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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 1-4455
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DOLE FOOD COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
HAWAII 99-0035300
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 879-6600
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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New York Stock Exchange
Pacific Stock Exchange
Common Stock, No Par Value
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. /X/
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 18, 1997 was approximately $1,884,647,749.
The number of shares of Common Stock outstanding as of March 18, 1997 was
59,885,934.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1996 Annual Report to Stockholders for the year
ended December 28, 1996 are incorporated by reference into Parts I, II and IV.
Portions of the registrant's definitive Proxy Statement for its 1997 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 28, 1996
TABLE OF CONTENTS
ITEM NUMBER
IN FORM 10-K PAGE
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PART I
1. Business............................................................................... 1
2. Properties............................................................................. 6
3. Legal Proceedings...................................................................... 8
4. Submission of Matters to a Vote of Security Holders; Executive Officers of the
Registrant........................................................................... 8
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters.............. 10
6. Selected Financial Data................................................................ 10
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations........................................................................... 10
8. Financial Statements and Supplementary Data............................................ 10
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure... 10
PART III
10. Directors and Executive Officers of the Registrant..................................... 10
11. Executive Compensation................................................................. 11
12. Security Ownership of Certain Beneficial Owners and Management......................... 11
13. Certain Relationships and Related Transactions......................................... 11
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................ 11
(a) 1. Index to Financial Statements...................................................... 11
2. Index to Financial Statement Schedules............................................. 11
3. Exhibits........................................................................... 12
(b) Reports on Form 8-K.................................................................... 13
14
Signatures............................................................................................
F-1-F-2
Financial Statements and Financial Statement Schedules................................................
PART I
ITEM 1. BUSINESS
Dole Food Company, Inc. was founded in Hawaii in 1851 and was incorporated
under the laws of Hawaii in 1894. Unless the context otherwise requires, Dole
Food Company, Inc. and its consolidated subsidiaries are referred to herein as
the "Company" and "Dole".
The Company's principal executive offices are located at 31365 Oak Crest
Drive, Westlake Village, California 91361, telephone (818) 879-6600. At December
28, 1996, the Company had approximately 46,000 full-time employees worldwide.
The Company is engaged in food production and distribution. Dole is one of the
largest companies engaged in the worldwide sourcing, growing, processing,
distributing and marketing of high quality, branded fresh produce. The Company
sources, grows, processes or markets fruits, vegetables, nuts and beverages in
the following locations: North America, Latin America, Asia and Europe.
The Company's food operations are described below. For detailed financial
information with respect to the Company's business and its operations, see the
Company's Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements, which are included in its 1996 Annual Report
for the fiscal year ended December 28, 1996 (the "Dole Annual Report") and
incorporated by reference in Part II of this report.
FOOD
GENERAL
Dole is engaged in the worldwide sourcing, growing, processing, distributing
and marketing of high quality, branded fresh produce. Dole provides retail and
institutional customers and other food product companies with high quality
products bearing the DOLE-Registered Trademark- trademark which are produced and
improved through research, agricultural assistance and advanced harvesting,
processing, packing, cooling, shipping and marketing techniques.
Dole is one of the world's largest producers of bananas and pineapples. Dole
is also a major marketer of citrus and table grapes worldwide and an industry
leader in iceberg lettuce, celery, cauliflower and broccoli and in value-added,
pre-cut salads and vegetables. Dole also processes California almonds and dates.
Dole's products are produced both directly on Company-owned or leased land
and through associated producer and independent grower arrangements pursuant to
which Dole provides varying degrees of farming, harvesting, packing, storing,
shipping, stevedoring and marketing services, as well as financing through
advances to growers of certain products. Fresh fruit and vegetable products,
almonds and processed pineapple products are, for the most part, packed and/or
processed directly by Dole.
Dole utilizes product quality, brand recognition, competitive pricing,
effective customer service and consumer marketing programs to enhance its
position within the highly competitive food industry. Consumer and institutional
recognition of the DOLE-Registered Trademark- trademark and related brands and
the association of these brands with high quality food products contribute
significantly to Dole's ability to compete in the markets for fresh fruit and
vegetables, packaged foods and dried fruit and nuts. The Company owns these
trademarks in the United States, Canada and in other countries in which it
conducts business and regards them as important corporate assets with high
recognition and acceptance.
The markets for all of Dole's products are highly competitive. In order to
compete successfully, Dole sources products of high quality and seeks to
distribute them in worldwide markets on a timely basis. Dole's competitors in
the fresh fruit business include a limited number of large international food
companies, as well as a large number of smaller independent food companies,
grower cooperatives and foreign government-sponsored producers which have
intensified competition in recent years. With respect to vegetables, a limited
number of grower-shippers in the United States and Mexico supply a significant
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portion of the domestic fresh vegetable market. However, numerous smaller
independent distributors also compete with Dole in the market for fresh
vegetables. With respect to processed pineapple, Dole competes against a limited
number of large U.S. companies, as well as a substantial number of foreign
competitors and independent canners. Dole's citrus and dried fruit and nut
products compete in North America primarily against large grower processing and
marketing cooperatives with strong brand recognition.
Dole's earnings from its fresh fruit, fresh vegetable and dried fruit and
nut operations are sensitive to fluctuations in the volatile market prices for
these products. Excess supplies often cause severe price competition. Growing
conditions in various parts of the world, particularly weather conditions such
as floods, droughts and freezes, and diseases and pests are primary factors
affecting market prices because of their influence on supply and quality of
product. Other factors affecting Dole's operations include the seasonality of
its supplies, the ability to process products during critical harvest periods,
the timing and effects of ripening, the degree of perishability, the
effectiveness of worldwide distribution systems, the terms of various federal
and state marketing orders, total worldwide industry volumes, the seasonality of
consumer demand, foreign currency exchange fluctuations, foreign importation
restrictions and foreign political risks.
PRODUCTS
Dole sources, distributes and markets fresh fruit products including
bananas, pineapples, table grapes, apples, pears, plums, oranges, grapefruit,
lemons, mangoes, kiwi, tangelos, melons, cherries and other deciduous, tropical
and citrus fruits.
Dole sources, harvests, cools, distributes and markets more than 20
different types of fresh vegetable products, including iceberg lettuce, red and
green leaf lettuce, romaine lettuce, butter lettuce, celery, cauliflower,
broccoli, carrots, brussels sprouts, spinach, red and green onions, asparagus,
snow peas, artichokes, strawberries and raspberries. Dole also markets
value-added products such as iceberg lettuce based salad mixes, specialty
lettuce based salad mixes, complete salad kits which include dressing and
condiments, blends of specialty lettuces, red cabbage, peeled mini-carrots,
shredded carrots, shredded red cabbage and coleslaw.
Dole sources, processes and markets dates and almonds and markets raisins
and prunes.
Dole's fresh fruit and vegetable products and its consumer dried fruit and
nut products are marketed under the DOLE brand, under other brand names owned by
the Company, and, in some cases, under private labels.
Dole produces and markets processed food products including sliced, chunk,
tidbit and crushed pineapple in cans, as well as tropical fruit salad, and
markets mandarin oranges. Dole also markets DOLE-Registered Trademark- canned
pineapple juice and pineapple juice blend beverages and DOLEWHIP-TM-, a
soft-serve, non-dairy dessert, is manufactured and marketed by Precision Food
under license from Dole.
Dole's products are marketed through more than 50 direct selling offices in
North America, approximately 50 in Europe, five in Japan, one each in Hong Kong,
Korea, the Middle East and the Philippines, as well as through independent
brokers.
DOLE NORTH AMERICA
DOLE NORTH AMERICA distributes and markets DOLE-Registered Trademark- fresh
fruits and vegetables, almonds and dates and distributes and markets other
processed food products, including processed pineapple, canned pineapple juices
and pineapple juice blend beverages, in North America.
Dole North America markets bananas and pineapples grown in Latin America,
table grapes grown in the United States, Chile and Mexico, apples and pears
grown in the United States and Chile, melons grown in Costa Rica and Ecuador and
citrus fruit grown in the United States, as well as other deciduous and tropical
fruit grown in the United States, Latin America and Mexico. Fresh pineapple
destined for North
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America is grown by Dole in Hawaii. These products are sold primarily to
wholesalers and retail chains, which in turn resell or distribute them to retail
food stores.
Fresh vegetables marketed by Dole are generally grown by independent growers
in California, Arizona, Colorado and northern and central Mexico. The vegetables
are generally field packed and transported to Dole's central cooling and
distribution facilities. The products are sold to customers in North America,
Asia and Western Europe.
In early 1997 the Company announced its decision to close its raisin and
prune processing facilities. Retail packs of raisins and prunes will be
processed and packed through co-production arrangements pursuant to strict
specifications and under Company supervision designed to ensure consistently
high product quality. Almonds are sourced from independent growers and, to a
lesser extent, produced by Dole North America. They are sold in bulk for cereal,
confectionery and other food processors and to a lesser extent, packaged for the
retail consumer. They are marketed overseas, primarily in Western Europe and
Asia, and domestically.
Dole has an agreement with Nestle Frozen, Refrigerated & Ice Cream
Companies, Inc., a subsidiary of Nestle USA, Inc., 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-, SUNTOPS-TM-, FRESH
LITES-Registered Trademark-, FRUIT 'N YOGURT-TM-, FRUIT 'N SORBET-TM- and FRUIT
'N CREAM-TM- bars and, in the premium novelty category, Fruit Sorbet. Certain
pineapple and pineapple blend fruit juices are obtained through co-production
arrangements with independent manufacturers. Co-producers manufacture these
products pursuant to strict specifications and under Company supervision
designed to ensure consistently high product quality.
DOLE LATIN AMERICA
DOLE LATIN AMERICA sources and transports bananas grown in Colombia, Costa
Rica, Ecuador, Guatemala, Honduras, Nicaragua, Panama and Venezuela for markets
principally in North America, Europe and the Mediterranean.
Fresh pineapples destined for the North American and Western European
markets are grown by Dole Latin America on plantations in Honduras and sourced
from independent producers in Costa Rica. Dole Latin America is continuing to
wind down its fresh pineapple operation in the Dominican Republic.
Dole Latin America sources table grapes, apples, pears and other deciduous
fruit grown in Chile, melons grown in Costa Rica and Ecuador, citrus fruit grown
in Honduras and Argentina, and mangoes from Ecuador, Guatemala, Honduras, Mexico
and Peru for markets in North America, Western Europe and Asia.
Dole operates a fleet of 10 refrigerated containerships and 32 breakbulk
refrigerated ships, of which 22 are Company-owned or bareboat chartered and the
remainder are time chartered. From time to time, excess capacity may be
chartered to others or may carry commercial cargo for third parties.
Dole Latin America conducts other food and beverage operations in Honduras,
including an approximately 81% interest in a beer and soft drink bottling
operation, a bottle crown plant, a plastic injection molding facility used
primarily for the manufacture of beer and soft drink plastic cases, a sugar mill
and sugar cane plantations, as well as a majority interest in an edible oils
refinery, a laundry soap factory, a palm oil extraction operation and a palm oil
plantation. The soft drink bottling operation, which sells its products
primarily in Honduras, competes against other local bottlers. Competition
focuses on product quality, consumer marketing programs and the effectiveness of
the distribution system.
DOLE ASIA
DOLE ASIA sources bananas and pineapples grown in the Philippines and
transports them to markets principally in Asia and the Middle East. Pineapples
used for processed products distributed around the world are grown primarily in
Thailand and the Philippines. Dole Asia also sources DOLE-Registered Trademark-
and
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MOUNTAIN-Registered Trademark- asparagus from the Philippines and distributes
and markets these products in Japan and other Asian countries.
Snow Dole Co., Ltd., a joint venture of Dole and Snow Brand Milk Products
Co., Ltd. of Japan, processes and distributes frozen desserts, canned pineapple
and other processed foods in Japan.
Dole Asia also produces leather-leaf ferns, anthuriums and other tropical
flowers in the Philippines for export to Japan. The winding down of Dole Asia's
shrimp farming operation in the Philippines is continuing.
DOLE EUROPE
DOLE EUROPE is a major importer of bananas and other fresh fruits, dried
fruits, nuts and canned fruits in Europe and the Near East.
Dole Europe operates four regional banana ripening and distribution
companies in France which complement the Company's investment in the largest
French banana producer, with banana plantations in Cameroon, import operations
in France and Spain, and banana ripening in eight regional facilities in France
and three in Spain. Dole Europe owns and operates four regional banana ripening
facilities in Spain. Dole Europe is a minority partner with the Jamaican
Producer Group (the largest banana producer in Jamaica) in the Jamaican
Producers Fruit Distributors Ltd. in the United Kingdom. This banana ripening
and fruit distribution company operates five facilities in the United Kingdom.
This joint venture distributes fresh fruits and bananas under the DOLE brand, as
well as Jamaican bananas, fruits and vegetables direct to retail stores in the
United Kingdom.
Dole Europe is the majority partner, with the Livorno Stevedore Company
C.I.L.P., in a major port discharge and distribution facility in the Italian
port of Livorno. Dole Europe operates three banana ripening facilities and fruit
and vegetable distribution facilities in Italy. Dole Europe operates a major
fresh fruit and vegetable distributor and banana ripener in Northern Germany. A
distribution facility for fresh fruits and banana ripening in Turkey was
completed in 1996.
In February 1996, Dole Europe acquired Pascual Hermanos, a major Spanish
citrus and vegetable producer and exporter.
Dole Europe owns and operates a European dried fruit and nut business which
sources products from around the world for processing and packaging in France
and distribution in France and to other European markets.
RESEARCH AND DEVELOPMENT
Dole's research and development programs concentrate on improvements in
productivity, food safety and 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 improving product
yields and product quality by examining and improving agricultural practices in
all phases of production (such as development of specifically adapted plant
varieties, land preparation, fertilization, cultural practices, pest and disease
control, and post-harvesting, packing, and shipping procedures), and includes
on-site technical services and the implementation and monitoring of recommended
agricultural practices. Specialized machinery is also developed for various
phases of agricultural production and packaging which reduces labor, improves
productivity and efficiency and increases product quality. Agricultural research
is conducted at field facilities primarily in California, Hawaii, Latin America
and Asia.
WORLDWIDE OPERATIONS
Dole has significant 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, Cameroon, the Dominican Republic, Greece, Italy, Ivory Coast, Mexico,
New Zealand, Nicaragua, Panama, Peru, Spain, Syria, Tunisia, Turkey and
Venezuela. Significant volumes
4
of Dole's fresh fruit and packaged products are marketed in Canada, Western
Europe, Japan and the United States, with lesser volumes marketed in New
Zealand, Hong Kong, South Korea, Russia, Australia and certain countries in
Asia, Eastern Europe, Scandinavia, the Middle East and Central and South
America. Exports of Dole's products to these countries, particularly China,
Japan, Russia, South Korea, Taiwan and the Middle East, are subject to various
restrictions which may be increased or reduced in response to international
political pressures, thus affecting Dole's ability to compete in these markets.
Some of Dole's dried fruit and nut products are marketed to Asia and Western
Europe. The European Union ("EU") banana regulations which impose quotas and
tariffs on bananas continue to be in effect. In addition, in 1995, four Latin
American countries (Costa Rica, Colombia, Nicaragua and Venezuela) implemented
an agreement with the EU to receive a specific percentage share of the import
quota. Trade negotiations and discussions continue between the EU, the United
States and the individual banana exporting countries. These trade negotiations
could lead to further changes in the regulations governing banana exports to the
EU. The net impact of these changing regulations on Dole's future results of
operations is not determinable at this time.
Dole's foreign operations are subject to risks of expropriation, civil
disturbances, political unrest, increases in taxes and other restrictive
governmental policies, such as import quotas. Loss of one or more of its foreign
operations could have a material adverse effect on Dole's operating results.
Dole attempts to maintain a cordial working relationship in each country where
it operates. Because Dole's operations are a significant factor in the economies
of certain countries, its activities are subject to intense public and
governmental scrutiny, and may be affected by changes in the status of the host
economies, the makeup of the government or even public opinion in a particular
country.
The Company distributes its products in more than 90 countries throughout
the world. Dole's international sales are usually transacted in U.S. dollars and
major European and Asian currencies, while certain costs are incurred in
currencies different from those that are received from the sale of the product.
Results of operations may be affected by fluctuations in currency exchange rates
in both the sourcing and selling locations.
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 and health authorities. The U.S.
Food and Drug Administration enforces statutory standards regarding the branding
and safety of food products, establishes ingredients and manufacturing
procedures for certain foods, establishes standards of identity for foods and
determines the safety of food substances in the United States. Similar functions
are performed by state, local and foreign governmental entities with respect to
food products produced or distributed in their respective jurisdictions.
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ITEM 2. PROPERTIES
The Company maintains executive offices in Westlake Village, California and
auxiliary executive offices in Los Angeles, California and New York, New York,
all of which are leased from third parties. Dole's various divisions also
maintain headquarters offices in Westlake Village, Bakersfield and Salinas,
California, which are leased from third parties, and in Orland, California and
Wenatchee, Washington, which are owned by the Company. The Company owns its
Latin American regional headquarters building in Costa Rica, as well as offices
in Colombia and Honduras. Dole Europe maintains its European headquarters in
Paris, France and regional offices in Hamburg, Germany, Brussels, Belgium and
Genoa, Italy, which are leased from third parties. Dole Asia maintains offices
in Hong Kong, Manila, the Philippines and Tokyo, Japan, which are leased from
third parties. The inability to renew any of the above office leases by the
Company would not have a material adverse effect on the Company's operating
results. The Company and each of its subsidiaries believe that their property
and equipment are generally well maintained, in good operating condition and
adequate for their present needs.
The following is a description of the Company's significant properties.
DOLE
DOLE NORTH AMERICA
Dole's Hawaii pineapple operations for the fresh produce market are located
on the island of Oahu and total approximately 7,000 acres, 5,500 of which are
owned by the Company and the remainder of which are leased.
Dole produces citrus on approximately 9,000 acres in the San Joaquin Valley
of California owned directly or through partially-owned agricultural
partnerships and on substantial additional acreage under management
arrangements, as well as through independent growing arrangements. Dole also
provides care and management services for approximately 10,000 citrus acres in
Florida. Citrus is packed in six Company-owned or leased packing houses - five
in California and one in Florida. Dole, through a joint venture, also operates a
175,000 square foot packing house in southwest Florida.
Domestic table grapes are sourced from approximately 4,000 acres on four
Company-owned vineyards in the San Joaquin Valley. Domestic table grapes are
fumigated and cooled in two Company-owned facilities in the San Joaquin Valley.
Dole produces wine grapes on approximately 400 acres and stone fruit on
approximately 800 acres of Company-owned property in the San Joaquin Valley. The
Company owns a cherry packing and processing facility in Victor, California.
Dole produces apples and pears directly from five Company-owned orchards on
approximately 1,400 productive acres in Wenatchee and Chelan, Washington as well
as through independent growing arrangements. The Company also owns apple and
pear storage, processing and packing facilities in Wenatchee and Chelan.
The Company owns approximately 1,400 acres of farmland in California and
Arizona, and leases approximately 8,500 acres of farmland in California and
another 4,000 acres in Arizona in connection with Dole's vegetable operations.
The majority of this acreage is farmed under joint growing arrangements with
independent growers, while the remainder is farmed by Dole. The Company owns
cooling, packing and shipping facilities in Yuma, Arizona and the following
California cities: Marina, Holtville, Guadalupe, Gonzales and Huron.
Additionally, the Company has partnership interests in facilities in Yuma,
Arizona and Mexico, and leases facilities in Oxnard, California. The Company
owns state-of-the-art, value-added processing plants in Yuma, Arizona and
Soledad, California.
Dole produces almonds from approximately 850 acres and pistachios from
approximately 3,000 acres of orchards in the San Joaquin Valley, owned by the
Company, or by agricultural partnerships in which the Company has an interest,
or leased. The Company leases approximately 60 acres of date gardens in the
Coachella Valley.
6
The Company owns and operates one almond processing and packing plant and
three almond receiving and storage facilities, all of which are located in the
San Joaquin and Sacramento Valleys. The Company owns and operates a date
processing plant in the Coachella Valley.
The phase-out of the Company's Hawaii sugar operations, first announced in
1994, was completed in 1996. The former sugar plantation consists of
approximately 12,000 acres (approximately 6,200 acres of which are owned and the
remainder of which are leased) which are partially used for diversified
agricultural crops.
Portions of the Company's fresh fruit and vegetable farm properties are
irrigated by surface water supplied by local government agencies using
facilities financed by federal or state agencies, as well as from underground
sources. Water received through federal facilities is subject to acreage
limitations under the 1982 Reclamation Reform Act. The quantity and quality of
these water supplies varies depending on weather conditions and government
regulations. The Company believes that under normal conditions these water
supplies are adequate for current production needs.
DOLE LATIN AMERICA
Dole produces bananas directly from Company-owned plantations in Costa Rica,
Colombia, Honduras and Venezuela as well as through associated producers or
independent growing arrangements in those countries and in Ecuador, Guatemala,
Panama and Nicaragua. The Company owns approximately 40,400 acres in Honduras,
31,400 acres in Costa Rica, 3,600 acres in Colombia and 400 acres in Venezuela.
During 1996 Dole acquired a 50% interest in a Guatemala banana producer which
owns or controls approximately 13,100 acres in Guatemala.
Dole also grows pineapple on approximately 6,000 acres of owned land in
Honduras, primarily for the fresh produce market, and owns a juice concentrate
plant in Honduras for pineapple and citrus.
Dole produces citrus on approximately 650 acres of Company-owned land and
operates a grapefruit packing house in Honduras.
Dole grows grapes, stonefruit, kiwi and pears on approximately 900
Company-owned acres in Chile. Dole owns and operates 11 packing and cold storage
facilities, a corrugated box plant and a wooden grape box plant in Chile.
Dole operates Company-owned corrugated box plants in Colombia, Costa Rica,
Ecuador and Honduras.
The Company has an interest in the following properties in Honduras: an
approximately 81% interest in a beer and soft drink bottling operation, a bottle
crown plant, a plastic injection molding facility used primarily for the
manufacture of beer and soft drink plastic cases and a sugar mill, as well as a
majority interest in an edible oils refinery, a laundry soap factory, a palm oil
extraction operation and 3,800 acres of palm oil plantation.
Dole operates a fleet of 10 refrigerated containerships and 32 breakbulk
refrigerated ships, of which 22 are Company-owned or bareboat chartered and the
remainder are time chartered. The Company also owns or leases approximately
9,500 refrigerated containers and owns or leases approximately 4,000 chassis and
gensets. From time to time, excess capacity may be chartered to others or may
carry commercial cargo for third parties.
DOLE ASIA
Dole operates a pineapple plantation of approximately 25,000 acres in the
Philippines. Originally covered by a grower agreement between Dole and a
government-owned and controlled corporation, approximately 22,000 acres of the
plantation have been transferred to a cooperative of Dole employees that will
acquire the land pursuant to an agrarian reform law. The remaining acreage in
the Philippines is farmed pursuant to farm management contracts. A cannery,
chillroom, juice concentrate plant, corrugated box plant and can manufacturing
plant, each owned by Dole, are located near the plantation.
7
Dole's Thailand subsidiary owns and operates a cannery, can plant and juice
concentrate plant located in central Thailand and a second multi-fruit cannery
in southern Thailand. Through a subsidiary in Thailand controlled by Dole, Dole
grows pineapple on approximately 3,900 acres of leased land and purchases
additional supplies of pineapple in Thailand on the open market.
Dole also 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. With joint
venture partners, Dole Asia is developing approximately 7,500 acres of citrus
orchards in southwestern China.
DOLE EUROPE
Dole owns four banana ripening and fruit distribution facilities in France
and four in Spain, three in Italy and one in Germany. The Company has a minority
interest in a French company which has eight banana ripening and fruit
distribution facilities in France and three in Spain. This French company owns a
majority interest in banana plantations in Cameroon and pineapple plantations in
the Ivory Coast, and has banana producing interests in the Ivory Coast. Dole
owns a minority interest in a banana ripening and fruit distribution company
with five facilities in the United Kingdom. Dole Europe is the majority owner in
a port terminal and distribution facility in Livorno, Italy. The Company owns a
banana ripening and fruit distribution facility near Istanbul, Turkey.
In France, the Company owns a dried fruit and nut processing, packaging and
warehousing facility in Vitrolles, a date processing and packing plant in
Marseille and a prune processing and packaging plant in Agen.
ITEM 3. LEGAL PROCEEDINGS
In the Company's Form 10-QA for the quarter ended October 5, 1996, the
Company described certain lawsuits that had been filed in Texas against some of
the manufacturers of a formerly widely used agricultural chemical called DBCP,
the Company and several of its competitors. In these lawsuits, a large number of
foreign nationals allege personal injuries caused by contact with DBCP. The
plaintiffs claim that during the 1960's and 1970's they were employees of
Company subsidiaries, competitors and independent local growers. In October
1995, four of the six cases pending in Texas state courts were removed to Texas
federal court and dismissed by the Texas federal court on the grounds that the
plaintiffs' home countries are the more appropriate forums for the claims. This
dismissal involved approximately 75% of the Texas plaintiffs, many of whom have
now filed claims in their home countries of Costa Rica, Ecuador, Honduras,
Nicaragua and the Philippines. The two remaining Texas state court cases were
removed to Texas federal court, one of which has since been dismissed. Similar
DBCP actions were filed in Louisiana state court in June 1995 by plaintiffs from
some of the same foreign countries. The Louisiana cases were removed to federal
court but were remanded in September 1996. In May 1996, additional DBCP actions
were filed in Mississippi state court. These cases have been removed to federal
court. As to all such matters, the Company has denied liability and asserted
substantial defenses. In the opinion of management, after consultation with
outside counsel, the pending lawsuits are not expected to have a material
adverse effect on the Company's financial position or results of operations.
The Company is involved from time to time in various claims and legal
actions incident to its operations, both as plaintiff and defendant. In the
opinion of management, after consultation with outside counsel, none of the
claims or actions to which the Company is a party is expected to have a material
adverse effect on the Company's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended December 28, 1996.
8
EXECUTIVE OFFICERS OF THE REGISTRANT
Below is a list of the names and ages of all executive officers of the
Company as of March 14, 1997 indicating their positions with the Company and
their principal occupations during the past five years. The current terms of the
executive officers will expire at the next organizational meeting of the
Company's Board of Directors or at such time as their successors are elected.
POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT
NAME AND AGE HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
David H. Murdock (73)............... Chairman of the Board, Chief Executive Officer and Director of the Company
since July 1985. Chairman of the Board, Chief Executive Officer and
Director of Castle & Cooke, Inc. since October 1995. Since June 1982,
Chairman of the Board and Chief Executive Officer of Flexi-Van Leasing,
Inc., a Delaware corporation wholly-owned by Mr. Murdock. Sole owner and
developer of the Sherwood Country Club in Ventura County, California, and
numerous other real estate developments; also sole stockholder of numerous
corporations engaged in a variety of business ventures and in the
manufacture of textile-related products and industrial and building
products.
David A. DeLorenzo (50)............. President and Chief Operating Officer of the Company since March 1996.
President of Dole Food Company-International from September 1993 to March
1996. Executive Vice President of the Company from July 1990 to March 1996.
Director of the Company since February 1991. President of Dole Fresh Fruit
Company from September 1986 to June 1992.
Gerald W. LaFleur (64).............. Executive Vice President of the Company since April 1992. Executive Vice
President of Pacific Holding Company (a sole proprietorship of Mr. Murdock)
and Vice President of a number of companies wholly-owned by Mr. Murdock
since July 1991. Prior to July 1991, partner in Arthur Andersen LLP.
David A. Cohen (33)................. Senior Vice President-Acquisitions and Investments of the Company since
October 1996. Director of Mergers and Acquisitions of the Company from
March 1991 to December 1996. Director of Investments of Pacific Holding
Company (a sole proprietorship of Mr. Murdock) since March 1991.
Harvey J. Heimbuch (64)............. Vice President-Controller and Chief Accounting Officer of the Company since
December 1996. Vice President-Finance of Dole Packaged Foods Company from
May 1988 to December 1996.
George R. Horne (60)................ Vice President-Human Resources of Dole since February 1986. Vice President
of the Company since October 1982.
Edward A. Lang, III (41)............ Vice President-Treasurer of the Company since July 1996. Assistant
Treasurer from December 1993 to July 1996. Manager of International Finance
of the Company from June 1989 to December 1993.
Patrick A. Nielson (46)............. Vice President-International Legal and Regulatory Affairs of the Company
since October 1995. Vice President and General Counsel-Food Operations of
the Company from May 1994 to October 1995. General Counsel-Food Operations
of the Company from July 1991 to May 1994. Vice President of Dole Fresh
Fruit Company since 1983.
9
POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT
NAME AND AGE HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
J. Brett Tibbitts (41).............. Vice President, Corporate General Counsel and Corporate Secretary of the
Company since October 1995. Vice President and Corporate General Counsel of
the Company from May 1994 to October 1995. General Counsel - Corporate of
the Company from June 1992 to May 1994. Deputy General Counsel of the
Company from January 1990 to June 1992. Assistant General Counsel of the
Company from January 1988 to June 1990.
Roberta Wieman (53)................. Vice President of the Company since February 1995. Executive Assistant to
the Chairman of the Board and Chief Executive Officer from November 1991 to
February 1995. Vice President and Corporate Secretary of Castle & Cooke,
Inc. since April 1996. Secretary of Pacific Holding Company (a sole
proprietorship of Mr. Murdock) since January 1992.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of March 18, 1997, there were approximately 13,270 holders of record of
the Company's Common Stock. Additional information required by Item 5 is
contained on pages 33, 36, 41 and 43 of the Dole Annual Report. Such information
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
There is hereby incorporated by reference the information appearing under
the caption "Results of Operations and Selected Financial Data" on page 41 of
the Dole Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is hereby incorporated by reference the information appearing under
the caption "Management's Discussion and Analysis of Results of Operations and
Financial Position" on pages 38, 39 and 40 of the Dole Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is hereby incorporated by reference the information appearing on pages
25 through 36 of the Dole Annual Report. See also Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in the Company's independent public accountants
for the 1996 and 1995 fiscal years nor have there been any disagreements with
the Company's independent public accountants on accounting principles or
practices for financial statement disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated by reference the information regarding the
Company's directors to appear under the caption "Election of Directors" in the
Company's definitive proxy statement for its 1997 Annual Meeting of Stockholders
(the "1997 Proxy Statement"). See the list of the Company's executive officers
and related information under "Executive Officers of the Registrant", which is
set forth in Part I hereof.
10
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 1997 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information with respect to
security ownership to appear under the captions "General Information",
"Beneficial Ownership of Certain Stockholders" and "Security Ownership of
Directors and Executive Officers" in the 1997 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 1997 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The following consolidated financial statements are included in the Dole
Annual Report and are incorporated herein by reference:
ANNUAL
REPORT
PAGES
---------
Consolidated Statements of Income - fiscal years ended December 28, 1996, December 30, 1995 and December
31, 1994............................................................................................... 25
Consolidated Balance Sheets - December 28, 1996 and December 30, 1995................................... 26
Consolidated Statements of Cash Flow - fiscal years ended December 28, 1996, December 30, 1995 and
December 31, 1994...................................................................................... 27
Notes to Consolidated Financial Statements.............................................................. 28-36
Report of Independent Public Accountants................................................................ 37
2. Financial Statement Schedules:
FORM
10-K
PAGES
---------
Independent Public Accountants' Report on Financial Statement Schedule.................................. F-1
Schedule II - Valuation and Qualifying Accounts......................................................... F-2
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.
11
3. Exhibits:
EXHIBIT
NO.
- ---------
3.1 The Restated Articles of Association of the Company, as amended through July 30, 1991. Incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December
28, 1991, File No. 1-4455.
3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
4.1 Credit Agreement dated as of July 29, 1996 among the Company, The Chase Manhattan Bank, as Administrative
Agent and Lender; Bank of America National Trust & Savings Association, as Syndication Agent and Lender;
Citibank, N.A., as Documentation Agent and Lender; and the financial institutions which are Lenders
thereunder, relating to the Company's $600 million revolving credit facility. Incorporated by reference
to Exhibit 4.1 to the Company's Quarterly Report on Form 10-QA for the quarter ended October 5, 1996,
File No.1-4455.
4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust Company of California,
relating to $300 million of the Company's senior notes. Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, event date May 6, 1993, File No. 1-4455.
4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust Company of California,
relating to $400 million of the Company's senior notes. Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, event date July 15, 1993, File No. 1-4455.
4.4 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each
instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized
principal amount of which does not exceed 10% of the consolidated assets of the Company and its
subsidiaries.
Executive Compensation Plans and Arrangements - Exhibits 10.1 - 10.11:
10.1 The Company's 1991 Stock Option and Award Plan, as amended through January 29, 1997.
10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by
reference to Exhibit 28(a) to the Company's Report on Form S-8 filed on May 22,
1989, Registration No. 33-28782.
10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January
1, 1989), First Restatement. Incorporated by reference to Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1990,
File No. 1-4455.
10.4 Bonus Agreement dated as of August 30, 1991 by and between the Company and David A.
DeLorenzo, with promissory note dated September 5, 1991 in the principal amount of
$500,000 by David A. DeLorenzo in favor of the Company. Incorporated by reference to
Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1991, File No. 1-4455.
10.5 Employment Agreement between the Company and Gerald W. LaFleur. Incorporated by
reference to Exhibit 10(k) to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993, File No. 1-4455.
12
EXHIBIT
NO.
- ---------
10.6 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
10.7 Dole Food Company, Inc. Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
10.8 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
10.9 Consulting Agreement dated as of July 1, 1996 between the Company and Gerald W. LaFleur.
10.10 The Company's 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan, as amended March 20,
1997.
10.11 The Company's 1995 Non-Employee Directors Stock Option Plan. Incorporated by reference to Exhibit 4.1 to
the Company's Report on Form S-8 filed on June 28, 1995, Registration No. 33-60641.
11 Computations of earnings per common share.
13 Dole Food Company, Inc. 1996 Annual Report for the fiscal year ended December 28, 1996. (This Report is
furnished for information of the Commission and, except for those portions thereof which are expressly
incorporated by reference herein, is not "filed" as a part of this Annual Report on Form 10-K.)
22 Subsidiaries of Dole Food Company, Inc.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedules.
(b) Reports on Form 8-K:
No current reports on Form 8-K were filed by the Company during the last
quarter of the year ended December 28, 1996.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DOLE FOOD COMPANY, INC.
REGISTRANT
By: /s/ DAVID H. MURDOCK
-----------------------------------------
David H. Murdock
CHAIRMAN OF THE BOARD AND
March 27, 1997 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 Executive Officer March 27, 1997
David H. Murdock and Director
/s/ DAVID A. DELORENZO
- ------------------------------ President, Chief Operating March 27, 1997
David A. DeLorenzo Officer and Director
/s/ HARVEY J. HEIMBUCH Vice President -
- ------------------------------ Controller (Principal March 27, 1997
Harvey J. Heimbuch Accounting Officer)
/s/ ELAINE L. CHAO
- ------------------------------ Director March 27, 1997
Elaine L. Chao
/s/ MIKE CURB
- ------------------------------ Director March 27, 1997
Mike Curb
/s/ RICHARD M. FERRY
- ------------------------------ Director March 27, 1997
Richard M. Ferry
/s/ JAMES F. GARY
- ------------------------------ Director March 27, 1997
James F. Gary
/s/ ZOLTAN MERSZEI
- ------------------------------ Director March 27, 1997
Zoltan Merszei
14
INDEX TO EXHIBITS
EXHIBIT
NO. PAGE
- ----------- ---------
3.1 The Restated Articles of Association of the Company, as amended through July 30, 1991.
Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991, File No. 1-4455..........................................
3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994,
File No. 1-4455...............................................................................
4.1 Credit Agreement dated as of July 29, 1996 among the Company, The Chase Manhattan Bank, as
Administrative Agent and Lender; Bank of America National Trust & Savings Association, as
Syndication Agent and Lender; Citibank, N.A., as Documentation Agent and Lender; and the
financial institutions which are Lenders thereunder, relating to the Company's $600 million
revolving credit facility. Incorporated by reference to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-QA for the quarter ended October 5, 1996, File No.1-4455....................
4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust Company of
California, relating to $300 million of the Company's senior notes. Incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K, event date May 6, 1993, File No.
1-4455........................................................................................
4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust Company of
California, relating to $400 million of the Company's senior notes. Incorporated by reference
to Exhibit 4 to the Company's Current Report on Form 8-K, event date July 15, 1993, File No.
1-4455........................................................................................
4.4 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of
each instrument with respect to issues of long-term debt of the Company and its subsidiaries,
the authorized principal amount of which does not exceed 10% of the consolidated assets of the
Company and its subsidiaries..................................................................
15
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS -- EXHIBITS 10.12-10.11:
EXHIBIT
NO. PAGE
- ----------- ---------
10.1 The Company's 1991 Stock Option and Award Plan, as amended through January 29, 1997.............
10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by reference to Exhibit
28(a) to the Company's Report on Form S-8 filed on May 22, 1989, Registration No. 33-28782....
10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989),
First Restatement. Incorporated by reference to Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4455.....................
10.4 Bonus Agreement dated as of August 30, 1991 by and between the Company and David A. DeLorenzo,
with promissory note dated September 5, 1991 in the principal amount of $500,000 by David A.
DeLorenzo in favor of the Company. Incorporated by reference to Exhibit 10(e) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 28, 1991, File No. 1-4455.......
10.5 Employment Agreement between the Company and Gerald W. LaFleur. Incorporated by reference to
Exhibit 10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended January 2,
1993, File No. 1-4455.........................................................................
10.6 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No.
1-4455........................................................................................
10.7 Dole Food Company, Inc. Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.16 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No.
1-4455........................................................................................
10.8 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994......................................................................................
10.9 Consulting Agreement dated as of July 1, 1996 between the Company and Gerald W. LaFleur.........
10.10 The Company's 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan as amended
March 20, 1997................................................................................
10.11 The Company's Non-Employee Directors Stock Option Plan. Incorporated by reference to Exhibit 4.1
to the Company's Report on Form S-8 filed on June 28, 1995, Registration No. 33-60641.........
11 Computations of earnings per common share.......................................................
13 Dole Food Company, Inc. 1996 Annual Report for the fiscal year ended December 28, 1996. (This
Report is furnished for information of the Commission and, except for those portions thereof
which are expressly incorporated by reference herein, is not "filed" as a part of this Annual
Report on Form 10-K.).........................................................................
22 Subsidiaries of Dole Food Company, Inc..........................................................
23 Consent of Arthur Andersen LLP..................................................................
27 Financial Data Schedule.........................................................................
16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Board of Directors
of Dole Food Company, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Dole Food Company, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 6, 1997. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the preceding index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
March 28, 1997
F-1
SCHEDULE II
DOLE FOOD COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS
BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
OF YEAR EXPENSES DEDUCTIONS(A) END OF YEAR
----------- ----------- ------------- -----------
(IN THOUSANDS)
Year Ended December 28, 1996
Allowance for doubtful accounts
Trade receivables........................................ $ 32,329 $ 18,271 $ 9,834 $ 40,766
Notes and other current receivables...................... 14,665 8,992 2,669 20,988
Long-term receivables.................................... 10,399 5,311 2,236 13,474
Year Ended December 30, 1995
Allowance for doubtful accounts
Trade receivables........................................ $ 25,034 $ 11,120 $ 3,825 $ 32,329
Notes and other current receivables...................... 10,034 5,588 957 14,665
Long-term receivables.................................... 13,895 2,584 6,080 10,399
Year Ended December 31, 1994
Allowance for doubtful accounts
Trade receivables........................................ $ 18,167 $ 10,969 $ 4,102 $ 25,034
Notes and other current receivables...................... 8,654 2,403 1,023 10,034
Long-term receivables.................................... 19,319 5,821 11,245 13,895
Note:
(A) Write-off of uncollectible amounts.
F-2