 million in 2000 and $1,000 million in 1999) was
approximately $695 million as of December 30, 2000 and $891 million as of
January 1, 2000.
In July 1998, the Company extended its five-year, $400 million revolving
credit facility (the "Long-term Facility") to 2003. At the Company's option,
borrowings under the Long-term Facility bear interest at a certain percentage
over the agent's prime rate or the London Interbank Offered Rate ("LIBOR").
Provisions under the Long-term 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 December 30, 2000, the Company was in compliance with these
covenants. The Company had $320 million and $180 million outstanding under the
Long-term Facility as of December 30, 2000 and January 1, 2000, respectively.
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 Long-term
Facility. Net borrowings outstanding under the Company's uncommitted lines of
credit totaled $13 million and $54 million as of December 30, 2000 and
January 1, 2000, respectively.
In July 2000, the Company entered into a $250 million, 364-day revolving
credit facility (the "364-day Facility"). At the Company's option, borrowings
under the 364-day Facility bear interest at a certain percentage over the
agent's prime rate, LIBOR, or the Federal Funds rate. The 364-day Facility
provides
38
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--DEBT (CONTINUED)
the Company with additional liquidity to meet its short-term financing needs.
There was no outstanding balance under this facility as of December 30, 2000.
In July 2000, the Company repaid its $225 million, 6.75% notes, which
matured on July 15, 2000. As of January 1, 2000, these notes had been classified
as long-term due to the Company's ability and intent as of that date to
refinance the maturity using a long-term instrument. The Company financed
$40 million of this maturity under its 364-day Facility, which was subsequently
repaid. The remaining $185 million was financed under the Company's Long-term
Facility.
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 Long-term Facility and to
fund acquisitions during the fourth quarter of 1998.
Maturities with respect to long-term debt as of December 30, 2000 were as
follows (in millions): 2001 - $10; 2002 - $11; 2003 - $642; 2004 - $5; 2005 -
$301; and thereafter - $177. Notes payable consisted primarily of short-term
borrowings required to fund certain foreign operations and totaled $35 million
with a weighted-average interest rate of 5.5% as of December 30, 2000 and
$30 million with a weighted-average interest rate of 11.4% as of January 1,
2000.
Interest payments totaled $96 million, $90 million and $67 million during
2000, 1999 and 1998, 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 general 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.
39
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:
INTERNATIONAL
U.S. PENSION PLANS PENSION PLANS OPRB PLANS
------------------- ------------------- -------------------
(IN THOUSANDS) 2000 1999 2000 1999 2000 1999
-------------- -------- -------- -------- -------- -------- --------
Change in projected benefit
obligation
Benefit obligation at beginning
of year...................... $314,201 $302,088 $ 35,251 $ 33,940 $ 64,691 $ 67,924
Service cost................... 4,422 4,580 1,911 2,094 225 191
Interest cost.................. 22,696 20,117 4,017 4,174 4,862 4,750
Participant contributions...... -- -- 20 23 -- --
Plan amendments................ -- (1,762) 30 19 (1,356) --
Exchange rate changes.......... -- -- (4,862) (1,502) -- --
Actuarial loss (gain).......... (9,537) 2,930 349 (94) 760 (4,348)
Curtailments, settlements and
terminations, net............ -- 9,430 -- (1,089) -- 1,710
Benefits paid.................. (24,037) (23,182) (5,425) (2,314) (5,843) (5,536)
-------- -------- -------- -------- -------- --------
Benefit obligation at end of
year......................... 307,745 314,201 31,291 35,251 63,339 64,691
======== ======== ======== ======== ======== ========
Change in plan assets
Fair value of plan assets at
beginning of year............ $355,780 $307,375 $ 2,169 $ 2,029 -- --
Actual return on plan assets... (23,726) 65,723 182 251 -- --
Company contributions.......... 1,537 5,864 5,397 4,311 $ 5,843 $ 5,536
Participant contributions...... -- -- 20 23 -- --
Exchange rate changes.......... -- -- (413) (80) -- --
Settlements.................... -- -- -- (2,051) -- --
Benefits paid.................. (24,037) (23,182) (5,425) (2,314) (5,843) (5,536)
-------- -------- -------- -------- -------- --------
Fair value of plan assets at
end of year.................. 309,554 355,780 1,930 2,169 -- --
======== ======== ======== ======== ======== ========
Funded status.................. $ 1,809 $ 41,579 $(29,361) $(33,082) $(63,339) $(64,691)
Unrecognized net loss (gain)... 2,612 (40,003) 1,359 1,894 (19,343) (21,759)
Unrecognized prior service cost
(benefit).................... 2,619 2,687 2,375 3,046 (2,234) (1,074)
Unrecognized net transition
obligation (asset)........... (143) (344) 1,129 1,440 -- --
-------- -------- -------- -------- -------- --------
Net amount recognized.......... 6,897 3,919 (24,498) (26,702) (84,916) (87,524)
======== ======== ======== ======== ======== ========
Net amount recognized in the
Consolidated Balance Sheets
Prepaid benefit cost........... $ 17,109 $ 14,078 -- -- -- --
Accrued benefit liability...... (15,933) (14,150) $(27,255) $(27,297) $(84,916) $(87,524)
Intangible asset............... 1,842 2,046 1,366 63 -- --
Accumulated other comprehensive
income....................... 3,879 1,945 1,391 532 -- --
-------- -------- -------- -------- -------- --------
6,897 3,919 (24,498) (26,702) (84,916) (87,524)
======== ======== ======== ======== ======== ========
40
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 both 2000 and 1999 and assumed rates of
increase in future compensation levels of 4.5% in both 2000 and 1999. The
expected long-term rate of return on assets was 9.25% in both 2000 and 1999. For
international plans, the projected benefit obligation was determined using
assumed discount rates of 7.5% to 20.0% in both 2000 and 1999 and assumed rates
of increase in future compensation levels of 4.5% to 17.5% in both 2000 and
1999. The expected long-term rate of return on assets for international plans
was 9.25% to 20.0% in both 2000 and 1999.
The accumulated plan benefit obligation ("APBO") for the Company's OPRB
plans in 2000 was determined using an assumed annual rate of increase in the per
capita cost of covered health care benefits of 7.5% in 2001 decreasing to 5.0%
in 2006 and thereafter. The annual rate of increase assumed in the 1999 APBO was
8.0% in 2000 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 December 30, 2000 by approximately
$5 million and would have increased the service and interest cost components of
postretirement benefit expense for 2000 by less than $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 December 30, 2000 by
approximately $5 million and would have decreased the service and interest cost
components of postretirement benefit expense for 2000 by less than $1 million,
in aggregate. The assumed weighted-average discount rate used in determining the
APBO was 7.5% for the U.S. and international plans in both 2000 and 1999.
The Company's U.S. ERISA Excess Plan had an APBO of $12 million in both 2000
and 1999. Due to the nature of the 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 $23 million in
2000 and $17 million in 1999.
The components of net periodic benefit cost for the U.S. and international
plans were as follows:
PENSION PLANS OPRB PLANS
------------------------------ ------------------------------
(IN THOUSANDS) 2000 1999 1998 2000 1999 1998
-------------- -------- -------- -------- -------- -------- --------
Components of net periodic benefit
cost
Service cost........................ $ 6,333 $ 6,674 $ 6,064 $ 225 $ 191 $ 186
Interest cost....................... 26,713 24,291 23,571 4,862 4,750 5,031
Expected return on plan assets...... (26,959) (24,386) (22,712) -- -- --
Amortization of:
Unrecognized net loss (gain)...... (17) 1,110 500 (1,473) (770) (799)
Unrecognized prior service cost
(benefit)....................... 362 423 681 (196) (334) (333)
Unrecognized net transition
asset........................... (75) (45) (29) -- -- --
Curtailment, settlements and
terminations, net............... -- 10,967 -- -- 1,710 --
-------- -------- -------- ------- ------ ------
6,357 19,034 8,075 3,418 5,547 4,085
======== ======== ======== ======= ====== ======
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
41
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--EMPLOYEE BENEFIT PLANS (CONTINUED)
curtailment gain of $2 million. The net amount of $11 million has been reported
as a component of the Company's 1999 business downsizing charge (see Note 4).
The Company recognized net curtailment losses of $2 million in 1999 for
international plans. These losses were due to additional benefit payments
resulting from reductions in workforce.
The Company offers defined contribution plans to eligible employees. Such
employees may defer a percentage of their annual compensation primarily to
supplement their retirement income. Certain of these plans provide for Company
contributions based on a percentage of each participant's contribution, subject
to a maximum contribution by the Company. Company contributions to its defined
contribution plans totaled $7 million in 2000 and 1999 and $3 million in 1998.
The Company is also a party to various industry-wide collective bargaining
agreements that provide pension benefits. Total contributions to these plans and
direct payments to pensioners were approximately $1 million in 2000, 1999 and
1998.
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.
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.
In 2000, the Company granted 712,572 stock options, of which 638,950 shares
were granted at market price (weighted-average price of $12.91) and 73,622
shares were granted at a price exceeding market price (weighted-average price of
$34.20). On March 13, 2000, 6,000 shares of non-vested stock awards were issued
and remained outstanding at December 30, 2000. No stock appreciation rights or
performance share awards were outstanding at December 30, 2000.
42
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9--STOCK OPTIONS AND AWARDS (CONTINUED)
Changes in outstanding stock options were as follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------- -------------------------
WEIGHTED- WEIGHTED-
SHARES AVERAGE PRICE SHARES AVERAGE PRICE
--------- ------------- --------- -------------
January 3, 1998................................ 2,368,784 $33.51 1,284,866 $29.78
Granted at market price........................ 595,682 52.31 -- --
Exercised...................................... (413,016) 29.56 -- --
Canceled....................................... (158,587) 39.09 -- --
---------
January 2, 1999................................ 2,392,863 38.50 1,286,370 32.34
Granted at market price........................ 1,337,050 21.49 -- --
Exercised...................................... (27,061) 26.48 -- --
Canceled....................................... (393,309) 36.72 -- --
---------
January 1, 2000................................ 3,309,543 31.94 1,224,071 33.85
Granted at or above market price............... 712,572 15.11 -- --
Exercised...................................... -- -- -- --
Canceled....................................... (327,251) 33.02 -- --
---------
December 30, 2000.............................. 3,694,864 28.60 1,409,796 33.71
=========
The following table summarizes information about stock options outstanding
as of December 30, 2000:
(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
------------------------ ----------- --------- --------- ----------- ---------
$12.69 to $16.75.......................... 1,246 9.2 $13.64 69 $14.47
25.32 to 32.50............................ 1,066 5.8 27.85 578 27.50
34.31 to 44.25............................ 920 4.6 37.79 624 37.43
50.19 to 54.81............................ 463 7.2 52.33 139 52.36
----- --- ------ ----- ------
12.69 to 54.81............................ 3,695 6.8 28.60 1,410 33.71
===== === ====== ===== ======
The fair value of each stock option granted during 2000, 1999 and 1998 was
estimated on the date of grant using the Black-Scholes option pricing model with
the following weighted-average assumptions:
2000 1999 1998
-------- -------- --------
Dividend yields............................................. 2.9% 2.1% 0.8%
Expected volatility......................................... 32.6% 30.8% 28.0%
Risk free interest rates.................................... 5.9% 5.8% 5.7%
Expected lives.............................................. 7 years 10 years 10 years
Weighted-average fair values................................ $ 4.02 $ 8.78 $ 25.02
The Company accounts for employee stock-based compensation related to the
Option Plans under APB 25. As the Company's stock options were granted at or
above market price on the date of grant, no
43
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9--STOCK OPTIONS AND AWARDS (CONTINUED)
compensation costs were recognized in the accompanying Consolidated Statements
of Income for 2000, 1999 and 1998. Had compensation costs been determined under
SFAS 123, pro forma net income and net income per common share would have been
as follows:
(IN THOUSANDS, EXCEPT PER-SHARE DATA) 2000 1999 1998
------------------------------------- -------- -------- --------
Net income.................................................. $64,981 $44,530 $6,299
Net income per share--basic................................. 1.16 0.78 0.10
Net income per share--diluted............................... 1.16 0.78 0.10
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 December 30, 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 December 30, 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 December 30, 2000, approximately 3.3 million shares remain
authorized for repurchase under the Company's stock repurchase program.
44
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10--SHAREHOLDERS' EQUITY (CONTINUED)
Comprehensive income (see Note 2) and changes in shareholders' equity were
as follows:
ACCUMULATED
COMMON ADDITIONAL OTHER TOTAL COMMON
SHARES COMMON PAID-IN RETAINED COMPRE- SHAREHOLDERS' COMPREHENSIVE
(IN THOUSANDS, EXCEPT SHARE DATA) OUTSTANDING STOCK CAPITAL EARNINGS HENSIVE LOSS EQUITY INCOME
--------------------------------- ----------- -------- ---------- -------- ------------ ------------- --------------
Balance, January 3, 1998........ 60,064,447 $320,707 $174,058 $259,456 $(87,749) $666,472
Net Income.................... -- -- -- 12,079 -- 12,079 $12,079
Cash dividends declared
($.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
($.40 per share)............ -- -- -- (22,743) -- (22,743) --
Translation adjustments....... -- -- -- -- (22,052) (22,052) (22,052)
Additional minimum pension
liability adjustments....... -- -- -- -- (2,477) (2,477) (2,477)
Issuance of common stock...... 28,584 28 688 -- -- 716 --
Repurchase of common stock.... (3,487,200) (3,487) (88,408) -- -- (91,895) --
---------- -------- -------- -------- -------- -------- -------
Comprehensive income--1999...... -- -- -- -- -- -- 24,015
=======
Balance, January 1, 2000........ 55,835,283 316,478 56,795 273,309 (114,657) 531,925
Net Income.................... -- -- -- 67,655 -- 67,655 67,655
Cash dividends declared
($.40 per share)............ -- -- -- (22,338) -- (22,338) --
Translation adjustments....... -- -- -- -- (19,788) (19,788) (19,788)
Additional minimum pension
liability adjustments....... -- -- -- -- (2,793) (2,793) (2,793)
Issuance of common stock...... 9,570 10 117 -- -- 127 --
---------- -------- -------- -------- -------- -------- -------
Comprehensive income--2000...... -- -- -- -- -- -- 45,074
=======
Balance, December 30, 2000...... 55,844,853 316,488 56,912 318,626 (137,238) 554,788
========== ======== ======== ======== ======== ========
45
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11--CONTINGENCIES
As of December 30, 2000, the Company was guarantor of $72 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 incidental to its operations, both as plaintiff and defendant. In the
opinion of management, after consultation with legal counsel, none of such
claims is expected to have a material adverse effect on the Company's financial
position or results of operations.
NOTE 12--LEASE COMMITMENTS
The Company has obligations under non-cancelable operating leases, primarily
for ship charters and containers, 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 rental
expense, including rents related to short-term cancelable leases was
$150 million, $167 million and $151 million (net of sublease income of
$10 million, $9 million and $9 million) for 2000, 1999 and 1998, respectively.
As of December 30, 2000, the Company's aggregate non-cancelable minimum
rental commitments, before sublease income, were as follows (in millions);
2001--$116; 2002--$195; 2003--$108; 2004--$149; 2005--$26; and thereafter--$171.
Total future sublease income is $28 million.
NOTE 13--INCOME TAXES
Income tax expense (benefit) was as follows:
(IN THOUSANDS) 2000 1999 1998
-------------- -------- -------- --------
Current
Federal, state and local.................................. $ 2,015 $(13,506) $ 19,427
Foreign................................................... 25,493 19,791 19,061
------- -------- --------
27,508 6,285 38,488
------- -------- --------
Deferred
Federal, state and local.................................. 6,379 6,514 (29,407)
Foreign................................................... (2,050) 901 (3,881)
------- -------- --------
4,329 7,415 (33,288)
------- -------- --------
31,837 13,700 5,200
======= ======== ========
Income before taxes attributable to foreign operations were $56 million,
$100 million and $44 million for 2000, 1999 and 1998, respectively.
Undistributed earnings of foreign subsidiaries, which have been or are intended
to be permanently invested, totaled $1.4 billion at December 30, 2000 and
January 1, 2000.
46
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:
(IN THOUSANDS) 2000 1999 1998
-------------- -------- -------- --------
Expense computed at U.S. federal statutory income tax
rate...................................................... $ 34,822 $ 21,785 $ 6,048
Foreign income taxed at different rates..................... (10,012) (12,915) (28,097)
Dividends from subsidiaries................................. -- -- 486
State and local income tax, net of federal income tax
benefit................................................... 1,698 757 762
Interest on prior years taxes............................... -- 3,306 (3,752)
Hurricane losses taxed at different rates................... -- -- 9,886
Valuation allowance on foreign losses....................... 7,479 (98) 18,742
Principal refund of prior years taxes....................... (3,376) -- --
Other....................................................... 1,226 865 1,125
-------- -------- --------
Reported income tax expense................................. 31,837 13,700 5,200
======== ======== ========
Total income tax payments, net of refunds, for 2000, 1999 and 1998 were
$24 million, $12 million and $37 million, respectively. The Company's effective
tax rate was 32%, 22% and 30% for 2000, 1999 and 1998, respectively.
Deferred tax assets (liabilities) were comprised of the following:
(IN THOUSANDS) 2000 1999 1998
-------------- -------- -------- --------
Operating reserves.......................................... $ 79,120 $ 52,455 $ 40,526
Accelerated depreciation.................................... (21,286) (23,092) (16,538)
Inventory valuation methods................................. 2,846 3,422 4,699
Effect of differences between book values assigned in prior
acquisitions and historical tax values.................... (30,736) (35,378) (34,032)
Postretirement benefits..................................... 33,061 33,541 34,098
Current year acquisitions................................... -- -- (114)
Tax credit carryforward..................................... 5,459 3,667 1,263
Net operating loss carryforward............................. 74,461 103,293 109,106
Reserves for hurricane losses............................... 7,740 8,820 13,962
Valuation allowance on foreign losses....................... (26,123) (18,644) (18,742)
Other, net.................................................. (22,396) (21,796) (21,113)
-------- -------- --------
102,146 106,288 113,115
======== ======== ========
The Company has recorded deferred tax assets of $74 million reflecting the
benefit of $224 million in net operating loss carryforwards. These amounts
include $61 million of deferred tax assets related to $173 million of federal
and state net operating loss carryforwards, which will, if unused, begin to
expire in 2009. The remainder relates to foreign net operating loss
carryforwards, which will, if unused, begin to expire in 2001.
A valuation allowance was established to offset the deferred tax assets
related to foreign net operating loss carryforwards, hurricane losses and
certain other foreign reserves. The Company has deemed it more
47
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--INCOME TAXES (CONTINUED)
likely than not that future taxable income in the relevant foreign taxing
jurisdictions will not be sufficient to realize the related income tax benefits
for these assets.
The tax credit carryforward amount of $5 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 will begin to expire in 2008.
Total deferred tax assets and deferred tax liabilities were as follows:
(IN THOUSANDS) 2000 1999 1998
-------------- --------- --------- ---------
Deferred tax assets......................................... $ 228,688 $ 234,521 $ 238,212
Deferred tax liabilities.................................... (126,542) (128,233) (125,097)
--------- --------- ---------
102,146 106,288 113,115
========= ========= =========
The Company had been previously contingently liable with respect to certain
tax credits sold to Norfolk 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. Flexi-Van and Norfolk have reached a final settlement. Norfolk has also
released and discharged Flexi-Van and the Company from any and all action
related to this matter, effective January 29, 2001.
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 could be material if resolved unfavorably.
However, as of December 30, 2000, management considered it unlikely that the
resolution of any such matters would have a 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 vegetable 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 fruit, 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. These reportable segments are managed separately due to
differences in their products, production processes, distribution channels, and
customer bases.
48
DOLE FOOD 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:
(IN THOUSANDS) 2000 1999 1998
-------------- ---------- ---------- ----------
Revenue
Fresh fruit............................................ $2,764,731 $2,905,311 $2,530,740
Fresh vegetables....................................... 885,597 768,869 716,387
Processed foods........................................ 874,995 882,823 834,966
Fresh-cut flowers...................................... 200,562 201,656 66,688
Other operating segments............................... 37,243 35,502 40,210
---------- ---------- ----------
4,763,128 4,794,161 4,188,991
========== ========== ==========
EBIT
Fresh fruit............................................ $ 47,297 $ 60,613 $ 110,505
Fresh vegetables....................................... 77,084 48,092 49,418
Processed foods........................................ 108,397 97,781 89,462
Fresh-cut flowers...................................... 293 (4,886) 2,620
Other operating segments............................... (878) 678 168
---------- ---------- ----------
Total operating segments............................... 232,193 202,278 252,173
Corporate and other.................................... (39,914) (26,619) (45,951)
Special gains and charges.............................. 5,323 (20,576) (120,000)
---------- ---------- ----------
197,602 155,083 86,222
========== ========== ==========
Assets
Fresh fruit............................................ $1,494,214 $1,657,731 $1,516,551
Fresh vegetables....................................... 354,279 352,008 361,544
Processed foods........................................ 617,248 636,974 591,188
Fresh-cut flowers...................................... 278,704 263,754 270,397
Other operating segments............................... 21,546 18,313 16,181
---------- ---------- ----------
Total operating segments............................... 2,765,991 2,928,780 2,755,861
Corporate and other.................................... 78,727 105,678 159,192
---------- ---------- ----------
2,844,718 3,034,458 2,915,053
========== ========== ==========
49
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 14--BUSINESS SEGMENTS (CONTINUED)
(IN THOUSANDS) 2000 1999 1998
-------------- ---------- ---------- ----------
Depreciation and amortization
Fresh fruit............................................ $ 77,281 $ 77,187 $ 75,993
Fresh vegetables....................................... 14,308 14,566 12,788
Processed foods........................................ 26,548 23,211 21,864
Fresh-cut flowers...................................... 9,176 9,795 7,629
Other operating segments............................... 683 484 340
Corporate and other.................................... 8,486 6,676 3,444
---------- ---------- ----------
136,482 131,919 122,058
========== ========== ==========
Capital Additions
Fresh fruit............................................ $ 60,485 $ 87,991 $ 79,746
Fresh vegetables....................................... 13,012 17,544 20,724
Processed foods........................................ 27,452 34,923 47,078
Fresh-cut flowers...................................... 15,864 5,514 1,942
Other operating segments............................... 1,589 836 280
Corporate and other.................................... 3,839 11,473 437
---------- ---------- ----------
122,241 158,281 150,207
========== ========== ==========
Note: Corporate and other EBIT includes certain costs related to the
reorganization of the Company's European processed pineapple business in
1998, lower expense levels related to bonuses and self-insurance in 1999,
and write-offs of certain investments and capitalized software costs
offset by the interest portion of a tax refund in 2000. See Note 4 for
details related to special gains and charges.
The Company's revenue from external customers and net property, plant and
equipment by geographic area were as follows:
(IN THOUSANDS) 2000 1999 1998
-------------- ---------- ---------- ----------
Revenue
United States.......................................... $2,128,946 $1,946,001 $1,744,628
Japan.................................................. 594,823 575,494 492,098
Sweden................................................. 362,854 421,153 105,137
Germany................................................ 307,571 369,319 318,787
Honduras............................................... 290,677 283,565 275,050
France................................................. 164,453 212,894 232,429
Other international.................................... 913,804 985,735 1,020,862
---------- ---------- ----------
4,763,128 4,794,161 4,188,991
========== ========== ==========
Property, plant and equipment--net
United States.......................................... $ 350,508 $ 390,651 $ 408,385
Honduras............................................... 135,584 141,063 109,650
Costa Rica............................................. 91,861 97,714 96,293
Colombia............................................... 91,217 101,178 89,279
Philippines............................................ 70,775 75,224 67,061
Oceangoing assets...................................... 62,261 71,710 82,213
Other international.................................... 252,954 247,849 249,404
---------- ---------- ----------
1,055,160 1,125,389 1,102,285
========== ========== ==========
50
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 15--QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table presents summarized quarterly results:
FIRST SECOND THIRD FOURTH
(IN THOUSANDS, EXCEPT PER-SHARE DATA) QUARTER QUARTER QUARTER QUARTER YEAR
------------------------------------- ---------- ---------- ---------- ---------- ----------
2000
Revenue........................... $1,126,328 $1,236,031 $1,338,259 $1,062,510 $4,763,128
Gross margin...................... 189,808 211,566 177,138 147,086 725,598
Net income (loss)................. 36,438 45,085 (7,350) (6,518) 67,655
Net income (loss) per common
share--diluted.................. 0.65 0.81 (0.13) (0.12) 1.21
1999
Revenue........................... $1,152,910 $1,236,976 $1,323,244 $1,081,031 $4,794,161
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
Net loss for the third quarter of 2000 includes a charge related to business
downsizing, net insurance proceeds received related to Mitch and a gain on
citrus assets sold. Net loss for the fourth quarter of 1999 includes a charge
related to business downsizing. Net income (loss) for the four quarters of 1999
include Mitch net insurance proceeds (rehabilitation expenses). The cumulative
total of net income (loss) per common share reported in each quarter of 1999
differs from the full-year amount. The difference is due to the timing and
significance of the special charge recorded in the fourth quarter of 1999
combined with repurchases of the Company's common shares. All quarters have
twelve weeks, except the third quarter, 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 2000 and 1999:
HIGH LOW
--------- ---------
2000
First quarter............................................. $16 3/4 $13 9/16
Second quarter............................................ 20 1/2 15 13/16
Third quarter............................................. 17 3/8 13 1/8
Fourth quarter............................................ 16 3/8 11 15/16
Year...................................................... 20 1/2 11 15/16
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
51
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in Dole's independent public accountants for the
2000 and 1999 fiscal years nor have there been any disagreements with Dole'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 Dole's
directors to appear under the caption "Election of Directors" in Dole's
definitive proxy statement for its 2001 Annual Meeting of Stockholders (the
"2001 Proxy Statement"). See the list of Dole's executive officers and related
information under "Executive Officers of the Registrant," which is set forth in
Item 4 of 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 2001 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 2001 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 2001 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
PAGE
--------
Report of Independent Public Accountants.................... 26
Consolidated Statements of Income--fiscal years ended
December 30, 2000, January 1, 2000 and January 2, 1999.... 27
Consolidated Balance Sheets--December 30, 2000 and
January 1, 2000........................................... 28
Consolidated Statements of Cash Flows--fiscal years ended
December 30, 2000, January 1, 2000 and January 2, 1999.... 29
Notes to Consolidated Financial Statements.................. 30
2. Financial Statement Schedule:
Independent Public Accountants' Report on Financial
Statement Schedule........................................ F-1
Valuation and Qualifying Accounts........................... F-2
52
All other schedules are omitted because they are not applicable, not
required or the information is included elsewhere in the financial statements or
notes thereto.
3. Exhibits:
EXHIBIT
NO.
---------------------
3.1 Restated Articles of Association of Dole, as amended through
October 16, 1991. Incorporated by reference to Exhibit 3.1
to Dole's Annual Report on Form 10-K for the fiscal year
ended January 2, 1999, File No. 1- 4455.
3.2+ By-Laws of Dole, as amended through March 22, 2001.
4.1 Credit Agreement dated as of July 29, 1996 among Dole; 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
Dole's $400 million revolving credit facility. Incorporated
by reference to Exhibit 4.1 to Dole'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 Dole's 7% notes due 2003. Incorporated by
reference to Exhibit 4.2 to Dole'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 $175
million of Dole's 7.875% debentures due 2013. Incorporated
by reference to Exhibit 4.3 to Dole'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 Dole's 6 3/8% notes due 2005. Incorporated by
reference to Exhibit 4.1 to Dole's Current Report on Form
8-K, event date October 1, 1998, File No. 1-4455.
4.5 Indenture dated as of April 15, 1993 between Dole and Chase
Manhattan Bank and Trust Company (formerly Chemical Trust
Company of California). Incorporated by reference to Exhibit
4.1 to Dole'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 Dole and Chase
Manhattan Bank and Trust Company (formerly Chemical Trust
Company of California). Incorporated by reference to Exhibit
4 to Dole'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 and The
Northern Trust Company. Incorporated by reference to Exhibit
4.7 to Dole's Annual Report on Form 10-K for the fiscal year
ended January 2, 1999, File No. 1-4455.
4.8 $250 Million Credit Agreement dated as of July 11, 2000
among Dole Food Company, Inc., Dole Fresh Fruit
International, Limited and Solvest, Ltd., as Borrowers, the
Lenders listed therein, as Lenders, Banc of America
Securities LLC, as Sole Lead Arranger and Sole Book Manager,
Bank of America, N.A., as Administrative Agent, Commerzbank
AG, as Syndication Agent, The Bank Of Nova Scotia, as
Documentation Agent, and Cobank, ACB and Cooperatieve
Centrale Raiffeisen--Boerenleenbank B.A., "Rabobank
Nederland," New York Branch, as Co-Agents. Incorporated by
reference to Exhibit 4 to Dole's Quarterly Report on Form
10-Q for the quarter ended June 17, 2000, File No. 1-4455.
53
EXHIBIT
NO.
---------------------
Executive Compensation Plans and Arrangements--Exhibits
10.1-10.10:
10.1 Dole's 1991 Stock Option and Award Plan, as amended through
July 31, 1997. Incorporated by reference to Exhibit 10.2 to
Dole's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 4, 1997, File No. 1- 4455. This Plan was
amended on March 22, 2001; the March 22, 2001 amendments are
incorporated by reference to Exhibit 10.10, filed herewith.
10.2 Dole's 1982 Stock Option and Award Plan, as amended through
July 31, 1997. Incorporated by reference to Exhibit 10.1 to
Dole's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 4, 1997, File No. 1- 4455. This Plan was
amended on March 22, 2001; the March 22, 2001 amendments are
incorporated by reference to Exhibit 10.10, filed herewith.
10.3 Dole's Supplementary Executive Retirement Plan (effective
January 1, 1989), First Restatement. Incorporated by
reference to Exhibit 10(c) to Dole's Annual Report on Form
10-K for the fiscal year ended December 29, 1990, File No.
1-4455. This Plan was amended on March 22, 2001; the
March 22, 2001 amendments are incorporated by reference to
Exhibit 10.10, filed herewith.
10.4 Dole's 1998 Combined Annual and Long-Term Incentive Plan for
Executive Officers. Incorporated by reference to Exhibit 10
to Dole's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 20, 1998, File No. 1-4455. This Plan was
amended on March 22, 2001; the March 22, 2001 amendments
are incorporated by reference to Exhibit 10.10, filed
herewith.
10.5 Dole's Executive Deferred Compensation Plan. Incorporated by
reference to Exhibit 10.9 to Dole's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, File No.
1-4455. This Plan was amended on March 22, 2001; the
March 22, 2001 amendments are incorporated by reference to
Exhibit 10.10, filed herewith.
10.6 Dole'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 Dole's
Quarterly Report on Form 10-Q for the fiscal quarter ended
October 10, 1998, File No. 1-4455. This Plan was amended on
March 22, 2001; the March 22, 2001 amendments are
incorporated by reference to Exhibit 10.10, filed herewith.
10.7 Dole's Stock Ownership Enhancement Program, as effective
July 31, 1997. Incorporated by reference to Exhibit 10.4 to
Dole's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 4, 1997, File No. 1- 4455.
10.8 Dole's 1995 Non-Employee Directors Stock Option Plan.
Incorporated by reference to Exhibit 4.1 to Dole's
Registration Statement on Form S-8 filed on June 28, 1995,
Registration No. 33-60641. This Plan was amended on
March 22, 2001; the March 22, 2001 amendments are
incorporated by reference to Exhibit 10.10, filed herewith.
10.9 Consulting Agreement dated as of December 16, 1999 between
Dole Food Company, Inc. and Lawrence A. Kern. Incorporated
by reference to Exhibit 10.9 to Dole's Annual Report on
Form 10-K for the fiscal year ended January 1, 2000, File
No. 1-4455.
10.10+ Amendments to Dole Plans, adopted and effective March 22,
2001: 1991 Stock Option and Award Plan; 1982 Stock Option
and Award Plan; Supplementary Executive Retirement Plan;
1998 Combined Annual and Long-Term Incentive Plan for
Executive Officers; Executive Deferred Compensation Plan;
1996 Non-Employee Directors Deferred Stock and Cash
Compensation Plan; and 1995 Non-Employee Directors Stock
Option Plan.
54
EXHIBIT
NO.
---------------------
21+ Subsidiaries of Dole Food Company, Inc.
23+ Consent of Arthur Andersen LLP.
------------------------
+ Filed herewith
(b) Reports on Form 8-K:
No current reports on Form 8-K were filed by Dole during the last quarter of
the year ended December 30, 2000.
55
(This page has been left blank intentionally.)
56
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.
March 27, 2001 DOLE FOOD COMPANY, INC.
Registrant
By: /s/ DAVID H. MURDOCK
-----------------------------------------
David H. Murdock
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ DAVID H. MURDOCK Chairman of the Board and Chief March 27, 2001
--------------------------------- Executive Officer and Director
David H. Murdock
/s/ LAWRENCE A. KERN President and Chief Operating March 27, 2001
--------------------------------- Officer and Director
Lawrence A. Kern
/s/ KENNETH J. KAY Vice President and Chief Financial March 27, 2001
--------------------------------- Officer
Kenneth J. Kay
/s/ GIL BOROK Controller and Chief Accounting March 27, 2001
--------------------------------- Officer (Principal Accounting
Gil Borok Officer)
/s/ DAVID A. DELORENZO Vice Chairman and Director March 27, 2001
---------------------------------
David A. DeLorenzo
/s/ MIKE CURB Director March 27, 2001
---------------------------------
Mike Curb
/s/ RICHARD M. FERRY Director March 27, 2001
---------------------------------
Richard M. Ferry
/s/ JAMES F. GARY Director March 27, 2001
---------------------------------
James F. Gary
/s/ ZOLTAN MERSZEI Director March 27, 2001
---------------------------------
Zoltan Merszei
57
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 auditing standards generally accepted 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 January 29, 2001. 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 consolidated 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 consolidated financial statements taken as a
whole.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
January 29, 2001
F-1
DOLE FOOD COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED DECEMBER 30, 2000
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
-------------- ---------- ---------- ----------- ------------- -----------
YEAR ENDED DECEMBER 30, 2000
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade receivables.................... 48,725 9,984 (49) 8,057 50,603
Notes and other current
receivables........................ 48,537 7,579 5,913 2,790 59,239
Long-term notes and other
receivables........................ 49,763 14,990 (1,136) 5,159 58,458
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
NOTE:
(A) Write-off of uncollectible amounts.
(B) Purchase accounting and transfers among allowance accounts.
F-2