Note 24 — 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 the 2013 Debentures, the 2014 Notes and the 2016 Notes, all of which will be repaid, defeased or discharged in full concurrent with the consummation of the sale transaction. 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 Dole’s share in the 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 consolidating statements of operations of Dole for the years ended December 29, 2012, December 31, 2011 and January 1, 2011; consolidating statements of comprehensive income (loss) for the years ended December 29, 2012, December 31, 2011 and January 1, 2011; consolidating balance sheets as of December 29, 2012 and December 31, 2011 and consolidating statements of cash flows for the years ended December 29, 2012, December 31, 2011 and January 1, 2011.

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 29, 2012


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
Revenues, net	$	35,515		$	2,203,666		$	3,431,578		$	(1,424,051	)	$	4,246,708
Cost of products sold		(31,059	)		(2,002,674	)		(3,257,074	)		1,411,865			(3,878,942	)

Gross margin		4,456			200,992			174,504			(12,186	)		367,766
Selling, marketing and general and administrative expenses		(55,761	)		(133,322	)		(133,637	)		12,186			(310,534	)
Charges for restructuring and long-term receivables		—			—			(5,158	)		—			(5,158	)
ITOCHU transaction related costs		(48,395	)		—			—			—			(48,395	)
Gain on asset sales		962			—			11,951			—			12,913

Operating income (loss)		(98,738	)		67,670			47,660			—			16,592
Equity in subsidiary income		(1,983	)		(97,936	)		—			99,919			—
Other income (expense), net		8			33			(3,171	)		—			(3,130	)
Interest income		653			473			3,528			—			4,654
Interest expense		(4,798	)		459			(7,880	)		—			(12,219	)

Income (loss) from continuing operations before income taxes and equity earnings		(104,858	)		(29,301	)		40,137			99,919			5,897
Income taxes		49,855			(39,938	)		(20,672	)		—			(10,755	)
Earnings (loss) from equity method investments		745			125			5,193			—			6,063

Income (loss) from continuing operations, net of income taxes		(54,258	)		(69,114	)		24,658			99,919			1,205
Income (loss) from discontinued operations, net of income taxes		(97,436	)		65,410			(117,977	)		—			(150,003	)
Gain on disposal of discontinued operations, net of income taxes		7,231			—			—			—			7,231

Net income (loss)		(144,463	)		(3,704	)		(93,319	)		99,919			(141,567	)
Less: Net income attributable to noncontrolling interests		—			—			(2,896	)		—			(2,896	)

Net income (loss) attributable to shareholders of Dole Food Company, Inc.	$	(144,463	)	$	(3,704	)	$	(96,215	)	$	99,919		$	(144,463	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2011


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
Revenues, net	$	90,711		$	2,199,128		$	3,373,957		$	(885,372	)	$	4,778,424
Cost of products sold		(74,522	)		(2,030,607	)		(3,148,573	)		877,942			(4,375,760	)

Gross margin		16,189			168,521			225,384			(7,430	)		402,664
Selling, marketing and general and administrative expenses		(60,056	)		(125,650	)		(111,482	)		7,430			(289,758	)
Charges for restructuring and long-term receivables		—			—			(16,412	)		—			(16,412	)
Gain on asset sales		4,541			—			—			—			4,541

Operating income (loss)		(39,326	)		42,871			97,490			—			101,035
Equity in subsidiary income		135,584			53,928			—			(189,512	)		—
Other income (expense), net		—			(14	)		(366	)		—			(380	)
Interest income		804			518			2,771			—			4,093
Interest expense		(5,450	)		(81	)		(4,097	)		—			(9,628	)

Income (loss) from continuing operations before income taxes and equity earnings		91,612			97,222			95,798			(189,512	)		95,120
Income taxes		56,441			(46,595	)		(7,776	)		—			2,070
Earnings (loss) from equity method investments		(154	)		96			4,646			—			4,588

Income from continuing operations, net of income taxes		147,899			50,723			92,668			(189,512	)		101,778
Income (loss) from discontinued operations, net of income taxes		(109,540	)		84,518			(35,302	)		—			(60,324	)
Gain on disposal of discontinued operations, net of income taxes		—			—			339			—			339

Net income		38,359			135,241			57,705			(189,512	)		41,793
Less: Net income attributable to noncontrolling interests		—			—			(3,434	)		—			(3,434	)

Net income attributable to shareholders of Dole Food Company, Inc.	$	38,359		$	135,241		$	54,271		$	(189,512	)	$	38,359

CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended January 1, 2011


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
Revenues, net	$	88,283		$	2,158,302		$	3,325,597		$	(885,324	)	$	4,686,858
Cost of products sold		(74,744	)		(1,986,704	)		(3,148,450	)		878,562			(4,331,336	)

Gross margin		13,539			171,598			177,147			(6,762	)		355,522
Selling, marketing and general and administrative expenses		(50,459	)		(122,567	)		(113,207	)		6,762			(279,471	)
Charges for restructuring and long-term receivables		—			—			(31,459	)		—			(31,459	)
Gain on arbitration settlement, net		—			5,250			27,271			—			32,521
Gain on asset sales		676			—			2,341			—			3,017

Operating income (loss)		(36,244	)		54,281			62,093			—			80,130
Equity in subsidiary income		57,166			(48,220	)		—			(8,946	)		—
Other income (expense), net		(466	)		(33	)		223			—			(276	)
Interest income		1,236			250			4,385			—			5,871
Interest expense		(2,074	)		23			(6,205	)		—			(8,256	)

Income from continuing operations before income taxes and equity earnings		19,618			6,301			60,496			(8,946	)		77,469
Income taxes		46,311			(42,025	)		(10,286	)		—			(6,000	)
Earnings from equity method investments		—			79			6,492			—			6,571

Income (loss) from continuing operations, net of income taxes		65,929			(35,645	)		56,702			(8,946	)		78,040
Income from discontinued operations, net of income taxes		(100,053	)		91,163			(102,273	)		—			(111,163	)
Gain on disposal of discontinued operations, net of income taxes		—			—			2,957			—			2,957

Net income (loss)		(34,124	)		55,518			(42,614	)		(8,946	)		(30,166	)

Less: Net income attributable to noncontrolling interests		—			—			(3,958	)		—			(3,958	)

Net income (loss) attributable to shareholders of Dole Food Company, Inc.	$	(34,124	)	$	55,518		$	(46,572	)	$	(8,946	)	$	(34,124	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 29, 2012


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
Net income (loss)	$	(144,463	)	$	(3,704	)	$	(93,319	)	$	99,919		$	(141,567	)
Net foreign currency translation adjustment		2,158			10			2,158			(298	)		4,028
Unrealized hedging gains (losses), net of income taxes		—			—			25,318			—			25,318
Reclassification of realized (gains) losses to net income, net of income taxes		—			—			12,003			—			12,003
Change in employee benefit plans, net of income taxes		(13,363	)		—			(4,051	)		—			(17,414	)

Comprehensive income (loss)		(155,668	)		(3,694	)		(57,891	)		99,621			(117,632	)
Less: Net income attributable to noncontrolling interests		—			—			(2,899	)		—			(2,899	)

Comprehensive income (loss) attributable to shareholders of Dole Food Company, Inc.	$	(155,668	)	$	(3,694	)	$	(60,790	)	$	99,621		$	(120,531	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 31, 2011


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
Net income (loss)	$	38,359		$	135,241		$	57,705		$	(189,512	)	$	41,793
Net foreign currency translation adjustment		(1,579	)		(11	)		(10,127	)		—			(11,717	)
Unrealized hedging gains (losses), net of income taxes		—			—			(45,619	)		—			(45,619	)
Reclassification of realized (gains) losses to net income, net of income taxes		—			—			32,751			—			32,751
Change in employee benefit plans, net of income taxes		(12,608	)		—			(10,264	)		—			(22,872	)

Comprehensive income (loss)		24,172			135,230			24,446			(189,512	)		(5,664	)
Less: Net income attributable to noncontrolling interests		—			—			(3,438	)		—			(3,438	)

Comprehensive income (loss) attributable to shareholders of Dole Food Company, Inc.	$	24,172		$	135,230		$	21,008		$	(189,512	)	$	(9,102	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the Year Ended January 1, 2011


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
Net income (loss)	$	(34,124	)	$	55,518		$	(42,614	)	$	(8,946	)	$	(30,166	)
Net foreign currency translation adjustment		—			(39	)		3,883			—			3,844
Unrealized hedging gains (losses), net of income taxes		—			—			(14,416	)		—			(14,416	)
Reclassification of realized (gains) losses to net income, net of income taxes		—			—			9,390			—			9,390
Change in employee benefit plans, net of income taxes		(13,746	)		—			(5,697	)		—			(19,443	)

Comprehensive income (loss)		(47,870	)		55,479			(49,454	)		(8,946	)		(50,791	)
Less: Net income attributable to noncontrolling interests		—			—			(3,961	)		—			(3,961	)

Comprehensive income (loss) attributable to shareholders of Dole Food Company, Inc.	$	(47,870	)	$	55,479		$	(53,415	)	$	(8,946	)	$	(54,752	)

CONSOLIDATING BALANCE SHEET

As of December 29, 2012


	Dole Food Company, Inc.		Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
ASSETS
Cash and cash equivalents	$	13,230	$	3,587		$	74,762		$	—		$	91,579
Restricted cash and deposits		—		—			—			—			—
Receivables, net of allowances		94,401		81,427			315,812			—			491,640
Inventories		2,260		116,383			123,098			—			241,741
Prepaid expenses and other assets		6,011		9,377			20,861			—			36,249
Deferred income tax assets		10,133		—			928			(5,102	)		5,959
Assets held-for-sale		490,300		449,105			938,118			—			1,877,523

Total current assets		616,335		659,879			1,473,579			(5,102	)		2,744,691
Investments		2,522,676		1,774,659			89,172			(4,297,626	)		88,881
Actively marketed land		74,814		—			—			—			74,814
Property, plant and equipment, net		134,897		189,263			364,730			—			688,890
Goodwill		—		77,129			196,777			—			273,906
Intangible assets, net		229,642		(8,721	)		40,394			—			261,315
Other assets, net		41,121		13,003			36,570			6,580			97,274

Total assets	$	3,619,485	$	2,705,212		$	2,201,222		$	(4,296,148	)	$	4,229,771

LIABILITIES AND EQUITY
Accounts payable	$	6,151	$	144,103		$	159,444		$	3,702		$	313,400
Liabilities related to assets held-for-sale		20,291		65,403			372,439			(9,209	)		448,924
Accrued liabilities		265,030		96,995			173,114			225			535,364
Current portion of long-term debt, net		153,827		—			7,923			—			161,750
Notes payable		—		—			19,762			—			19,762

Total current liabilities		445,299		306,501			732,682			(5,282	)		1,479,200
Intercompany payables (receivables)		1,281,183		(221,373	)		(1,084,002	)		24,192			—
Long-term debt, net		911,003		2,013			599,630			—			1,512,646
Deferred income tax liabilities		22,001		60,551			46,375			—			128,927
Other long-term liabilities		273,864		23,494			99,114			—			396,472
Equity attributable to shareholders of Dole Food Company, Inc.		686,135		2,534,026			1,781,032			(4,315,058	)		686,135
Equity attributable to noncontrolling interests		—		—			26,391			—			26,391

Total equity		686,135		2,534,026			1,807,423			(4,315,058	)		712,526

Total liabilities and equity	$	3,619,485	$	2,705,212		$	2,201,222		$	(4,296,148	)	$	4,229,771

CONSOLIDATING BALANCE SHEET

As of December 31, 2011


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
ASSETS
Cash and cash equivalents	$	13,558		$	1,813		$	106,977		$	—		$	122,348
Restricted cash and deposits		—			—			6,230			—			6,230
Receivables, net of allowances		106,855			122,450			455,789			—			685,094
Inventories		8,970			309,391			511,156			—			829,517
Prepaid expenses and other assets		6,647			8,934			49,750			—			65,331
Deferred income tax assets		—			21,442			9,257			(4,515	)		26,184
Assets held-for-sale		13,370			3,813			58,458			—			75,641

Total current assets		149,400			467,843			1,197,617			(4,515	)		1,810,345
Investments		2,485,133			1,834,271			100,629			(4,320,564	)		99,469
Actively marketed land		74,814			—			—			—			74,814
Property, plant and equipment, net		135,050			268,548			507,131			—			910,729
Goodwill		—			131,818			286,295			—			418,113
Intangible assets, net		689,615			7,331			35,067			—			732,013
Other assets, net		67,299			12,982			149,658			(4,100	)		225,839

Total assets	$	3,601,311		$	2,722,793		$	2,276,397		$	(4,329,179	)	$	4,271,322

LIABILITIES AND EQUITY
Accounts payable	$	10,428		$	140,638		$	300,983		$	—		$	452,049
Liabilities related to assets held-for-sale		—			—			49,117			—			49,117
Accrued liabilities		68,906			166,166			306,658			—			541,730
Current portion of long-term debt, net		(1,060	)		711			11,105			—			10,756
Notes payable		—			—			27,969			—			27,969

Total current liabilities		78,274			307,515			695,832			—			1,081,621
Intercompany payables (receivables)		1,260,604			(88,549	)		(1,167,540	)		(4,515	)		—
Long-term debt, net		1,014,113			2,608			624,391			—			1,641,112
Deferred income tax liabilities		154,011			—			31,766			(4,100	)		181,677
Other long-term liabilities		301,805			22,885			223,801			—			548,491
Equity attributable to shareholders of Dole Food Company, Inc.		792,504			2,478,334			1,842,230			(4,320,564	)		792,504
Equity attributable to noncontrolling interests		—			—			25,917			—			25,917

Total equity		792,504			2,478,334			1,868,147			(4,320,564	)		818,421

Total liabilities and equity	$	3,601,311		$	2,722,793		$	2,276,397		$	(4,329,179	)	$	4,271,322

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 29, 2012


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
OPERATING ACTIVITIES
Intercompany dividend income	$	3,000		$	—		$	—		$	(3,000	)	$	—
Operating activities		(62,429	)		52,174			55,533			—			45,278

Cash flow provided by (used in) operating activities		(59,429	)		51,274			55,533			(3,000	)		45,278

INVESTING ACTIVITIES
Cash received from sales of assets and businesses, net of cash disposed		12,743			764			29,521			—			43,028
Business acquisitions, net of cash acquired		—			(17,067	)		—			—			(17,067	)
Capital expenditures		(1,035	)		(31,792	)		(73,016	)		—			(105,843	)
Restricted cash		—			—			6,230			—			6,230
Other		(1,929	)		—			—			—			(1,929	)

Cash flow provided by (used in) investing activities		9,779			(48,095	)		(37,265	)		—			(75,581	)

FINANCING ACTIVITIES
Short-term debt borrowings		276			—			474,033			—			474,309
Short-term debt repayments		—			(888	)		(440,066	)		—			(440,954	)
Long-term debt borrowings		979,800			270			4,217			—			984,287
Long-term debt repayments		(932,263	)		(1,687	)		(31,311	)		—			(965,261	)
Net proceeds from stock option exercises		1,509			—			—			—			1,509
Dividends paid to noncontrolling interests		—			—			(1,712	)		—			(1,712	)
Intercompany dividends								(3,000	)		3,000			—
Settlement on long-term Japanese yen hedge forwards		—			—			(52,712	)		—			(52,712	)

Cash flow provided by (used in) financing activities		49,322			(2,305	)		(50,551	)		3,000			(534	)

Effect of foreign currency exchange rate changes on cash		—			—			68			—			68

Increase (decrease) in cash and cash equivalents		(328	)		1,774			(32,215	)		—			(30,769	)
Cash and cash equivalents at beginning of period		13,558			1,813			106,977			—			122,348

Cash and cash equivalents at end of period	$	13,230		$	3,587		$	74,762		$	—		$	91,579

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2011


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations			Total
	(In thousands)
OPERATING ACTIVITIES
Intercompany dividend income	$	35,000		$	35,000		$	—		$	(70,000	)	$	—
Operating activities		(137,309	)		107,108			35,326			—			5,125

Cash flow provided by (used in) operating activities		(102,309	)		142,108			35,326			(70,000	)		5,125

INVESTING ACTIVITIES
Cash received from sales of assets and businesses, net of cash disposed		10,469			915			30,338			—			41,722
Business acquisitions, net of cash acquired		—			(77,887	)		(1,147	)		—			(79,034	)
Cash received from sales of investments, net of cash disposed		—			—			1,051			—			1,051
Capital expenditures		(513	)		(33,068	)		(48,606	)		—			(82,187	)
Restricted cash		—			—			44,878			—			44,878
Investments in non-consolidated subsidiaries		(6,000	)		—			(2,038	)		—			(8,038	)
Other		(1,127	)		—			—			—			(1,127	)

Cash flow provided by (used in) investing activities		2,829			(110,040	)		24,476			—			(82,735	)

FINANCING ACTIVITIES
Short-term debt borrowings		535			2,321			31			—			2,887
Short-term debt repayments		—			—			(10,128	)		—			(10,128	)
Long-term debt borrowings		756,138			—			581,340			—			1,337,478
Long-term debt repayments		(666,508	)		(290	)		(604,171	)		—			(1,270,969	)
Payment of debt issuance costs		(6,281	)		—			(6,726	)		—			(13,007	)
Premium on early retirement of notes		(10,238	)		—			—			—			(10,238	)
Net proceeds from stock option exercises		312			—			—			—			312
Dividends paid to noncontrolling interests		—			—			(2,935	)		—			(2,935	)
Intercompany dividends		—			(35,000	)		(35,000	)		70,000			—
Settlement on long-term Japanese yen hedge forwards		—			—			(3,910	)		—			(3,910	)

Cash flow provided by (used in) financing activities		73,958			(32,969	)		(81,499	)		70,000			29,490

Effect of foreign currency exchange rate changes on cash		—			—			321			—			321

Decrease in cash and cash equivalents		(25,522	)		(901	)		(21,376	)		—			(47,799	)
Cash and cash equivalents at beginning of period		39,080			2,714			128,353			—			170,147

Cash and cash equivalents at end of period	$	13,558		$	1,813		$	106,977		$	—		$	122,348

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended January 1, 2011


	Dole Food Company, Inc.			Guarantors			Non Guarantors			Eliminations		Total
	(In thousands)
OPERATING ACTIVITIES
Cash flow provided by operating activities	$	37,446		$	42,098		$	68,095		$	—	$	147,639

INVESTING ACTIVITIES
Cash received from sales of assets and businesses, net of cash disposed		1,960			112			43,819			—		45,891
Capital expenditures		(923	)		(33,899	)		(52,580	)		—		(87,402	)
Restricted cash and deposits		—			—			(27,818	)		—		(27,818	)
Other		(135	)		—			(453	)		—		(588	)

Cash flow provided by (used in) investing activities		902			(33,787	)		(37,032	)		—		(69,917	)

FINANCING ACTIVITIES
Short-term debt borrowings		—			—			57,535			—		57,535
Short-term debt repayments		(871	)		(7,433	)		(68,037	)		—		(76,341	)
Long-term debt borrowings		329,100			—			594,270			—		923,370
Long-term debt repayments		(337,306	)		(282	)		(576,385	)		—		(913,973	)
Payment of debt issuance costs		(10,100	)		—			(6,900	)		—		(17,000	)
Payment of initial public offering costs		(1,004	)		—			—			—		(1,004	)
Dividends paid to noncontrolling interests		—			—			(1,958	)		—		(1,958	)

Cash flow used in financing activities		(20,181	)		(7,715	)		(1,475	)		—		(29,371	)

Effect of foreign currency exchange rate changes on cash		—			—			2,126			—		2,126

Increase in cash and cash equivalents		18,167			596			31,714			—		50,477
Cash and cash equivalents at beginning of period		20,913			2,118			96,639			—		119,670

Cash and cash equivalents at end of period	$	39,080		$	2,714		$	128,353		$	—	$	170,147