Guarantor Financial Information

6 Months Ended

Jun. 18, 2011

Guarantor Financial Information [Abstract]

GUARANTOR FINANCIAL INFORMATION

NOTE 17 — GUARANTOR FINANCIAL INFORMATION

Dole’s 100% owned domestic subsidiaries (“Guarantors”) have fully and unconditionally guaranteed, on a joint and several basis, Dole’s obligations under the indentures related to Dole’s 8.75% debentures due 2013, the 13.875% senior secured notes due 2014 and the 8% senior secured notes due 2016. Each guarantee is subordinated in right of payment to the Guarantors’ existing and future senior debt, including obligations under the senior secured credit facilities, and will rank pari passu with all senior subordinated indebtedness of the applicable Guarantor.

The accompanying Guarantor consolidating financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate to the elimination of investments in subsidiaries and associated intercompany balances and transactions as well as cash overdraft and income tax reclassifications.

The following are condensed consolidating statements of operations of Dole for the quarters and half years ended June 18, 2011 and June 19, 2010; condensed consolidating balance sheets as of June 18, 2011 and January 1, 2011; and condensed consolidating statements of cash flows for the half years ended June 18, 2011 and June 19, 2010.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended June 18, 2011

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations			Total
	(In thousands)
Revenues, net	$	24,277		$	789,054		$	1,507,761		$	(405,367	)	$	1,915,725
Cost of products sold		(18,986	)		(702,800	)		(1,338,044	)		402,311			(1,657,519	)
Gross margin		5,291			86,254			169,717			(3,056	)		258,206
Selling, marketing and general and administrative expenses		(13,828	)		(57,457	)		(62,004	)		3,056			(130,233	)
Charges for restructuring and long-term receivables		—			—			(5,947	)		—			(5,947	)
Gain on asset sales		11			—			—			—			11
Operating income (loss)		(8,526	)		28,797			101,766			—			122,037
Equity in subsidiary income		104,238			79,850			—			(184,088	)		—
Other income (expense), net		(6	)		—			4,343			—			4,337
Interest income		230			156			780			—			1,166
Interest expense		(22,702	)		(19	)		(12,116	)		—			(34,837	)
Income from continuing operations before income taxes and equity earnings		73,234			108,784			94,773			(184,088	)		92,703
Income taxes		8,532			(4,684	)		(17,366	)		—			(13,518	)
Earnings from equity method investments		—			67			3,413			—			3,480
Income from continuing operations		81,766			104,167			80,820			(184,088	)		82,665
Income from discontinued operations, net of income taxes		—			—			29			—			29
Gain on disposal of discontinued operations, net of income taxes		—			—			339			—			339
Net income		81,766			104,167			81,188			(184,088	)		83,033
Less: Net income attributable to noncontrolling interests		—			—			(1,267	)		—			(1,267	)
Net income attributable to shareholders of Dole Food Company, Inc.	$	81,766		$	104,167		$	79,921		$	(184,088	)	$	81,766

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended June 19, 2010

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations			Total
	(In thousands)
Revenues, net	$	21,627		$	750,192		$	1,323,716		$	(354,013	)	$	1,741,522
Cost of products sold		(18,681	)		(664,831	)		(1,208,100	)		350,890			(1,540,722	)
Gross margin		2,946			85,361			115,616			(3,123	)		200,800
Selling, marketing and general and administrative expenses		(16,303	)		(50,330	)		(56,980	)		3,123			(120,490	)
Charges for restructuring and long-term receivables		—			—			(762	)		—			(762	)
Gain on asset sales		154			—			796			—			950
Operating income (loss)		(13,203	)		35,031			58,670			—			80,498
Equity in subsidiary income		63,666			33,984			—			(97,650	)		—
Other income (expense), net		(396	)		—			(5,100	)		—			(5,496	)
Interest income		292			59			1,165			—			1,516
Interest expense		(22,770	)		(26	)		(14,342	)		—			(37,138	)
Income from continuing operations before income taxes and equity earnings		27,589			69,048			40,393			(97,650	)		39,380
Income taxes		4,732			(5,856	)		(7,943	)		—			(9,067	)
Earnings from equity method investments		—			42			2,790			—			2,832
Income from continuing operations		32,321			63,234			35,240			(97,650	)		33,145
Income from discontinued operations, net of income taxes		—			—			327			—			327
Net income		32,321			63,234			35,567			(97,650	)		33,472
Less: Net income attributable to noncontrolling interests		—			—			(1,151	)		—			(1,151	)
Net income attributable to shareholders of Dole Food Company, Inc.	$	32,321		$	63,234		$	34,416		$	(97,650	)	$	32,321

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Half Year Ended June 18, 2011

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations			Total
	(In thousands)
Revenues, net	$	46,469		$	1,550,939		$	2,778,548		$	(774,127	)	$	3,601,829
Cost of products sold		(36,624	)		(1,375,757	)		(2,492,284	)		767,803			(3,136,862	)
Gross margin		9,845			175,182			286,264			(6,324	)		464,967
Selling, marketing and general and administrative expenses		(26,671	)		(117,705	)		(116,911	)		6,324			(254,963	)
Charges for restructuring and long-term receivables		—			—			(8,702	)		—			(8,702	)
Gain on asset sales		11			—			—			—			11
Operating income (loss)		(16,815	)		57,477			160,651			—			201,313
Equity in subsidiary income		133,778			84,313			—			(218,091	)		—
Other income (expense), net		(6	)		—			(35,008	)		—			(35,014	)
Interest income		480			403			1,601			—			2,484
Interest expense		(45,498	)		(41	)		(24,768	)		—			(70,307	)
Income (loss) from continuing operations before income taxes and equity earnings		71,939			142,152			102,476			(218,091	)		98,476
Income taxes		10,867			(9,111	)		(20,414	)		—			(18,658	)
Earnings from equity method investments		—			292			4,398			—			4,690
Income from continuing operations		82,806			133,333			86,460			(218,091	)		84,508
Income from discontinued operations, net of income taxes		—			—			231			—			231
Gain on disposal of discontinued operations, net of income taxes		—			—			339			—			339
Net income		82,806			133,333			87,030			(218,091	)		85,078
Less: Net income attributable to noncontrolling interests		—			—			(2,272	)		—			(2,272	)
Net income attributable to shareholders of Dole Food Company, Inc.	$	82,806		$	133,333		$	84,758		$	(218,091	)	$	82,806

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Half Year Ended June 19, 2010

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations			Total
	(In thousands)
Revenues, net	$	40,123		$	1,480,471		$	2,512,088		$	(685,286	)	$	3,347,396
Cost of products sold		(33,470	)		(1,298,045	)		(2,322,113	)		679,239			(2,974,389	)
Gross margin		6,653			182,426			189,975			(6,047	)		373,007
Selling, marketing and general and administrative expenses		(33,188	)		(100,574	)		(107,365	)		6,047			(235,080	)
Charges for restructuring and long-term receivables		—			—			(1,370	)		—			(1,370	)
Gain on asset sales		580			—			2,341			—			2,921
Operating income (loss)		(25,955	)		81,852			83,581			—			139,478
Equity in subsidiary income		116,060			44,365			—			(160,425	)		—
Other income (expense), net		(1,825	)		—			936			—			(889	)
Interest income		565			178			2,375			—			3,118
Interest expense		(47,608	)		(53	)		(30,527	)		—			(78,188	)
Income from continuing operations before income taxes and equity earnings		41,237			126,342			56,365			(160,425	)		63,519
Income taxes		13,237			(11,383	)		(14,096	)		—			(12,242	)
Earnings from equity method investments		—			337			3,946			—			4,283
Income from continuing operations		54,474			115,296			46,215			(160,425	)		55,560
Income from discontinued operations, net of income taxes		—			—			674			—			674
Net income		54,474			115,296			46,889			(160,425	)		56,234
Less: Net income attributable to noncontrolling interests		—			—			(1,760	)		—			(1,760	)
Net income attributable to shareholders of Dole Food Company, Inc.	$	54,474		$	115,296		$	45,129		$	(160,425	)	$	54,474

CONDENSED CONSOLIDATING BALANCE SHEET
As of June 18, 2011

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations			Total
	(In thousands)
ASSETS
Cash and cash equivalents	$	101,666		$	1,605		$	135,613		$	—		$	238,884
Restricted cash and deposits		—			—			5,994			—			5,994
Receivables, net of allowances		566,347			132,039			556,015			(444,759	)		809,642
Inventories		6,952			289,843			493,968			—			790,763
Prepaid expenses and other assets		7,841			9,936			47,392			—			65,169
Deferred income tax assets		9,494			27,505			3,362			—			40,361
Assets held-for-sale		74,452			3,813			55,106			—			133,371
Total current assets		766,752			464,741			1,297,450			(444,759	)		2,084,184
Investments		2,546,717			1,906,042			96,648			(4,452,593	)		96,814
Property, plant and equipment, net		155,291			271,803			485,841			—			912,935
Goodwill		—			131,818			275,429			—			407,247
Intangible assets, net		689,615			9,325			337			—			699,277
Other assets, net		68,336			8,675			131,709			—			208,720
Total assets	$	4,226,711		$	2,792,404		$	2,287,414		$	(4,897,352	)	$	4,409,177
LIABILITIES AND EQUITY
Accounts payable	$	5,670		$	597,196		$	404,683		$	(444,759	)	$	562,790
Liabilities related to assets held-for-sale		—			—			22,098			—			22,098
Accrued liabilities		99,487			194,652			263,038			—			557,177
Current portion of long-term debt, net		(1,691	)		295			9,409			—			8,013
Notes payable		—			—			28,080			—			28,080
Total current liabilities		103,466			792,143			727,308			(444,759	)		1,178,158
Intercompany payables (receivables)		1,839,849			(568,740	)		(1,271,109	)		—			—
Long-term debt, net		914,967			2,760			627,309			—			1,545,036
Deferred income tax liabilities		219,884			599			33,612			—			254,095
Other long-term liabilities		262,232			19,806			238,877			—			520,915
Equity attributable to shareholders of Dole Food Company, Inc.		886,313			2,545,836			1,906,757			(4,452,593	)		886,313
Equity attributable to noncontrolling interests		—			—			24,660			—			24,660
Total equity		886,313			2,545,836			1,931,417			(4,452,593	)		910,973
Total liabilities and equity	$	4,226,711		$	2,792,404		$	2,287,414		$	(4,897,352	)	$	4,409,177

CONDENSED CONSOLIDATING BALANCE SHEET
As of January 1, 2011

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations			Total
	(In thousands)
ASSETS
Cash and cash equivalents	$	39,080		$	2,714		$	128,353		$	—		$	170,147
Restricted cash and deposits		—			—			51,108			—			51,108
Receivables, net of allowances		560,020			117,936			517,074			(443,765	)		751,265
Inventories		7,405			285,757			441,804			—			734,966
Prepaid expenses and other assets		8,419			9,785			49,705			—			67,909
Deferred income tax assets		6,200			27,505			3,105			—			36,810
Assets held-for-sale		76,704			3,813			5,533			—			86,050
Total current assets		697,828			447,510			1,196,682			(443,765	)		1,898,255
Investments		2,453,484			1,831,009			85,081			(4,281,660	)		87,914
Property, plant and equipment, net		155,851			275,568			511,611			—			943,030
Goodwill		—			131,818			275,429			—			407,247
Intangible assets, net		689,615			11,033			433			—			701,081
Other assets, net		69,558			8,037			141,868			—			219,463
Total assets	$	4,066,336		$	2,704,975		$	2,211,104		$	(4,725,425	)	$	4,256,990
LIABILITIES AND EQUITY
Accounts payable	$	4,491		$	586,121		$	374,483		$	(443,765	)	$	521,330
Accrued liabilities		77,372			209,301			355,808			—			642,481
Current portion of long-term debt, net		(1,665	)		291			8,722			—			7,348
Notes payable		—			—			31,922			—			31,922
Total current liabilities		80,198			795,713			770,935			(443,765	)		1,203,081
Intercompany payables (receivables)		1,752,638			(567,550	)		(1,185,088	)		—			—
Long-term debt, net		918,346			2,921			643,058			—			1,564,325
Deferred income tax liabilities		212,468			599			31,257			—			244,324
Other long-term liabilities		310,517			20,244			97,715			—			428,476
Equity attributable to shareholders of Dole Food Company, Inc.		792,169			2,453,048			1,828,612			(4,281,660	)		792,169
Equity attributable to noncontrolling interests		—			—			24,615			—			24,615
Total equity		792,169			2,453,048			1,853,227			(4,281,660	)		816,784
Total liabilities and equity	$	4,066,336		$	2,704,975		$	2,211,104		$	(4,725,425	)	$	4,256,990

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Half Year Ended June 18, 2011

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations		Total
	(In thousands)
OPERATING ACTIVITIES
Cash flow provided by (used in) operating activities	$	65,026		$	11,161		$	782		$	—	$	76,969
INVESTING ACTIVITIES
Cash received from sales of assets and businesses, net of cash disposed		2,519			881			4,596			—		7,996
Capital expenditures		(41	)		(16,995	)		(18,910	)		—		(35,946	)
Restricted cash and deposits		—			—			45,114			—		45,114
Other		(465	)		—			—			—		(465	)
Cash flow provided by (used in) investing activities		2,013			(16,114	)		30,800			—		16,699
FINANCING ACTIVITIES
Short-term debt repayments, net of borrowings		517			4,001			(7,828	)		—		(3,310	)
Long-term debt borrowings		163,000			—			43			—		163,043
Long-term debt repayments		(168,282	)		(157	)		(14,536	)		—		(182,975	)
Proceeds from stock option exercises		312			—			—			—		312
Dividends paid to noncontrolling interests		—			—			(2,250	)		—		(2,250	)
Settlement of long-term Japanese yen hedge forwards		—			—			(2,212	)		—		(2,212	)
Cash flow used in financing activities		(4,453	)		3,844			(26,783	)		—		(27,392	)
Effect of foreign currency exchange rate changes on cash		—			—			2,461			—		2,461
Increase (decrease) in cash and cash equivalents		62,586			(1,109	)		7,260			—		68,737
Cash and cash equivalents at beginning of period		39,080			2,714			128,353			—		170,147
Cash and cash equivalents at end of period	$	101,666		$	1,605		$	135,613		$	—	$	238,884

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Half Year Ended June 19, 2010

	Dole Food						Non
	Company, Inc.			Guarantors			Guarantors			Eliminations			Total
	(In thousands)
OPERATING ACTIVITIES
Cash flow provided by operating activities	$	59,393		$	20,072		$	12,121		$	(623	)	$	90,963
INVESTING ACTIVITIES
Proceeds from sales of assets and businesses, net of cash disposed		1,514			74			17,196			—			18,784
Capital expenditures		(199	)		(15,500	)		(16,124	)		—			(31,823	)
Restricted cash and deposits		—			—			(890	)		—			(890	)
Other		(515	)		—			—			—			(515	)
Cash flow provided by (used in) investing activities		800			(15,426	)		182			—			(14,444	)
FINANCING ACTIVITIES
Short-term debt repayments, net of borrowings		(195	)		(6,632	)		1,214			—			(5,613	)
Long-term debt borrowings		329,100			—			594,118			—			923,218
Long-term debt repayments		(335,506	)		(132	)		(570,584	)		—			(906,222	)
Payment of debt issuance costs		(10,086	)		—			(6,900	)		—			(16,986	)
Payment of initial public offering costs		(957	)		—			—			—			(957	)
Dividends paid to noncontrolling interests		—			—			(1,268	)		—			(1,268	)
Cash flow provided by (used in) financing activities		(17,644	)		(6,764	)		16,580			—			(7,828	)
Effect of foreign currency exchange rate changes on cash		—			—			(3,015	)		—			(3,015	)
Increase (decrease) in cash and cash equivalents		42,549			(2,118	)		25,868			(623	)		65,676
Cash and cash equivalents at beginning of period		20,913			2,118			96,639			—			119,670
Cash and cash equivalents at end of period	$	63,462		$	—		$	122,507		$	(623	)	$	185,346