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Dole Food Company, Inc.

Corporate Finance Department

Accounting Policies
and Procedures
Updated December 2010
Approved By:

__________________________________
Yoon Hugh
Vice President, Corporate Controller
and Chief Accounting Office

NOTICE: This information is confidential and should not be photocopied, distributed


or disclosed to anyone outside the company. Discussion inside the company should
be on a “need-to-know” basis only. Federal securities laws prohibit buying or selling
a security while in possession of material, non-public information.
Effective Date: Immediately Page 2 of 112
Worldwide Accounting Policies and Procedures
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WORLDWIDE ACCOUNTING POLICIES AND PROCEDURES ............. 10


1) PURPOSE ......................................................................................................................... 11

2) GENERAL INFORMATION .............................................................................................. 11


2.1) Scope ..................................................................................................................... 11
2.2) Responsible Party................................................................................................. 11
2.3) Definitions ............................................................................................................. 11

CORPORATE REPORTING PROCESS .................................................. 13


1) CONSOLIDATED FINANCIAL STATEMENTS ............................................................... 14

2) DIVISIONAL CONFERENCE CALLS .............................................................................. 14

3) REPORTING TEMPLATES .............................................................................................. 14

4) COMPLEX ACCOUNTING MATTERS ............................................................................ 15

5) ACCOUNTING CALENDAR ............................................................................................ 15

WORLDWIDE CHART OF ACCOUNTS .................................................. 16


1) SUMMARY OF WORLDWIDE CHART OF ACCOUNTS ................................................ 17

CONSOLIDATION PROCESS ................................................................. 19


1) CONSOLIDATED FINANCIAL STATEMENTS ............................................................... 20

2) ADJUSTMENT COMPANIES ........................................................................................... 20

3) ACCOUNTING FOR INVESTMENTS IN UNCONSOLIDATED ENTITIES ..................... 21


3.1) Equity Method ....................................................................................................... 21
3.2) Cost Method .......................................................................................................... 22

4) CONSOLIDATION OF VARIABLE INTEREST ENTITIES .............................................. 22

5) NONCONTROLLING INTERESTS .................................................................................. 23

6) REFERENCES.................................................................................................................. 24

7) EXHIBITS .......................................................................................................................... 25
Exhibit 7.1 – Example of Equity Method Accounting .................................................. 25
Exhibit 7.2 – Example of Cost Method Accounting ..................................................... 25
Exhibit 7.3 – Financial Statement Presentation on Noncontrolling Interests ........... 26
Exhibit 7.4 – Examples of Changes in Noncontrolling Interests ............................... 27
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Worldwide Accounting Policies and Procedures
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CASH AND CASH EQUIVALENTS.......................................................... 28


1) CASH AND CASH EQUIVALENTS ................................................................................. 29

2) VALUATION METHOD..................................................................................................... 29

3) RESTRICTED CASH ........................................................................................................ 29

4) CASH OVERDRAFTS ...................................................................................................... 30

5) REFERENCES.................................................................................................................. 30

TRADE, NOTES AND OTHER RECEIVABLES ....................................... 31


1) TRADE AND NOTES RECEIVABLE ............................................................................... 32

2) ALLOWANCES FOR DOUBTFUL ACCOUNTS ............................................................. 32

3) SALES ALLOWANCES ................................................................................................... 32

4) INCOME STATEMENT CLASSIFICATION ..................................................................... 32

5) RELATED PARTY TRANSACTIONS .............................................................................. 32

6) DISCOUNTING OF RECEIVABLES ................................................................................ 32

7) ACCOUNTING FOR INSURANCE RECOVERIES .......................................................... 33

8) REFERENCES.................................................................................................................. 34

GROWER LOANS AND ADVANCES ...................................................... 35


1) GROWER LOANS AND ADVANCES .............................................................................. 36

INVENTORY ............................................................................................. 37
1) DEFINITIONS ................................................................................................................... 38

2) INVENTORY ..................................................................................................................... 38

3) BASIS FOR DETERMINING INVENTORY COSTS ......................................................... 39

4) VALUATION METHOD..................................................................................................... 40

5) TREATMENT OF STANDARD TO ACTUAL VARIANCES ............................................ 40

6) CROP GROWING COSTS ............................................................................................... 40

7) SPARE PARTS INVENTORY .......................................................................................... 41


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Worldwide Accounting Policies and Procedures
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8) SLOW MOVING INVENTORY .......................................................................................... 42

9) CASH DISCOUNTS ON INVENTORY PURCHASES ..................................................... 42

10) ABNORMAL COSTS ........................................................................................................ 42

11) ELIMINATION OF INTERCOMPANY PROFIT ................................................................ 42

12) ACCOUNTING FOR INVENTORY EXCHANGES ........................................................... 42

13) FOREIGN CURRENCY AND FUEL HEDGE GAINS/LOSSES ....................................... 43

14) REFERENCES.................................................................................................................. 44

15) EXHIBITS .......................................................................................................................... 44


Exhibit 15.1 - Costs to be Included or Excluded from Inventory ............................... 44
Exhibit 15.2 - Composition of Inventory on the Balance Sheet ................................. 46
Exhibit 15.3 - Crop Growing Costs Chart ..................................................................... 46

MARKETABLE SECURITIES .................................................................. 48


1) TYPES OF MARKETABLE SECURITIES ....................................................................... 49

2) VALUATION METHOD..................................................................................................... 49

3) REFERENCES.................................................................................................................. 50

PROPERTY, PLANT & EQUIPMENT....................................................... 51


1) PROPERTY, PLANT AND EQUIPMENT ......................................................................... 52

2) CONSTRUCTION IN PROGRESS (CIP).......................................................................... 52

3) CAPITALIZATION OF INTEREST ON CONSTRUCTION IN PROGRESS .................... 52

4) DEPRECIATION OF FIXED ASSETS AND USEFUL LIVES .......................................... 53

5) GAIN/LOSS ON SALE OF ASSETS ................................................................................ 54

6) COMPUTER SOFTWARE ................................................................................................ 54

7) CAPITALIZATION VS. EXPENSING OF PP&E .............................................................. 54

8) IMPAIRMENT OF LONG-LIVED ASSETS....................................................................... 55

9) ACCOUNTING FOR ABANDONED ASSETS ................................................................. 55

10) ASSETS HELD-FOR-SALE ............................................................................................ 56

11) SALE LEASEBACK TRANSACTIONS ........................................................................... 57


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Worldwide Accounting Policies and Procedures
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12) ACCOUNTING FOR PLANNED MAINTENANCE ACTIVITIES ...................................... 57

13) ASSET RETIREMENT OBLIGATIONS............................................................................ 57

14) PURCHASE ACCOUNTING ADJUSTMENTS TO BOOK VALUE ................................. 58

15) REFERENCES.................................................................................................................. 59

GOODWILL AND INTANGIBLE ASSETS................................................ 60


1) INTANGIBLE ASSETS ..................................................................................................... 61

2) GOODWILL ...................................................................................................................... 61

3) PURCHASE ACCOUNTING ADJUSTMENTS ................................................................ 61

4) AMORTIZATION ............................................................................................................... 61

5) IMPAIRMENT TESTS ....................................................................................................... 62

6) REFERENCES.................................................................................................................. 63

LIABILITIES ............................................................................................. 64
1) LIABILITIES ...................................................................................................................... 65
1.1) Basic Accruals ...................................................................................................... 65
1.2) Complex Accruals................................................................................................. 65
1.3) Litigation Accruals................................................................................................ 66
1.4) Specific Accruals .................................................................................................. 66

2) DISTINCTION BETWEEN CURRENT AND NON-CURRENT ITEMS ............................ 66


2.1) Current Liabilities ................................................................................................. 66
2.2) Non-Current Liabilities ......................................................................................... 67

3) CONTINGENCIES ............................................................................................................ 67

4) ACCOUNTING FOR RESTRUCTURING COSTS ........................................................... 67

5) ACCOUNTING FOR SELF-INSURANCE RESERVES ................................................... 69

6) REFERENCES.................................................................................................................. 69

INCOME TAXES ...................................................................................... 70


Effective Date: Immediately Page 6 of 112
Worldwide Accounting Policies and Procedures
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REVENUE RECOGNITION AND ACCOUNTING FOR INCENTIVES AND


OTHER CONSIDERATIONS .................................................................... 71
1) REVENUE RECOGNITION – GENERAL......................................................................... 72

2) REVENUE RECOGNITION FOR RETURNABLE MERCHANDISE ................................ 72

3) REPORTING REVENUE GROSS AS A PRINCIPAL VERSUS NET AS AN AGENT .... 72

4) DISTINCTION BETWEEN PRODUCT REVENUE AND SERVICE REVENUE .............. 73

5) CONSIDERATION GIVEN BY THE COMPANY TO RETAILERS .................................. 74


5.1) Accounted For As a Reduction of Revenue ....................................................... 74
5.2) Accounted For As an Expense ............................................................................ 74

6) CONSIDERATION GIVEN BY A SUPPLIER TO THE COMPANY ................................. 75


6.1) Accounted For As a Reduction of Cost of Goods Sold .................................... 75

7) RECOGNITION AND MEASUREMENT OF REBATES AND OTHER INCENTIVES ..... 75

8) REFERENCES.................................................................................................................. 75

COSTS OF PRODUCTS SOLD ................................................................ 76


1) GENERAL ......................................................................................................................... 77

2) PRODUCT COSTS ........................................................................................................... 77

3) SHIPPING COSTS............................................................................................................ 77

4) DISTRIBUTION COSTS ................................................................................................... 77

5) RESEARCH AND DEVELOPMENT COSTS ................................................................... 78

6) START UP COSTS ........................................................................................................... 78

7) SHARE-BASED COMPENSATION EXPENSE ............................................................... 78

8) REFERENCES.................................................................................................................. 79

SELLING, MARKETING, AND ADMINISTRATIVE EXPENSES .............. 80


1) SELLING EXPENSES ...................................................................................................... 81

2) MARKETING EXPENSES ................................................................................................ 81

3) MARKETING EXPENSES TO BE NETTED AGAINST REVENUE ................................ 81

4) GENERAL AND ADMINISTRATIVE EXPENSES ........................................................... 82

5) ACCOUNTING FOR ADVERTISING EXPENSES ........................................................... 82


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Worldwide Accounting Policies and Procedures
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6) BAD DEBT EXPENSE...................................................................................................... 83

7) SHARE-BASED COMPENSATION EXPENSE .............................................................. 83

8) REFERENCES.................................................................................................................. 84

FOREIGN CURRENCY TRANSLATION .................................................. 85


1) FUNCTIONAL CURRENCY ............................................................................................. 86

2) SOURCE OF EXCHANGE RATES USED FOR RANSLATION/REMEASUREMENT ... 86

3) TRANSLATION OF FOREIGN CURRENCY STATEMENTS .......................................... 86

4) FOREIGN CURRENCY TRANSACTIONS....................................................................... 86

5) FOREIGN CURRENCY TRANSLATION OF DEBT OBLIGATIONS, NOTES PAYABLE


AND INTERCOMPANY NOTES ....................................................................................... 87

6) TRANSACTION GAINS AND LOSSES TO BE EXCLUDED FROM NET INCOME ...... 87

7) INTERCOMPANY ADVANCES TO FOREIGN ENTITY .................................................. 87

8) HEDGING ......................................................................................................................... 88

9) REFERENCES.................................................................................................................. 88

10) EXHIBITS .......................................................................................................................... 88


Exhibit 10.1 - Accounts to be Remeasured Using Historical Exchange Rates for
Translation from Local Currency into Functional Currency ...................................... 88

ACCOUNTING FOR LEASES .................................................................. 89


1) OVERVIEW ....................................................................................................................... 90

2) CAPITAL LEASES ........................................................................................................... 90

3) OPERATING LEASES ..................................................................................................... 90

4) LAND LEASES ................................................................................................................. 90

5) ACCOUNTING FOR CAPITAL LEASES ......................................................................... 90

6) ACCOUNTING FOR OPERATING LEASES ................................................................... 91

7) RENT HOLIDAYS ............................................................................................................. 91

8) LANDLORD/TENANT INCENTIVES ................................................................................ 91

9) DETERMINING LEASE TERM ......................................................................................... 92


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Worldwide Accounting Policies and Procedures
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10) DEPRECIATION OF LEASEHOLD IMPROVEMENTS ................................................... 92

11) REFERENCES.................................................................................................................. 93

PENSION AND OTHER POSTRETIREMENT BENEFIT OBLIGATIONS 94


1) OVERVIEW ....................................................................................................................... 95

2) METHODOLOGY.............................................................................................................. 95

3) MEASUREMENT DATE ................................................................................................... 95

4) PROCESS TO DETERMINE KEY ASSUMPTIONS FOR DOMESTIC PLANS .............. 96

5) PROCESS TO DETERMINE KEY ASSUMPTIONS FOR INTERNATIONAL PLANS .... 96

6) RECORDING PENSION EXPENSE ................................................................................. 97

7) REFERENCES.................................................................................................................. 98

ACCOUNTING FOR GUARANTEES ....................................................... 99


1) OVERVIEW ..................................................................................................................... 100

2) TYPES OF GUARANTEES ............................................................................................ 100

3) ACCOUNTING FOR GUARANTEES ............................................................................. 100

4) REFERENCES................................................................................................................ 102

ACCOUNTING FOR DERIVATIVES ...................................................... 103


1) OVERVIEW ..................................................................................................................... 104

2) ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES .............................. 104

3) FAIR VALUE MEASUREMENTS ................................................................................... 105

4) REFERENCES................................................................................................................ 105

ACCOUNTING FOR BUSINESS COMBINATIONS ............................... 106


1) OVERVIEW ..................................................................................................................... 107

2) MEASURING FAIR VALUE OF THE ACQUIREE ......................................................... 107

3) DETERMINING FAIR VALUE ........................................................................................ 107

4) ASSETS ACQUIRED AND LIABILITIES ASSUMED .................................................... 108


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5) ACQUISITION COSTS ................................................................................................... 110

6) RESTRUCTURING COSTS ........................................................................................... 110

7) CONTINGENT CONSIDERATION ................................................................................. 110

8) CONTINGENCIES .......................................................................................................... 110

9) REFERENCES................................................................................................................ 111

TOPIC INDEX ......................................................................................... 112


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Worldwide Accounting Policies and Procedures
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WORLDWIDE ACCOUNTING
POLICIES AND PROCEDURES
__________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Effective Date: Immediately Page 11 of 112
Worldwide Accounting Policies and Procedures
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1) PURPOSE

The purpose of the Accounting Policies and Procedures manual is to provide guidance to ensure that
significant accounting and financial reporting matters are uniformly applied across Dole Food
Company, Inc. (―Dole‖ or the ―Company‖).

The Company’s consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America (―U.S. GAAP‖). U.S. GAAP is
continuously changing. While it is not feasible to include every aspect of U.S. GAAP in this manual,
the document includes those significant accounting policies currently applicable to the Company. Any
revisions to the Company’s accounting policies and procedures must be approved by Dole’s Chief
Accounting Officer and Chief Financial Officer.

2) GENERAL INFORMATION

2.1) Scope
i) The Accounting Policies and Procedures apply worldwide to all divisions and subsidiaries of
Dole Food Company, Inc.

2.2) Responsible Party


i) The parties responsible for these Policies are the Corporate Controller and Corporate CFO.
Any questions or comments regarding these Policies should be directed to the
aforementioned parties.

2.3) Definitions
i) For the purposes of the Accounting Policies and Procedures, the following definitions shall
apply:

ii) ―Company‖ shall mean Dole Food Company, Inc. and its consolidated subsidiaries.

iii) ―Corporate‖ shall mean the corporate offices of Dole Food Company, Inc. located in Westlake
Village, California.

iv) ―Corporate Controller‖ shall mean the Chief Accounting Officer of Dole Food Company, Inc.

v) ―Corporate CFO‖ shall mean the Chief Financial Officer of Dole Food Company, Inc.

vi) ―Divisions‖ shall mean the operating divisions of Dole Food Company, Inc. listed below:

(a) Asia
(b) Chile
(c) Corporate
(d) Europe
(e) Fresh Vegetables
(f) Latin America (including Dole Ocean Cargo Express)
(g) North America Fresh Fruit
(h) Worldwide Packaged Foods (including related foreign operations and Hawaii)

vii) ―Investment‖ shall mean any entity in which Dole Food Company, Inc., directly or indirectly,
has less than a 50% ownership interest.
Effective Date: Immediately Page 12 of 112
Worldwide Accounting Policies and Procedures
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viii) ―Subsidiary‖ shall mean any entity in which Dole Food Company, Inc., directly or indirectly,
has a 50% or greater ownership interest, or has the capacity of an entity to dominate
decision-making, directly or indirectly, in relation to the financial and operating policies of the
entity so as to enable that other entity to operate with it in pursuing the Company’s
objectives."

ix) ―U.S. GAAP‖ shall mean the Generally Accepted Accounting Principles of the United States
per the Financial Accounting Standards Board (―FASB‖) Accounting Standards Codification
(―ASC‖).

x) ―WWCOA‖ shall mean the Worldwide Chart of Accounts of Dole Food Company, Inc
Reference: 1.1 Effective Date: Immediately Page 13 of 112
Worldwide Chart of Accounts
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CORPORATE REPORTING PROCESS


_______________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 1.1 Effective Date: Immediately Page 14 of 112
Worldwide Chart of Accounts
Only the Intranet Policy Portal has the current version. Verify the hard copy against the Policy Portal before use.

1) CONSOLIDATED FINANCIAL STATEMENTS

a) In order to provide management with the appropriate financial information required to assess the
Company’s performance and current financial position, consolidated financial statements are
prepared at the end of each fiscal period. The consolidated financial statements are prepared
based on the data submitted by all of the divisions using the Company’s worldwide consolidation
system – Hyperion Financial Management (―HFM‖). The divisions are required to submit a data
extract which is uploaded into HFM and mapped to the appropriate accounts as defined in the
company’s Worldwide Chart of Accounts.

b) Divisions are also required to submit balance sheet and income statement variance explanations
each fiscal period and/or quarter based on the following thresholds established by the Corporate
Controller’s Organization:

i) Balance Sheet – All fluctuations >$2.5M and a 5% change; or for all fluctuations >$5M.

ii) Income Statement – If a component of gross margin, then all fluctuations >$1M and a 5%
change; or for all fluctuations >$5M. If a component below gross margin then all fluctuations
>$500K and a 5% change; or for all fluctuations >$5M.

iii) Separate balance sheet variance explanations are required for (1) current period versus prior
year end, (2) current quarter versus prior quarter (quarter close only) and (3) current quarter
versus current year prior quarter (quarter close only).

iv) Separate income statement variance explanations required for (1) current year-to-date period
versus prior year-to-date period, (2) current quarter versus prior year quarter (quarter close
only) and (3) current quarter versus current year prior quarter (quarter close only).

2) DIVISIONAL CONFERENCE CALLS

a) Prior to the quarter/annual close, each division is required to participate in a conference call with
Corporate Reporting. The purpose of this call is to discuss current business developments,
significant non-routine transactions, changes to reporting templates and new accounting
guidance.

3) REPORTING TEMPLATES

a) In order to capture all of the financial information currently required for the Company’s quarterly
and annual SEC filings, quarterly and year-end reporting templates are provided to each division
based on an evaluation of existing accounting guidance, SEC requirements and various other
factors. Divisions are instructed to use the updated templates posted to the Dole Corporate
Reporting web portal each quarter and not to roll forward or use prior quarter templates.

b) Prior to the quarter/annual close date, the updated templates and schedule of corresponding due
dates are posted to the Dole Corporate Reporting web portal.

c) All reporting templates require Division Controller sign-off. Certain templates that involve items
that require critical judgments to be made also require Division CFO sign-off. It is essential that
both the Division Controller and/or Division CFO maintain copies of all correspondence as
evidence of their review of the completed templates.

d) The following is a list of reporting templates that are currently required to be submitted to
Corporate Reporting on a quarterly and/or annual basis and the appropriate level of divisional
review/sign-off:
Reference: 1.1 Effective Date: Immediately Page 15 of 112
Worldwide Chart of Accounts
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Quarterly (Q)/ Divisional


Schedule Annually (A) Sign-off
Cash and Cash Equivalents Schedule Q/A Controller
Revenue & EBIT Driver Analysis * Q/A Controller/CFO
Hedge Gain (Loss) Detail Q/A Controller/CFO
Pension and OPRB Schedule Q/A Controller/CFO
Assets Held-For–Sale Q/A Controller
Debt Summary Q/A Controller
Summary of Contingent Liabilities Q/A Controller/CFO
Recurring Earnings Analysis Q/A Controller/CFO
Other income (expense) Q/A Controller/CFO
Cash Flows Schedule Q/A Controller
Aging of Trade Receivables Q/A Controller
Asset Allowances Q/A Controller
Other Assets and Liability Detail Q/A Controller
Derivatives Questionnaire Q/A Controller/CFO
Inventory Exchanges Q/A Controller/CFO
Checklist – Variable Interest Entities Q/A Controller/CFO
Summary – Asset Retirement Obligations Q/A Controller/CFO
Related Party Transactions Q/A Controller/CFO
CIP Analysis Detail Q/A Controller
CTA Detail Q/A Controller/CFO
Template Review Checklist Q/A Controller/CFO
Segment Reporting Detail A Controller
Rollforward of Grower Advances A Controller
Land and Other Facilities Template A Controller/CFO
Operating Leases and Other Commitments A Controller/CFO
Equity Method Investment Details A Controller/CFO
Significant Accounting Policies and Divisional A Controller/CFO
Disclosure Checklist
Deloitte & Touche Fees A Controller
Asset Useful Lives A Controller
Business Section Templates A Controller/CFO
* - Applicable to international divisions only

4) COMPLEX ACCOUNTING MATTERS

Complex accounting matters that arise at the divisional level should be discussed with the Corporate
Controller’s Organization to ensure that the proper U.S. GAAP accounting treatment is applied and
that the accounting is consistent with the Company’s accounting policies. For complex accounting
matters, documentation must be prepared which addresses the complex accounting issue and
supports the rationale for the accounting methodology adopted.

5) ACCOUNTING CALENDAR

a) The Company’s fiscal year ends on the Saturday closest to December 31.
b) The Company’s fiscal calendar includes 13 periods, each 4 weeks in duration.
c) The Company operates under a 52/53 week year.
d) The Company’s first, second and fourth quarters are 12 weeks in duration and the third quarter is
16 weeks in duration.
Reference: 1.1 Effective Date: Immediately Page 16 of 112
Worldwide Chart of Accounts
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WORLDWIDE CHART OF ACCOUNTS


__________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 1.1 Effective Date: Immediately Page 17 of 112
Worldwide Chart of Accounts
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1) SUMMARY OF WORLDWIDE CHART OF ACCOUNTS

As a reference, the Worldwide Chart of Accounts can be summarized in the following categories:

Matrix of WWCOA
Account Range Account Description
100000 - 299999 Assets
Cash & Short Term Investments
101000 - 105000 - Cash
107000 - 109000 - Short Term Investments
110000 - 118000 Trade Receivables
120000 - 128000 Short Term Grower Advances
130000 - 139000 Notes & Other Receivables
140000 - 163000 Inventories
165000 - 168500 Prepaid Expenses
169500 - 169900 Current Deferred Taxes
170000 Other Current Assets
171000 Assets Held-for-Sale
173000 - 173300 Income Tax Refunds
175000 -178500 Investments
Property, Plant & Equipment
000900 - 000907, 000914, 000916 - Gross PPE - Activity Accounts
000908 - 000913, 000915, 000917 - Acc. Depreciation - Activity Accounts
180000 - Gross PPE - Detail Accounts
220000 - Acc. Depreciation - Detail Accounts
260000 - 264000 Long Term Grower Advances
270000 - 278000 Long Term Notes & Other Receivables
280000 - 283500 Intangible Assets
290000 Deferred Tax Asset
290100 - 291500 Deferred Charges
293000 Other Non Current Assets
294000 Assets Held-for-Sale – Long Term
298000 Allocation of Regional Prod. & Distr.

300000 - 387000 Liabilities


300100 - 302000 Notes Payable
304000 - 306000 Long Term Debt -Current Portion
310000 - 312500 Accounts Payable
313000 - 350000 Accrued Liabilities
349800 Liabilities Related to Assets Held-For-Sale
351000 - 353000 Income Tax Payable
354000 - 355000 Deferred Income Taxes - Current Portion
356000 - 361000 Intercompany Balance Sheet
362000 - 367000 Long Term Debt
369000 - 371000 Deferred Income Taxes
372000 - 386000 Deferred Credits
387000 Minority Interest
Reference: 1.1 Effective Date: Immediately Page 18 of 112
Worldwide Chart of Accounts
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390000 - 399999 Equity


391000 - 394000 Paid in Capital
395000 Cumulative Foreign Currency Trans. Adj.
395500 Minimum Pension Liability
395700 Unrealized Gain/Loss on Hedges
396000 - 399999 Retained Earnings
395800 Noncontrolling Interests

400000 - 999999 P&L Accounts


401000 - 440000 Net Outside Revenue
441000 Intercompany Revenue
501000 - 895500, 906000 - 908800 Expense *
901000 - 910900 (Except 903000) Other Income & Expense **
903000 Intercompany Dividends
911000 – 913000, 916000 Interest Income
914000 - 931000 Interest Expense
950000 - 970000 Income Tax Expense
980000 - 983000 Special Charge **
985000 Net Income Noncontrolling Interests

*Expense accounts are classified as "Gray" and "Non-Gray" Accounts

Gray accounts are those accounts that can be classified as any of the following expense types:
Product Cost, Distribution Cost, Shipping Cost, Marketing Expense, Selling Expense, or G&A
Expense.

The expense classification is defined by the category code 18 (CC18) or expense type used in
the specific JDE business unit.

For example, account 545000 - Regular Salaries could be classified as any of the above
mentioned expense types, depending on the CC18 used in JDE.

Non-Gray accounts are those that only have one specific expense type. For example, account
850000 - Sales Brokerage is always considered "Selling Expense", regardless of the CC18 used
in JDE.

** Miscellaneous other income/expense (account 910000) and the special charge accounts can
only be used with approval of the Corporate Controller’s Organization.

For a comprehensive list of accounts and account descriptions, refer to the “Worldwide
Chart of Accounts” file, on the Intranet “Policies and Procedures” Portal under DFC –
Worldwide Finance folder.
Reference: 1.2 Effective Date: Immediately Page 19 of 112
Consolidation Process
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CONSOLIDATION PROCESS
_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 1.2 Effective Date: Immediately Page 20 of 112
Consolidation Process
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1) CONSOLIDATED FINANCIAL STATEMENTS

a) The consolidated financial statements of Dole include all entities (including corporations, limited
liability companies and partnerships) both foreign and domestic, in which the company owns,
directly or indirectly, more than 50 percent of the voting stock and/or there is evidence of control
as defined in ASC Topic 323, “Investments – Equity Method and Joint Ventures”. Indicators of
control include the ability to exercise significant influence over operating and financial policies
(including representation on the Board of Directors, participation in policy making processes,
material intercompany transactions, interchange of managerial personnel, or technological
dependency).

b) Since the consolidated statements are based on the assumption that they represent the financial
position and operating results of a single business enterprise, the following guidelines apply in
consolidation:

i) All assets, liabilities, equity, sales, costs, and other income (expense) are combined and all
intercompany accounts are eliminated.

ii) Intercompany profit or loss on activities between divisions is eliminated.

c) Dole’s WWCOA includes several accounts specifically identified as ―intercompany‖. Divisions use
these accounts combined with an intercompany partner (or entity number) to record transactions
with other Dole entities. The Company’s worldwide financial reporting consolidation software
automatically matches the balances recorded in the intercompany accounts and reclassifies any
difference to intercompany difference accounts (specifically identified within the system for this
purpose). These accounts are monitored every period by Corporate Consolidations to ensure that
all intercompany balances are properly eliminated.

2) ADJUSTMENT COMPANIES

a) Adjustment companies are used to record accounting transactions that cannot be recorded on an
entity’s statutory books. The following are types of accounting entries recorded in adjustment
companies:

i) Elimination of consolidated investments and related equity balances,

ii) Elimination of intercompany transactions, and impact of noncontrolling interests (previously


minority interests);

iii) Purchase accounting adjustments;

iv) Adjustments to convert statutory financial records from local GAAP to U.S. GAAP;

v) Adjustments to statutory books for events, transactions or corrections that were not recorded
as a result of timing issues. These adjustments are to be reversed from the adjustment
company and pushed down to the appropriate legal entity in the next accounting period.

vi) Allocations by market or product

b) Under no circumstances should adjustment companies be used to ―alter‖ or ―manage‖ the


financial results of an entity or division. Examples of inappropriate journal entries include the
following:

i) Adjustments to increase revenues or decrease costs


Reference: 1.2 Effective Date: Immediately Page 21 of 112
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ii) Mask diversion of funds

iii) Improper adjustments to segment reporting

iv) Improper reversal of purchase accounting reserves

v) Improper write-offs of uncollectible accounts receivable to purchase accounting reserve


accounts and intercompany accounts, thereby not reducing income

vi) Understate payables through the recording of post-closing journal entries to increase various
revenue accounts

vii) Improper decrease of accounts payable and expenses

viii) Improper capitalization of costs as fixed assets, construction in progress or any other type of
asset, instead of expensing those costs as incurred

ix) Improper recording of allowances or reserves

3) ACCOUNTING FOR INVESTMENTS IN UNCONSOLIDATED ENTITIES

a) The financial statements of entities in which Dole owns less than 50% and/or are not controlled
by Dole are not to be consolidated. Investments in these entities are accounted for under either
the equity method or cost method.

b) Investments in entities in which Dole’s ownership is 20% - 50% are recorded under the equity
method, provided the company has the ability to exercise significant influence.

c) Investments in entities in which Dole’s ownership is less than 20% are recorded under the cost
method (the lower of cost or fair market value).

3.1) Equity Method


a) Dole (as an investor) initially records an investment in the stock of an investee at cost (see Exhibit
1 for example).

b) The carrying amount of the investment is to be adjusted each period based on Dole’s ownership
percentage of the investee’s earnings or losses (see Exhibit 1).

c) If the investee has other comprehensive income (reported as a component of equity), Dole (as an
investor) would record its proportionate share as an increase or decrease to its investment with a
corresponding increase or decrease to other comprehensive income in its own equity section of
the financial statements.

d) Any dividends received should reduce the carrying amount of the investment (see Exhibit 1).

e) Dole’s investment is based on its ownership percentage and the investment is adjusted to reflect
any changes in the investee's capital.

f) If an investee experiences a series of operating losses, this could indicate a decrease in the value
of Dole’s investment which is other than temporary. In this case, a write-down of the investment is
to be recorded. Examples of other than temporary declines include:

i) Absence of an ability to recover the carrying amount of the investment;


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ii) Inability of the investee to sustain an earnings capacity which would justify the carrying
amount of the investment

g) If the share of losses equal or exceed the carrying amount of the investment, the equity method
would no longer apply and the investment would be reduced to zero. No additional losses are to
be recorded unless Dole has guaranteed the obligations of the investee or has committed to
provide further financial support for the investee.

h) If the investee subsequently reports net income, Dole would resume applying the equity method
only after its share of the net income equals the share of net losses not recognized during the
period the equity method was suspended.

i) If the financial statements of a company accounted for under the equity method are not provided
on a timely basis, the most recent available financial statements should be used to record the
best estimate of Dole’s share of equity earnings. This lag in reporting should be consistent from
period to period.

j) If an investment is made in a company whose financial statements are not prepared based under
U.S. GAAP, the reporting division is responsible for ensuring that the necessary U.S. GAAP
adjustments are recorded as part of the periodic financial close process.

3.2) Cost Method


a) Dole (as an investor) initially records an investment in the stock of an investee at cost (see Exhibit
2 for example). Dividends received are recognized as other income (see Exhibit 2).

b) Any dividends that are received which are in excess of earnings are considered a return of
investment and are to be recorded as a reduction of the cost of the investment.

c) A series of operating losses of an investee or other factors may indicate a decrease in value of
Dole’s investment which is other than temporary and should be recognized immediately.

4) CONSOLIDATION OF VARIABLE INTEREST ENTITIES

a) As part of every financial period closing process, all divisions should evaluate whether or not they
have any unconsolidated entities that may qualify as a variable interest entity which are required
to be consolidated under ASC Topic 810, “Consolidation”. Although an entity may not control the
voting stock of a company, it may have the power, as a result of the entity’s purpose and design
through other transactions and ownership structures, to direct the activities of the entity that most
significantly impact the entity’s economic performance. In evaluating whether control exists,
divisions should consider both qualitative and quantitative factors such as whether Dole has an
interest in the cash flows or operating results of an entity, or whether an entity exists solely for
Dole’s benefit. The following discussion includes examples of entities that need to be evaluated
for consolidation under ASC 810:

i) Interest in the Cash Flows or Results of Operations of Entities

(a) Entities in which Dole has no ownership interest (with either nothing recorded in the
general ledger or for which no legal ownership exists) but for which Dole receives profits
or absorbs losses, i.e. Dole funds the operations of the entity.

(b) Entities in which Dole receives a disproportionate amount of profits or absorbs losses in
comparison with Dole’s ownership interest.
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(c) Entity in which Dole has made an advance and for which no other party has contributed
capital or equity at risk. Also included are loan arrangements for which Dole is named in
the bank agreement as the borrower or takes primary responsibility with the bank for the
receipt and payment of loan funds.

(d) Arrangements with vendors or customers in which Dole makes advances and is
responsible for funding losses and/or receives benefit or amounts based on profits of the
other entity. These could include grower agreements whereby Dole takes ownership of a
farm upon the occurrence of certain events.

ii) Interest in Entities Established Solely for the Benefit of Dole

(a) Entities in which Dole has a minority ownership interest or for which Dole has no
ownership interest (with either nothing recorded in the general ledger or for which no
legal ownership exists), but which are formed for the benefit of Dole and for which Dole
controls the underlying assets of the entity.

(b) Any trust or similar arrangements in which Dole is the beneficiary or Dole functions as the
trustee.

iii) Entities Not Currently Consolidated but Controlled by Dole

(a) Entities in which Dole has a majority ownership interest (common stock of the entity) or
exercises control but are not consolidated.

b) If an entity is identified by a division that meets the characteristics of a variable interest entity as
described above, the facts and circumstances should be reported and discussed with the
Corporate Controller’s Organization for further evaluation.

5) NONCONTROLLING INTERESTS

a) A noncontrolling interest, previously referred to as minority interest, is the portion of a subsidiary’s


equity not attributable, directly or indirectly, to a Dole consolidated entity. Typically, noncontrolling
interests own less than 50% of an entity. For example, 80 percent of a subsidiary's ownership
interests are held by the subsidiary's parent, and 20 percent of a subsidiary's ownership interests
are held by other owners. The ownership interests in the subsidiary that are held by owners other
than the parent is a noncontrolling interest.

i) The noncontrolling interest shall be reported in the consolidated balance sheet within equity,
but separately from the parent's equity, and titled ―noncontrolling interest in subsidiaries‖
(account #395800 ―Noncontrolling Interests‖). See Exhibit 3 for an example of this
presentation.

ii) Consolidated net income, net income attributable to wholly owned Dole entities and net
income attributable to noncontrolling interests should be presented separately on the face of
the consolidated income statement (See Exhibit 3). Net income from noncontrolling interests
is to be recorded to account #985000 ―Net Income Noncontrolling Interests‖ for the portion of
income (loss) related to the external shareholders’ corresponding interest.

b) An entity should allocate losses to the noncontrolling interest even if that allocation results in a
negative (debit) noncontrolling interest balance. Losses are not to be limited to the carrying
amount of the noncontrolling interest.

c) Changes in Ownership
Reference: 1.2 Effective Date: Immediately Page 24 of 112
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i) Control to Control

(a) Additional purchases and sales of a subsidiary’s stock, when an entity already has
control of a subsidiary and will retain control after the transaction, are to be recorded as
equity transactions. Any difference between the consideration paid to acquire additional
interest and the book value of those interests is to be recorded to additional paid-in-
capital.

ii) Control to Non-Control

(a) When a parent company loses controlling ownership in a subsidiary, a gain or loss is to
be recognized in the income statement. The gain or loss is to be calculated as the
difference between (1) the proceeds plus the fair value of the former parent’s retained
noncontrolling interest, if any, at the date the control was lost and (2) the book value for
the former parent’s interest in the former subsidiary immediately before control was lost.

iii) Non-Control to Control

(a) When a parent company acquires control of a subsidiary (regardless of whether the
parent acquires 51% or 100%), it should include 100% of the fair value of all of the
acquired company’s assets and liabilities in its consolidated financial statements.

(b) ―Step-acquisitions‖ occur when control of a business is obtained after the acquirer
already owns a noncontrolling interest in the acquiree’s equity. In a step acquisition, the
acquirer’s preexisting interest in the acquiree is remeasured to fair value with a resulting
gain or loss recorded in the income statement. After remeasuring it to fair value, the
existing interest is then included in the fair value of the entire business acquired.
Noncontrolling interest in the acquired business will be measured initially as its share in
the fair value of the identifiable assets acquired and liabilities assumes, plus its share of
goodwill.

Refer to Exhibit 4 for examples and journal entries related to the three types of changes in control
mentioned above.

6) REFERENCES

a) ASC 323-10, Investments – Equity Method and Joint Ventures (Accounting Principles Board
Opinion No. 18 – Equity Method of Accounting for Investments in Common Stock)

b) ASC 810-10, Consolidation (Financial Interpretation No. 46(R) – Consolidation of Variable


Interest Entities, an interpretation of ARB No. 51)
(Financial Accounting Standard No. 167 – Amendments to FASB Interpretation No. 46 (R))
(Financial Interpretation No. 46(R) – Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51)

c) ASC 810-10-65, Consolidation (Financial Accounting Standard No. 160 – Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51)
Reference: 1.2 Effective Date: Immediately Page 25 of 112
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7) EXHIBITS

Exhibit 7.1 – Example of Equity Method Accounting


On October 10, 20XX Dole acquired a 40% interest (40,000 shares) in NEWCO for $100,000.
NEWCO generated income of $10,000 from October 10 - December 31, 20XX. On December 15,
20XX, NEWCO declared and paid a dividend of $.25 per share.

1. Record initial investment in NEWCO

DR. Investment in non-consolidated


subsidiaries (#177500.906) $100,000

CR. Cash $100,000

2. Record Dole's 40% share of earnings generated by NEWCO

DR. Investment in non-consolidated


subsidiaries (#177500.906) $4,000
CR. Equity Earnings $4,000
(#901000)

3. Record dividend paid by NEWCO (40,000 shares at $.25)

DR. Cash $10,000


CR. Investment in non-
consolidated subsidiaries $10,000
(#177500.951)

Exhibit 7.2 – Example of Cost Method Accounting


On October 10, 20XX Dole acquired a 10% interest (2000 shares) in NEWVEST for $50,000.
On December 15, 20XX, NEWVEST declared and paid a dividend of $1 per share.

1. Record initial investment in NEWVEST

DR. Investment in non-consolidated


subsidiaries $50,000
(#178500.906)
CR. Cash $50,000

2. Record dividend paid by NEWVEST

DR. Cash $2,000


CR. Dividends from investment $2,000
Reference: 1.2 Effective Date: Immediately Page 26 of 112
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Exhibit 7.3 – Financial Statement Presentation on Noncontrolling Interests

CONDENSED CONSOLIDATED BALANCE SHEETS

June 14, December 29,


2008 2007
(In thousands, except share
data)
ASSETS
Total assets ................................................................................................................................
$ 4,757,797 $ 4,642,884
LIABILITIES AND EQUITY
Total current liabilities .................................................................................................................
1,594,590 1,152,732
Total long-term liabilities ............................................................................................................
2,644,570 3,135,266
Shareholders’ equity
Common stock — $0.001 par value; 1,000 shares authorized, issued

and outstanding............................................................................................................................ —
Additional paid-in capital ..............................................................................................................
409,907 409,907
Retained earnings (deficit) ...........................................................................................................
66,926 (84,883)
Accumulated other comprehensive income (loss) .......................................................................
11,939 (16)
Equity attributable to Dole Food Company, Inc. ..........................................................................
488,772 325,008
Equity attributable to noncontrolling interests ..............................................................................
29,865 29,878
Total shareholders’ equity ..........................................................................................................
518,637 354,886
Total liabilities and shareholders’ equity ....................................................................................
$ 4,757,797 $ 4,642,884

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter Ended
June 14, 2008 June 16, 2007
2008
Income from continuing operations before income taxes and equity
earnings ..................................................................................................... 105,181 45,906
Income taxes .......................................................................................... 69,577 7,086
Equity in earnings of unconsolidated subsidiaries .................................. 2,333 904
Income from continuing operations ................................................................ 177,091 53,896
Income (loss) from discontinued operations, net of income taxes .................. 4,318 (4,020)
Net income ............................................................................................... 181,409 49,876
Less: Net income attributable to noncontrolling interests, net of
income taxes ........................................................................................ (655) (821)
Net income attributable to Dole Food Company, Inc. ........................... $ 180,754 $ 49,055
Reference: 1.2 Effective Date: Immediately Page 27 of 112
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Exhibit 7.4 – Examples of Changes in Noncontrolling Interests


Control to Control - Company A owns 80% of its subsidiary, which it has on its books for a net of $100.
Assume the noncontrolling interest in the subsidiary is $20 and the controlling interest is $80. Company A
buys the remaining 20 percent of the subsidiary for $30. When this transaction occurs, noncontrolling
interest (a component of equity) is reduced by $20 to zero and the equity of Company A is reduced by
$10. There are no changes to consolidated assets or liabilities except for the $30 cash paid for the
additional interest.

DR. Noncontrolling interest in subsidiary $20


DR. Company A – APIC $10
CR Cash $30

Control to Noncontrolling - Company A owns 80% of its subsidiary with a book value $100. Assume the
book values of the noncontrolling interest and Company A are $20 and $80, respectively. Company A
reduces its interest in the former subsidiary to 10% (from 80%) by selling stock for $105. Assume that fair
value of 100% of the subsidiary is $150 and that fair value of 10% is $15. The gain on the sale would be
computed as follows:

DR. Cash $105


DR. Investment in former subsidiary $15
DR. Noncontrolling interest in former subsidiary $20
CR. Net assets of former subsidiary $100
CR. Gain on sale $40

Noncontrolling to Control - Company A purchases a 35% interest in Company B for $2,000 on January
1, 2006. Company A uses the equity method to account for its 35% interest in Company B. Assume that
Company A’s equity in the income of Company B for 2007 is $500 so that the book value of Company A
in Company B at December 31, 2007 is $2,500. On December 31, 2007, Company A purchases an
additional 40% of Company B for $4,000. Assume that on December 31, 2007, the fair value of all of
Company B is $10,000 and that the fair value of 35% of Company B equals $3,500. On December 31,
2007, Company A’s existing 35% interest in Company B is remeasured to $3,500, resulting in a gain of
$1,000 ($3,500 less the $2,500 book value) in the income statement. On December 31, 2007, Company
A would then account for the acquisition of control of Company B as a business combination where the
fair value of 100% of Company B is $10,000.

(1) To record the initial purchase of 35% in Company B and 2007 earnings

DR. Investment in Company B (35%) $2,500


CR. Equity Earnings $500
CR. Cash $2,000

(2) To adjust the original investment in Company B for the purchase of the additional 40%

DR. Investment in Company B (35%) $1,000


CR. Gain on acquisition $1,000

3) To record the purchase of the additional 40% in Company B

DR. Net Assets Company B $10,000


CR. Cash $4,000
CR. Investment in Company B $3,500
CR. Noncontrolling interests $2,500
Reference: 2.0 Effective Date: Immediately Page 28 of 112
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CASH AND CASH EQUIVALENTS


_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 2.0 Effective Date: Immediately Page 29 of 112
Cash and Cash Equivalents
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1) CASH AND CASH EQUIVALENTS

a) Cash is defined as currency on hand, demand deposits with banks or other financial institutions,
undeposited checks, money orders and drafts that are available on demand. Cash equivalents
are short-term, highly liquid investments which are both:

i) readily convertible to known amounts of cash and

ii) so near their maturity that they present insignificant risk of changes in value because of
changes in interest rates

b) Generally, only those investments with original maturities of 3 months or less qualify as cash
equivalents. Examples of cash equivalents include treasury bills, commercial paper, money
market funds and certificates of deposits.

i) Original maturity means original maturity to the entity holding the investment. For example,
both a three-month U.S. Treasury bill and a three-year Treasury note purchased three
months from maturity qualify as cash equivalents. However, a Treasury note purchased three
years ago does not become a cash equivalent when its remaining maturity is three months.

(a) Highly liquid securities that have long-term stated maturities, (i.e. Auction Rate
Securities) do not meet the definition of a cash equivalent and are to be accounted
for as debt securities. Refer to Section 5 ―Marketable Securities‖ of this policy for
further detail.

2) VALUATION METHOD

a) Cash and cash equivalents are initially recorded at cost. At the end of each reporting period, cash
and cash equivalents are to be recorded at their fair market value. In the case of cash and cash
equivalents denominated in foreign currencies, they are to be converted based on the applicable
foreign exchange closing rates provided by Corporate Treasury at the end of each fiscal period.

i) Fair value is defined as the amount at which the asset could be bought or sold in a current
transaction between willing parties other than in a forced or liquidation sale (i.e. quoted
market prices in active markets).

3) RESTRICTED CASH

a) Cash and cash equivalent balances that are legally restricted as to their withdrawal or their use
should be reported separately from unrestricted cash (account #105000 ―Cash and Cash
Equivalents Restricted‖). Legally restricted balances may be classified as current or noncurrent
based on the terms or classification of the underlying borrowing arrangements.

b) Restrictions may arise under the following conditions:

i) The restrictions are placed by a third party (e.g. banks and government agencies) in
which the funds are not accessible on demand by the Company, except for
―uncollected funds‖ held by banks during the normal course of business;

ii) Funds that are maintained in the bank as collateral for a letter of credit or a loan;

iii) Funds that are designated specifically for restricted use, such as deposits in escrow;
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iv) Contracts entered into with others.

c) Restricted cash equivalents may include money market funds, time deposits, commercial
paper and certificates of deposit.

4) CASH OVERDRAFTS

a) Cash overdrafts balances which cannot be offset by other positive cash accounts balances are to
be recorded in the cash overdraft reclassification account #312500 ―Cash Overdraft
Reclassification,‖ which is reported as accounts payable for financial statement purposes.

i) The right of offset exists when negative and positive cash accounts are held at the same
banking institution within the same country and can be used to offset each other.

b) All cash overdraft reclassification entries for U.S. domestic entities are to be recorded on a
quarterly basis by Corporate Financial Reporting only. Foreign entities are to record overdraft
reclassifications on a quarterly basis provided the right of offset does not exist.

5) REFERENCES

a) ASC 210-10-45-4, Comprehensive Income (Accounting Research Bulletin No. 43 – Restatement


and Revision of Accounting Research Bulletins, Chapter 3A, paragraph 6)

b) ASC 230, Statement of Cash Flows (Financial Accounting Standard No. 95 – Statement of Cash
Flows)
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Trade, Notes and Other Receivables
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TRADE, NOTES AND OTHER RECEIVABLES


_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 3.0 Effective Date: Immediately Page 32 of 112
Trade, Notes and Other Receivables
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1) TRADE AND NOTES RECEIVABLE

a) Trade receivables represent amounts that are due within one year on receivables that arise from
the sale of products in the normal course of business to outside third parties, net of allowances
for doubtful accounts and sales allowances.

b) Short-term notes and other receivables (account #130000 ―Notes and Other Receivables – Net‖)
represent amounts that are due within one year and include promissory notes and the related
interest from third parties as well as claims, employee and government agency receivables. Long-
term notes and other receivables represent amounts due after one year and are to be recorded to
account #270000 ―Long-Term Notes and Other Receivables - Net.‖

2) ALLOWANCES FOR DOUBTFUL ACCOUNTS

a) An allowance for trade and notes receivables is to be established based on specific knowledge of
a customer’s financial condition and/or historical loss experience. An allowance is to be recorded
and charged to bad debt expense when a trade or notes receivable is deemed to be uncollectible.
Allowances are to be reviewed at least quarterly for appropriateness. Recoveries of trade or
notes receivables that were previously reserved for are to be credited to income through the bad
debt expense account.

b) For specific guidance related to allowance thresholds and approval authority for note and
trade receivables, refer to the Dole Food Company “Worldwide Allowance and Accrual
Policy” on the Intranet Policies and Procedures Portal under DFC – Worldwide Finance
folder..

3) SALES ALLOWANCES

a) A sales allowance is to be recorded for specific claims for product quality, cash discounts or other
concessions.

4) INCOME STATEMENT CLASSIFICATION

a) Bad Debt Expense should be recorded as a component of Selling, General and Administrative
Expense (account #840000 ―Bad Debt Expense‖). Any exception to this policy should be
discussed with the Corporate Controller and Corporate CFO.

5) RELATED PARTY TRANSACTIONS

a) ASC 850 (FAS No. 57, ―Related Party Disclosures‖) requires that financial statements disclose
material related party transactions. As a result, any trade and notes receivable balances from
officers, employees, or affiliates are to be reported under specific ―other‖ receivable accounts
(account #136000 ―Employee Receivables,‖ account #136500 ―Affiliate Receivables,‖ account
#276000 ―Employee Receivables (long-term)‖ and account #276500 ―Affiliate Receivables (long-
term).‖

6) DISCOUNTING OF RECEIVABLES

a) When the Company receives a long-term note receivable in exchange for property, goods, or
service in a bargained transaction entered into at arm's length, it is assumed that the rate of
interest stipulated by the parties to the transaction represents fair and adequate compensation to
the Company for the use of the related funds. This assumption would not apply if (1) interest is
not stated, or (2) the stated interest rate is unreasonable or (3) the stated face amount of the note
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is materially different from the current cash sales price for the same or similar items or from the
market value of the note at the date of the transaction. Please contact the Corporate Controller’s
Organization to discuss the appropriate accounting for receivables of this type.

7) ACCOUNTING FOR INSURANCE RECOVERIES

a) Involuntary conversions of nonmonetary assets to monetary assets may result from the loss of an
asset due to some uncontrollable event (e.g., destruction due to a natural disaster, government
condemnation and expropriation). Some of these events are insurable, thus resulting in an
insurance recovery. Gains or losses on the retirement of assets should consider whether an
insurance recovery is to be received. A gain results from the receipt of an insurance recovery in
excess of the net book value of the retired assets. If no recovery is received, or the recovery is
less than the net book value of the asset, a loss will result.

b) An entity that incurs a loss to due an impairment of an asset or incurrence of a liability, and
expects to recover all or a portion of that loss through insurance claims, should record an asset
for the amount considered probable of recovery from the insurance claim, not to exceed the
amount of the total losses incurred (net book value of assets written-off plus incremental costs
incurred). Subsequent recording of amounts in excess of an amount initially deemed probable of
recovery from an insurance claim should only be those amounts considered probably of recovery
but, in all cases, limited to actual additional covered losses or direct, incremental costs incurred to
obtain the insurance recovery. Any recovery expected in excess of covered losses or direct,
incremental costs incurred to obtain the insurance recovery represent a gain contingency.

i) Insurance proceeds that will result in a gain generally should be recognized when they are
realized. Insurance proceeds are considered to be realized when the insurance carrier settles
the claim and the insurance settlement is finalized and agreed to by all parties. Payment
alone does not mean the realization has occurred if such payment is made under protest or is
subject to refund. Thus, recognition of the proceeds is appropriate when both of the following
conditions are met:

(1) The entity has either received the proceeds or an acknowledgement from the insurance
carrier of coverage and the related amounts and

(2) The proceeds received or the acknowledged coverage amount is not refundable and
cannot be offset against amounts to the insurance carrier.

ii) Gains on insurance settlements should be booked against the same account originally used
to record the related expenses. This gain and loss should be included as a component of cost
of products sold.

c) Entities may also incur losses relating to the disruption of business operations, which may be
covered by business interruption insurance. Business interruption insurance often covers both
fixed costs incurred by the insured entity during the period of interruption, and lost revenue, profit
or margin. Certain fixed costs incurred during the interruption period may be the same as losses
from property damage, and it may be appropriate to record a receivable (not to exceed the
amount of costs incurred) for amounts considered probably of recovery. Lost revenues or profit
margin is considered a gain contingency and should be recognized only when earned and
realized. Due to the complex and uncertain nature of the settlement negotiation process, this
generally occurs at the time of final settlement or when non-refundable cash advances are made.
Business interruption reimbursements should be included as a component of cost of products
sold.
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d) Insurance recovery receivables generally should not be offset against the related liability in the
balance sheet.

8) REFERENCES

a) ASC 310-10-45-13, Receivables (Accounting Research Bulletin No. 43 – Restatement and


Revision of Accounting Research Bulletins, Chapter 1A, paragraph 5)

b) ASC 410-30, Asset Retirement and Environmental Obligations (AICPA Statement of Position 96-
1 – Environmental Remediation Liabilities)

c) ASC 835-30, Interest (Accounting Principles Board Opinion No. 21 – Interest on Receivables and
Payables)

d) ASC 850, Related Party Disclosures (Financial Accounting Standard No. 57 – Related Party
Disclosures)
Reference: 3.1 Effective Date: Immediately Page 35 of 112
Grower Loans and Advances
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GROWER LOANS AND ADVANCES


_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 3.1 Effective Date: Immediately Page 36 of 112
Grower Loans and Advances
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1) GROWER LOANS AND ADVANCES

a) The Company makes advances, both cash advances and material advances, to third party
growers for various production needs on the farms including labor, fertilizers, irrigation, pruning
and harvesting costs. Some of these advances are secured with property or other collateral
owned by the growers.

b) Grower advances are categorized as follows:

i) Working Capital Advances

(a) Working capital advances are made during a normal growing cycle for operating
costs and other subsistence allowances to the farmers. These advances are short-
term in nature and are intended to be repaid with the excess cash proceeds from the
current crop harvest.

(b) Short-term grower advances, which will be repaid in less than one year from the
balance sheet date, should be booked to account #121500 ―Grower Loans and
Advances Secured‖ or account #123000 ―Grower Loans and Advances Unsecured -
Net.‖

(i) Secured advances are those that are covered by a lien on crops to be harvested
or otherwise secured by property or other assets.

(c) Long-Term grower advances, which will be repaid beyond one year from the balance
sheet date, should be booked to account #262000 ―Long-Term Allowance for Grower
Loans Secured‖ and account #263500 ―Long-Term Grower Loans and Advances
Unsecured.‖

(d) Short-term grower loans and advances, whether secured or unsecured are classified
as accounts receivable. Long-term grower loans and advances, whether secured or
unsecured are classified as other assets.

ii) Term advances

(a) Term advances are made to allow the grower to make capital improvements to the
land or prepare it for development. These advances are long-term in nature and may
or may not bear interest. They usually do not have defined repayment terms but are
payable over the term of the supply agreement with the excess cash proceeds from
the crop harvest after payment of any outstanding working capital advances. The
term of the supply agreement is generally 5 to 10 years. Term advances are
classified as other assets on the balance sheet.

(b) Grower advances are to be reviewed at least quarterly and an allowance is to be


established based on estimates of the grower’s ability to repay advances and the fair
value of the collateral. For specific guidance related to approval authority and
allowances for grower loans and advances, refer to the Dole Food Company
“Worldwide Allowance and Accrual Policy” on the Intranet Policies and
Procedures Portal under DFC – Worldwide Finance folder..
Reference: 4.0 Effective Date: Immediately Page 37 of 112
Inventory
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INVENTORY
_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 4.0 Effective Date: Immediately Page 38 of 112
Inventory
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1) DEFINITIONS

For the purposes of this Policy, the following definitions shall apply:

a) ―Free on Board Shipping‖ shall mean title passes to the customer when the goods leave the
seller’s location.

b) ―Free on Board Destination‖ shall mean title passes to the customer when he receives the goods.

c) ―Recurring land development costs‖ shall mean costs that do not result in permanent or long-term
improvements to land, for example, maintenance costs that occur annually or periodically.

d) ―Land development costs‖ shall mean improvements to bring the land into a suitable condition for
general agricultural use and to maintain its productive condition.

i) Permanent land development costs include the cost of initial land surveys, titles, initial
clearing, initial leveling, terracing, and construction of earthen dams; they involve changes to
the grade and contour of the ground and generally have an indefinite life if they are properly
maintained.
ii) Limited-life land development costs are those that will lose value as time passes or as the
land and its improvements are used. Costs identified as limited-life improvements include
water distribution systems, fencing and drainage tile. The useful lives of those improvements
are reasonable and determinable.

e) ―Intermediate Life Plants‖ shall mean plants that have growth cycles of more than one year but
less than those of trees and vines.

f) ―Groves‖ shall mean fruit or nut trees planted in geometric patterns to economically facilitate care
of the trees and harvest of the fruits or nuts.

2) INVENTORY

a) The term inventory is used to designate the aggregate of those items of tangible personal
property (refer to Exhibit 13.2 for detail regarding the composition of the following types of
inventory):

i) Held for sale in the ordinary course of business (finished goods)


ii) Goods in the course of production (work in progress)
iii) Goods to be consumed directly or indirectly in production (raw materials and supplies)

b) Excludes long-term assets subject to depreciation accounting

c) Inventories should include items that are:

i) Physically on hand;
ii) In transit to the company with free on board shipping point terms;
iii) Held by a vendor when significant risk of ownership has passed to the company;
iv) Held by others for storage, processing and shipment;
v) Held by a customer when the significant risks of ownership have not yet passed to the
customer.
Reference: 4.0 Effective Date: Immediately Page 39 of 112
Inventory
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3) BASIS FOR DETERMINING INVENTORY COSTS

a) Inventories are to be recorded at lower-of-cost or market.

i) Cost includes acquisition and production costs:

(b) Costs may include payments for fruit, freight in costs, import duties, vendor rebates
and discounts, wages of employees directly engaged in the production process and
overhead allocations (see Exhibit 13.1 for overhead costs to be included/excluded
from inventory)

(c) When there is evidence that goods will be sold at less than cost due to deterioration,
obsolescence, changes in price levels or other factors, the difference between cost
and market should be recognized as a loss in the current period.

(d) Estimated losses on purchase commitments must be factored in the lower-of-cost or


market analysis. If the company is unable to recover the losses on the purchase
commitments with increased selling prices of the finished product, an accrued liability
and expense for the losses should be recorded in the current period.

(e) Unallocated overhead costs are to be recognized in the period in which they are
incurred.

(f) Abnormal freight, handling and spoilage (wasted materials) costs are to be
recognized as current period charges. Refer to the Revenue Recognition and
Accounting for Incentives and other considerations- Abnormal Costs in Section 10 of
this policy for further detail.

(g) General and administrative expenses are to be recognized as current period charges
unless they are clearly related to production and thus constitute a part of inventory
costs.

(h) Selling and marketing expenses are not inventory costs and are to be expensed as
incurred.

(i) Lower of Cost or Market Assessment- At least on a quarterly basis, divisions are
required to assess whether their inventories are recorded at the lower of cost or
market. Depending on the character and composition of the inventory, the rule of
lower of cost or market may be applied directly to each item or to the total of the
inventory. In order to determine the market value, the following criteria should be
used:

ii) Market = Current replacement cost

(a) Upper limit of Market = Net Realizable Value (―NRV‖)

(b) Lower limit of Market = NRV - Normal Profit Margin

(c) NRV = Estimated Selling Price - Cost of Completion and Disposal

iii) If Current Replacement Cost > NRV, then NRV is Market.

iv) If Current Replacement Cost < (NRV - Normal Profit Margin), then (NRV – Normal Profit
Margin) is Market.
Reference: 4.0 Effective Date: Immediately Page 40 of 112
Inventory
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4) VALUATION METHOD

a) Inventory (excluding certain packing materials and operating supplies) is to be valued on a


weighted-average basis or on a first-in, first-out basis.

b) Certain packing materials and operating supplies are to be valued using specific identification and
average costing methods.

5) TREATMENT OF STANDARD TO ACTUAL VARIANCES

a) Standard to actual variances are capitalized into inventory and are recorded into cost of products
sold upon sale of inventory.

6) CROP GROWING COSTS


a) Crop growing costs are considered to be costs incurred up to the time crops are produced in
commercial quantities, including the costs of land preparation, plants, planting, fertilization,
grafting, pruning, equipment use and irrigation. Differences may exist in the accounting treatment
for crop growing costs, due to the nature of the crops, farming methodology differences, etc. The
following is a brief summary of the accounting methodology adopted for some of Dole’s significant
crop inventories:

i) Bananas (Regular & Organic) – Recurring Growing Costs

(a) All recurring direct and indirect costs of growing should be charged to cost of goods
sold (―COGS‖) as incurred.

(b) Recurring costs incurred after harvest to overcome a common physical or toxic
condition, such as special tillage, chopping or burning, should be estimated and
accrued as part of inventory costs.

ii) Bananas (Regular & Organic) – Land Development Costs (New Farms/Farm
Rejuvenation/Relay Cropping)

(a) Permanent land development costs should be capitalized into PP&E – Land (account
#000900 ―Land‖) and should not be depreciated or amortized, since they have an
indefinite useful life.

(b) Limited-life land development costs should be capitalized into PP&E – Land
Improvements (account #000901 ―Improvements – Land and Agricultural‖) during the
development period and depreciated over the estimated useful life of the plant.

(c) Under relay cropping, which requires the replanting of bananas each year, all costs
should be deferred and capitalized into inventory until harvest.

iii) Pineapples – Recurring Growing Costs

(a) All recurring direct and indirect costs of growing should be charged to cost of
products sold as incurred.
Reference: 4.0 Effective Date: Immediately Page 41 of 112
Inventory
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(b) Recurring costs incurred after harvest to overcome a common physical or toxic
condition, such as special tillage, chopping or burning, should be estimated and
accrued as part of inventory costs.

iv) Pineapples – Land Development Costs (New Farms)

(a) Permanent land development costs should be capitalized into PP&E – Land (account
#000900 ―Land‖) and should not be depreciated or amortized, since they have an
indefinite useful life.

(b) Limited-life land development costs should be capitalized into PP&E – Land
Improvements (account #000901 ―Improvements – Land and Agricultural‖) during the
development period and depreciated over the estimated useful life of the land
development.

v) Other Crops (including deciduous fruit, vegetables, citrus, other fresh fruit) –
Recurring Growing Costs

(a) All recurring direct and indirect costs of growing crops should be accumulated into
inventory (account #159000 ―Growing Crop Cost Inventories – Net‖) and reported at
lower of cost or market and expensed into COGS during the harvest period.

(b) Recurring costs incurred after harvest to overcome a common physical or toxic
condition, such as special tillage, chopping or burning, should be estimated and
accrued as part of inventory costs.

vi) Other Crops (including deciduous fruit, vegetables, citrus, other fresh fruit) – Land
Development Costs

(a) Permanent land development costs should be capitalized into PP&E – Land (account
#000900 ―Land‖) and should not be depreciated or amortized, since they have an
indefinite useful life.

(b) Direct and indirect costs of groves, vineyards and intermediate life plants should be
capitalized into PP&E – Land Improvements during the development period and
depreciated over the estimated useful life of the land development.

7) SPARE PARTS INVENTORY


i) Spare parts held by a division which will be used to replace broken parts on its production
equipment should be classified as ―Other Current Assets‖ (account #170000 ―Other Current
Assets‖) if it is probable that the parts will be used within the division’s operating cycle. If the
parts will not be used within the division’s operating cycle, the parts should be classified as
―Other Non-Current Assets‖ (account #293000 ―Other Non-Current Assets‖) and amortized
over their estimated useful life.

a) The useful life of the asset begins when it is operational within the machine rather than when it is
acquired. It would, therefore, be amortized over the period starting when it is brought into use and
continuing over the lesser of its useful life and the remaining expected useful life of the asset to
which it relates. If the asset to which it relates will be replaced at the end of its useful life and the
motor is expected to be used or usable for the replacement asset, a longer amortization period
may be appropriate.
Reference: 4.0 Effective Date: Immediately Page 42 of 112
Inventory
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8) SLOW MOVING INVENTORY

a) Inventory not reasonably expected to be realized into cash during a division’s normal operating
cycle should be classified as a long-term asset in the balance sheet. A one-year time period should
be used if there clearly is no defined operating cycle.

9) CASH DISCOUNTS ON INVENTORY PURCHASES

a) Cash discounts received from a vendor (including early payment discounts) should be recorded
as a reduction of inventory costs.

10) ABNORMAL COSTS

a) Abnormal idle facility expense, freight, handling costs and wasted material (excessive spoilage)
should be expensed in the current period rather than capitalized as inventory costs.

11) ELIMINATION OF INTERCOMPANY PROFIT

a) Divisions may purchase inventory from other Dole divisions (―seller‖) as part of its normal
operations. In these instances, the ending inventory balances reported by the seller in each
period close must be on a GAAP basis. As a result, intercompany profit that is embedded in the
seller’s inventory balances must be eliminated.

12) ACCOUNTING FOR INVENTORY EXCHANGES

a) Some entities sell inventory to another party from which they also acquire inventory in the same
line of business. For example, a division that produces and sells fresh cut pineapples, may grow
the pineapples locally, but enters into an agreement with an outside vendor to cut and package
the pineapple prior to the outside vendor returning the packaged pineapple to the Company for
sale to the end customer. Indicators of inventory exchanges may include the following: (1) there is
a specific legal right by both parties to offset their payment and receivable obligations to each
other; (2) inventory purchases and sales between the counterparties are simultaneous; (3)
inventory purchases and sales between the counterparties are at off-market prices; and (4) there
is a strong likelihood that the counterparties will engage in reciprocal inventory transactions.

b) The nature of these transactions is pursuant to an arrangement between the Company and an
outside vendor to sell inventory in a work-in-process form and subsequently repurchase the
inventory as finished goods. The inventory sale and purchase transactions described above
should be viewed as a single transaction.

i. The initial sale of work-in-process inventory to the vendor should not be recognized as a
sale. Revenue should only be recognized upon the sale of the inventory to the end
customer.
ii. Once inventory is transferred back to the Company as a finished good, the inventory should
continue to be valued at cost, plus the incremental cost of the services provided by the
outside vendor.

c) Example – Division A grows pineapples locally and sells fresh cut pineapples to various grocery
stores. Upon harvest of the pineapples, Division A enters into an agreement with Company Z to
cut and package the pineapples. Company Z subsequently returns the packaged fresh cut
pineapple to Division A for eventual sale to the end customer.
Reference: 4.0 Effective Date: Immediately Page 43 of 112
Inventory
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i. Facts:
Division A harvests pineapple locally at a cost of $100
Division A transfers the harvested pineapple to Company Z for $105 to process the
fruit, with Division A maintaining risk of loss for the transferred inventory
Upon packaging of the pineapples, Company Z returns the packaged fresh cut
pineapple back to Division A for $115
Division A ultimately sells the packaged fresh cut pineapple to a grocery store for
$120

ii. Division A should ultimately record the final inventory cost at $110, thus representing the
original cost of $100, plus the incremental cost of $10 for Company Z to cut and package
the pineapple. Division A should recognize revenues of $120 only upon the sale of the
inventory to the grocery store (i.e., the end customer), with the transfer of inventory
between Division A and Company Z treated as a non-monetary exchange of assets in
accordance with ASC Topic 845-10, “Nonmonetary Transactions”.

iii. Although there are several different methods in which to achieve the proper accounting
entries, the following sample journal entries show one way to account for the inventory
exchanges discussed in Example 1:

Entry 1 – Harvested pineapple with a cost of $100 is transferred by Division A to


Company Z for $105
Dr. Cash $105
Dr. Cost of Goods sold $100
Cr. Revenues $105
Cr. Inventory $100

Entry 2 – Company Z returns the packaged pineapple back to Division A for $115
Dr. Inventory $115
Cr. Cash $115

Entry 3 – Eliminate sales transaction between Division A and Company Z


Dr. Revenues $105
Cr. Cost of Goods Sold $105

Entry 4 – Division A sells inventory to the grocery store for $120

Dr. Accounts Receivable $120


Dr. Cost of Sales $115
Cr. Revenues $120
Cr. Inventory $115

13) FOREIGN CURRENCY AND FUEL HEDGE GAINS/LOSSES

a) ASC Topic 815, “Derivatives and Hedging” requires all gains or losses on derivative instruments
not designated as hedges to be recognized in the income statement. Divisions that enter into
foreign currency and fuel hedge derivative transactions should not include the unrealized/realized
gains or losses as part of their ending inventory balances. All derivative related gains or losses
should be recorded to cost of products sold – miscellaneous (account #908400 ―Foreign Currency
Hedging Realized‖, account #908500 ―Foreign Currency Hedging Unrealized‖, account #908700
―Fuel Hedging Realized‖, and account #908800 ― Fuel Hedging Unrealized‖) and not included in
the calculation of the ending inventory balance.
Reference: 4.0 Effective Date: Immediately Page 44 of 112
Inventory
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14) REFERENCES

a) ASC 330-10, Inventory (Accounting Research Bulletin No. 43 – Chapter 4, Inventory Pricing)
(Accounting Research Bulletin No. 43 – Chapter 4, Inventory Pricing)
(Financial Accounting Standard No. 151 - Inventory Costs)

b) ASC 815, Derivatives and Hedging (Financial Accounting Standard No. 133 – Accounting for
Derivative and Hedging Activities, as amended)

c) ASC 835, Interest (FASB Statement No. 34, Capitalization of Interest Cost)

d) ASC 845-10, Nonmonetary Transactions


(EITF 04-13 - Accounting for Purchases and Sales of Inventory with the Same Counterparty)
(Financial Accounting Standard No. 153 - Exchanges of Nonmonetary Assets, an
amendment of APB Opinion No. 29)

e) ASC 905, Agriculture


(Statement of Position 85-3 – Accounting by Agricultural Producers and Agricultural
Cooperatives)
(AICPA Auditing and Accounting Guide, Agricultural Producers and Agricultural
Cooperatives)

15) EXHIBITS

Exhibit 15.1 - Costs to be Included or Excluded from Inventory


The following table lists examples of costs that generally should be included in inventory (Inventoriable
Costs) and excluded from inventory (Noninventoriable Costs):

Inventoriable Noninventoriable
Description Costs Costs
Repairs and maintenance of production equipment X
Utilities of production area X
Rents related to production area X
Indirect labor and production supervisory wages, X
including base pay, overtime pay, vacation and
holiday pay, illness pay, shift differential, payroll
taxes, and contributions to a supplemental
unemployment benefit plan
Indirect materials and supplies X
Production tools and equipment not capitalized X
Costs of quality control and inspection X
Distribution and warehousing costs (finished goods) (1) (1)
Transportation expenses (2) (2)
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General and administrative expenses attributable to X


business activities as a whole
Executives' salaries related to business activity as a X
whole
Pension costs for manufacturing employees (3) X
Other employee benefit costs, including workmen's X
compensation expenses; amounts includable in
income of an employee under nonqualified pension,
profit-sharing, and stock bonus plans; premiums on
life and health insurance; and miscellaneous
employee benefits (3)
Depreciation on production related assets X
Plant administrative expenses X
Abnormal costs attributable to rework labor, scrap, X
and spoilage
Insurance incident to purchasing, production, and X
warehousing
Marketing, advertising, and selling expenses X
Research and development expenses X
Royalties (4)
Losses from casualty or theft X
Purchasing (5)
Data processing (6)
Income taxes attributable to income received on X
sale of inventory
Interest expense (7)

Notes:
(1) To the extent that warehousing or distribution center costs are incurred for activities such as
receiving, marking, processing, temporary storage, picking, and repackaging (including that
necessary for shipment to an entity's retail location), such costs are capitalizable to inventory.
However, selling expenses would not be includable in inventory.
(2) Costs of transportation activities for the movement of goods for resale from a retail entity's
warehouse or distribution center to its retail stores are capitalizable. Unreimbursed costs of
shipments to customers are expensed. Costs related to the movement of goods from one retail
store to another should be expensed in the current period.
(3) Applies to employees’ incident to, or necessary for, production or manufacturing operations.
(4) Costs generally are not included in inventory, but are charged to cost of sales at time of sale. If
royalty was based on manufacture of an item rather than sale of the item, costs could be included in
inventory.
(5) Costs are includable in inventory to the extent that they directly relate to the acquisition of raw
materials and supplies by manufacturers, or the acquisition of goods for resale by wholesalers and
retailers.
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Inventory
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(6) Costs are includable in inventory to the extent that data processing support is provided for
purchasing, warehousing, or shipping by a retail entity from its distribution center to its retail stores,
or the recording of the receipt of goods.
(7) ASC Topic 835, Interest, indicates that interest expense is included in inventory for "assets
intended for sale or lease that are constructed or otherwise produced as discrete projects (e.g.,
ships or real estate developments)."

Exhibit 15.2 - Composition of Inventory on the Balance Sheet


Inventory on the balance sheet consists of the following four categories: 1) finished products, 2) raw
materials and work in progress, 3) crop growing costs and 4) operating supplies and other. Refer to the
―Worldwide Chart of Accounts‖ file on the Intranet Policy Portal under DFC – Worldwide Finance for
definitions of these categories.

Exhibit 15.3 - Crop Growing Costs Chart

General Cost Categories


Land
Development Plant Costs (i.e. Recurring
Costs (1) - Seeds, Trees, Preproduction Growing
Examples of Crops New Farms Vines, Stems) Costs (2) Costs (3)

Capitalized Capitalized Capitalized Expensed as


Bananas (PPE) (PPE) (PPE) Incurred
Capitalized Capitalized Capitalized Capitalized
Bananas Utilizing Relay Cropping (PPE) (Inventory) (Inventory) (Inventory)
Capitalized Expensed as Expensed as Expensed as
Pineapples (PPE) Incurred Incurred Incurred
Capitalized Capitalized Capitalized Capitalized
Grapes, Stone & Deciduous Fruit (PPE) (PPE) (Inventory) (Inventory)
Capitalized Capitalized Capitalized Capitalized
Papaya (PPE) (Inventory) (Inventory) (Inventory)
Capitalized Capitalized Capitalized Capitalized
Asparagus (PPE) (Inventory) (Inventory) (Inventory)
Capitalized Capitalized Capitalized Capitalized
Peaches (PPE) (PPE) (Inventory) (Inventory)
Lettuce, Broccoli, Cauliflower & Capitalized Capitalized Capitalized Capitalized
Celery (PPE) (Inventory) (Inventory) (Inventory)
Capitalized Capitalized Capitalized Capitalized
Oranges, Minneolas & Tangerines (PPE) (Inventory) (Inventory) (Inventory)
Capitalized Capitalized Capitalized Capitalized
Strawberries (PPE) (Inventory) (Inventory) (Inventory)

1) Land development generally includes improvements to bring the land into a suitable condition for general
agricultural use and to maintain its productive condition. Some improvements are permanent and some have a
limited-life. Permanent land development costs may include clearing, initial leveling, terracing, construction of
dams, changes to the grade and contour of the ground and have an indefinite life if they are properly maintained.
Limited-life development costs may include such items as water distribution systems, fencing, wells, levees,
ponds drain tile, ditches and greenhouses.
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Inventory
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Permanent land development costs should be capitalized into PP&E and should not be depreciated or amortized
since they have indefinite useful lives. Limited-life development costs should be capitalized during the
development period into PP&E and be depreciated over the estimated useful life of the tree, vine or plant.

(2) Includes land preparation costs (i.e. land clearing, plowing, insect control, bedding, rock and waste clearing,
leveling), preplanting (i.e. weed control, chemicals and herbicides), planting (i.e. seed pick and removal, seed
selection and treatment, pruning, fertilizers, plant costs) and preproduction costs (i.e. fertilizers, compost, pruning,
cleaning and pest control costs).

(3) Once the preproduction period ends, recurring growing costs are incurred. These costs include pruning, watering,
chemical treatments (fertilizers, herbicides and pesticides), farm labor and overhead costs.
Reference: 5.0 Effective Date: Immediately Page 48 of 112
Marketable Securities
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MARKETABLE SECURITIES
_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 5.0 Effective Date: Immediately Page 49 of 112
Marketable Securities
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1) TYPES OF MARKETABLE SECURITIES

a) Investments include marketable securities which can be classified as either short term or long
term. Short-term marketable securities are investments in equity or debt securities that are
intended to be held for a period up to one year from the balance sheet date and can be readily
bought or sold. Long term marketable securities are investments in equity or debt securities that
are intended to be held for a period longer than one year from the balance sheet date. However,
long term bonds are never classified as current even if the intent is to sell them in the near term.

b) Examples of marketable securities include investments in commercial paper, government and


municipal securities, corporate and government bonds and investments in common or preferred
stock of corporations.

c) Other short-term investments include all other unrestricted or restricted (e.g. pledged as collateral
on a line of credit) investments that are intended to be held for a period no longer than one year
from the balance sheet date.

2) VALUATION METHOD

a) Investments are initially recorded at cost. At the end of each reporting period, investments are to
be valued at their fair market value, and in the case of items denominated in foreign currencies,
are to be converted based on the applicable foreign exchange closing rate provided by Corporate
Treasury at the end of each reporting period. Fair market value is defined as the amount at which
an asset could be bought or sold in a current transaction between willing parties other than in a
forced or liquidation sale (i.e. quoted market prices in active markets).

b) For investments in debt and equity securities, ASC 320-10, “Investments – Debt and Equity
Securities" provides the following accounting guidance:

Held-to-maturity Trading securities Available-for-sale


Definition Debt securities with the Debt and equity Debt and equity securities
intent and ability to hold securities bought and not classified as held-to-
to maturity held for only a short maturity or trading
period of time
Valuation Method Premium or discount is Fair value Fair value
amortized over term of
debt security
Accounting Not Applicable Unrealized holding Unrealized holding gains and
Treatment gains and losses losses are excluded from
included in current earnings and reported in
period earnings other comprehensive income
(component of shareholders’
equity)
Reference: 5.0 Effective Date: Immediately Page 50 of 112
Marketable Securities
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c) When the fair value of individual securities (classified as available-for-sale or trading securities)
declines below cost, the reporting division must determine if the decline is temporary or
permanent. If the decline is considered not to be temporary (usually after a 6 month-decline), the
following standards apply:

i) The cost basis of the individual security is written down to the current fair value, which will
then be the new cost basis,

ii) The amount of the write-down is included in current period earnings as a realized loss,

iii) The new cost basis is not changed for subsequent recoveries in fair value.

d) Subsequent increases in the fair value of available-for-sale securities are included in other
comprehensive income; any subsequent decreases in fair value, if temporary, are also included in
other comprehensive income.

3) REFERENCES

a) ASC 320-10, Investments – Debt and Equity Securities (Financial Accounting Standard No. 115 –
Accounting for Certain Investments in Debt and Equity Securities)
Reference: 6.0 Effective Date: Immediately Page 51 of 112
Property, Plant & Equipment
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PROPERTY, PLANT & EQUIPMENT


________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 6.0 Effective Date: Immediately Page 52 of 112
Property, Plant & Equipment
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1) PROPERTY, PLANT AND EQUIPMENT

a) Property, plant and equipment (PP&E) generally have the following characteristics:

i) They are acquired for use in operations and enter into the revenue-generating stream
indirectly;
ii) They are held primarily for use and not for sale;
iii) They have relatively long useful lives.

b) PP&E is to be recorded at cost and includes all expenditures related to preparing the asset for its
intended use. PP&E is also recorded at cost in the appropriate general ledger account based on
the nature or function of the asset. Refer to the “Worldwide Chart of Accounts” file on the
Intranet Policies and Procedures Portal under DFC – Worldwide Finance folder, for a
detailed listing and description of the various PP&E accounts.

2) CONSTRUCTION IN PROGRESS (CIP)

a) CIP includes all costs incurred for the construction of assets not yet placed in service. When the
Company constructs a depreciable asset for its own use, the following costs must be considered:

i) All direct costs included in the total cost of the asset;


ii) Fixed overhead costs are not included unless they are increased by the construction of the
asset; and
iii) Once the asset is ready for its intended use, it is to be transferred to the corresponding PP&E
account and depreciated over its estimated useful life.

3) CAPITALIZATION OF INTEREST ON CONSTRUCTION IN PROGRESS


a) ASC Topic 835-20, “Interest”, requires interest to be capitalized for assets that require a period of
time in order to get them ready for their intended use. However, interest cost shall not be
capitalized for inventories that are routinely manufactured or otherwise produced in large
quantities on a repetitive basis. In addition, interest shall not be capitalized for the following types
of assets:

i) Assets that are in use or ready for their intended use in the earning activities of the
enterprise;
ii) Assets that are not being used in the earning activities of the enterprise and that are not
undergoing the activities necessary to get them ready for use;
iii) Assets that are not included in the consolidated balance sheet of the parent company and
consolidated subsidiaries;
iv) Investments accounted for by the equity method after the planned principal operations of the
investee begin;
v) Investments in regulated investees that are capitalizing both the cost of debt and equity
capital;
vi) Assets acquired with gifts and grants that are restricted by the donor or grantor to acquisition
of those assets to the extent that funds are available from such gifts and grants. Interest
earned from temporary investment of those funds that is similarly restricted shall be
considered an addition to the gift or grant for this purpose.

b) The Company’s policy is that any individual project costing more than $2.5 million or resulting in
more than $250,000 of capitalized interest requires the capitalization of interest for the asset.
Amounts below this threshold are not considered material and therefore no capitalized interest
would be required.
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c) The amount of interest to be capitalized is determined by applying an interest rate to the average
amount of accumulated expenditures for the asset during the period. The Company’s weighted
average borrowing rate associated with its revolving credit facilities and/or term loan facilities
should be used. Contact the Corporate Controller’s Organization to obtain the appropriate
borrowing rate.

d) Capitalized interest is treated like any other component of the asset’s cost and is to be
depreciated using the same method and useful life.

4) DEPRECIATION OF FIXED ASSETS AND USEFUL LIVES

a) PP&E (excluding land) is to be depreciated based upon the asset’s estimated useful life.

b) Although an asset’s estimated life may differ from one division to another, the estimated useful
life should always be based on the nature of the underlying asset and the division’s experience
with similar assets and its intended use. Estimated useful lives and recoverability of each asset
(or group of assets) must be reviewed quarterly to ensure appropriateness.

c) The cost of PP&E (excluding land) should be depreciated using the straight line method. Typically,
PP&E less a residual or salvage value should be depreciated.

d) When an asset is placed into service during the year, depreciation expense is to be recorded only
for the remaining portion of the year that the asset is used.

e) Any revision of an asset’s estimated useful life is accounted for prospectively (current and future
periods) and no adjustment will be made to historical depreciation expense.

f) Divisions are responsible for determining the useful lives of the assets. However, a reasonable
range of useful lives by asset category is as follows:

i) Land Improvements 5 to 40 years


ii) Buildings 5 to 40 years
iii) Leasehold Improvements Shorter of lease term or useful life
iv) Machinery & Equipment 2 to 25 years
v) Software 2 to 10 years
vi) Vessels 20 to 25 years
vii) Containers 10 to 15 years
viii) Vessels and Equipment
Under Capital Lease Shorter of lease term or useful life

g) Any significant deviations to the range of useful lives must be discussed with the Corporate
Controller’s Organization.
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5) GAIN/LOSS ON SALE OF ASSETS

a) Realized gains or losses on the sale of operating assets (i.e. productive fixed assets, investments,
other assets and intangibles) are to be recorded in account #754000 ―(Gain) Loss on Sale of
Assets‖ and reported as a component of cost of products sold. If non-productive assets are sold
(i.e. idle land or property unrelated to the Company’s core business such as a golf course), the
gain or loss generated on the sale should be recorded in account #754000 ―(Gain) Loss on Sale
of Assets‖ and reported as a component of selling, marketing and general and administrative
expenses. In rare circumstances, the Company may realize gains or losses on the sale of non-
operating assets (i.e. the sale of artwork or the sale of an investment in marketable securities).
Consultation with the Corporate Controller’s Organization is required when recording sales of
such non-operating assets.

6) COMPUTER SOFTWARE
a) ASC Topic 350-40, “Intangibles – Goodwill and Other” allows software to be capitalized if the
software is acquired, internally developed or modified solely to meet an entity’s internal needs.

b) Once computer software development has reached the application development stage, then both
internal and external costs incurred should be capitalized. In addition, software costs that allow
for access or conversion of old data by new systems also should be capitalized.
i) Costs for upgrades and enhancements are capitalized only if it is probable that these
expenditures will result in additional software functionality.

c) Capitalization of costs should begin when both of the following occur:


i) The preliminary project stage is complete and

ii) Management authorizes funding of the project, and it is probable that the project will be
completed and the software will be used to perform the function intended.

d) Capitalization must end when the software project is substantially complete and ready for its
intended use.

e) Costs eligible for capitalization include:


i) External direct costs of materials and services consumed in developing or obtaining the
software;

ii) Payroll and payroll-related costs for employees who are directly associated with and who
devote time to the internal-use computer software project, to the extent of time spent directly
on the project; and

iii) Interest costs incurred while developing internal-use computer software.

f) G&A costs and overhead costs are not to be capitalized.

g) Internal and external training costs as well as maintenance costs should always be expensed.

7) CAPITALIZATION VS. EXPENSING OF PP&E

a) The Company has established a capitalization threshold that requires any capital expenditure of
$5,000 or more to be capitalized. Refer to Dole Food Company’s “Worldwide Capital Policy”
on the Intranet Policies and Procedures Portal under DFC – Worldwide Finance folder for
additional guidance.
Reference: 6.0 Effective Date: Immediately Page 55 of 112
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8) IMPAIRMENT OF LONG-LIVED ASSETS


a) ASC Topic 360-10, “Property, Plant and Equipment” (―ASC 360-10‖) identifies certain indicators
of impairment:
i) A significant decrease in the market price of the asset; or

ii) A significant adverse change in the extent or manner in which the asset is being used, or its
physical condition; or

iii) A significant adverse change in the business climate that could affect the value of the asset;
or

iv) An accumulation of costs significantly in excess of the amount originally expected for the
acquisition or construction of the asset; or

v) A current period operating or cash flow loss, combined with a history of operating or cash
flow losses or a projection or forecast that demonstrates continuing losses associated with
the use of the asset.

b) Long lived assets are to be tested for potential impairment when any of these indicators have
been met. In addition, if there are indicators that a division’s goodwill balance may be impaired
then its long-lived assets should also be tested for recoverability.

c) In order to determine whether or not potential impairment exists, the Division must create an
undiscounted cash flow model which compares an undiscounted cash flow value to the net book
value of the long-lived asset(s). For Dole, the undiscounted cash flow value is the sum of
operating profits (losses) plus depreciation and amortization over the average remaining useful
life of the long-lived asset(s). For example, if the remaining useful life of an asset being tested is
10 years, the undiscounted cash flow model would include 10 years of financial results. An
acceptable methodology for developing undiscounted cash flows is to use the first three years of
undiscounted cash flows on the most recent three year plan data while years 4 and 5 are based
on estimated growth rate factors. The undiscounted cash flows for years 6 and beyond remain
fixed at the year 5 value.

d) If the undiscounted cash flows are less than the net book value, the long-lived assets are
considered impaired. The impairment is calculated based on the excess of net book value over
the fair value. Fair value is defined as the amount that the asset could be sold for in a current
transaction between willing parties. Impairment losses are to be recognized as a component of
operating income in account #754000 ―Gain (loss) on sale of assets.‖ The adjusted carrying
amount of the asset becomes the new cost basis and is depreciated over its remaining useful life.

9) ACCOUNTING FOR ABANDONED ASSETS

a) An asset is considered to be abandoned when it ceases to be used.

b) Depreciation expense should continue to be recorded through the date of actual abandonment.

c) If a division commits to a plan to abandon an asset before the end of its previously estimated
useful life, depreciation estimates should be revised to reflect the use of the asset over its
shortened useful life. This will accelerate the depreciation expense over the remaining periods
prior to the date of abandonment.

d) Assets that are planned to be abandoned are tested for impairment under the held for use
concept discussed under section #8 above.
Reference: 6.0 Effective Date: Immediately Page 56 of 112
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10) ASSETS HELD-FOR-SALE

a) ASC 360-10 also provides guidance related to accounting for assets-held-for sale. A long-lived
asset to be sold shall be classified as held-for-sale in the period in which all of the following
criteria are met:

i) Management, having the authority to approve the action, commits to a plan to sell the asset;
and

ii) The asset is available for immediate sale in its present condition subject only to terms that
are usual and customary for sales of such assets; and

iii) An active program to locate a buyer and other actions required to complete the plan to sell
the asset has been initiated; and

iv) The sale of the asset is probable, and transfer of the asset is expected to qualify for
recognition as a completed sale, within one year; and

v) The asset is being actively marketed for sale at a price that is reasonable in relation to its
current fair value; and

vi) Actions required to complete the plan indicate that it is unlikely that significant changes to the
plan will be made or that the plan will be withdrawn.

b) If at any time the above criteria is no longer met, a long-lived asset classified as held–for-sale
shall be reclassified as held and used in PP&E.

c) Assets classified as held-for-sale should be recorded at the lower of their carrying amount or fair
value less costs to sell. A loss should be recognized for any write-down to fair value less cost to
sell and should be recorded as a component of cost of products sold (productive assets) or
SMG&A (idle assets).

i) Costs to sell include brokerage commissions, legal fees, title transfer fees, and other closing
costs that must be incurred prior to transfer of legal title to assets.

ii) An entity may not accrue expected future losses associated with the asset. Costs associated
with the disposal (i.e. costs of consolidating or closing facilities) are to be recognized when
the actual costs are incurred.

d) Asset classified as held-for-sale should be reclassified from the appropriate balance sheet
account into a separate balance sheet account #171000 ―Assets Held-For-Sale.‖ PP&E that is
classified as assets held-for-sale is not to be depreciated. Deferred crop costs and other
inventory related items that are held-for-sale should continue to be amortized until the assets are
sold. Intangible assets, including customer relationships, should also continue to be amortized
until the assets are sold. There may be instances when a business or a division is being sold. As
a result, both current and long-term liabilities need to be reclassified to liabilities related to assets
held-for-sale (account #349800 ―Liabilities Related to Assets Held-For-Sale‖).

e) The Corporate Controller’s Organization must approve all reclassifications to the assets held-for-
sale and liabilities related to assets held-for-sale accounts.
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Property, Plant & Equipment
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11) SALE LEASEBACK TRANSACTIONS

a) A Division may sell an asset and simultaneously enter into a lease with that purchaser to
leaseback a portion or the entire asset that was sold.

i) Any gains associated with a sale leaseback transaction are to be deferred and amortized
over the term of the lease.

ii) If the gain is considered to be immaterial, there should be no deferral of the gain.

iii) The lease must be evaluated to determine whether the lease is to be accounted for as a
capital or operating lease.

12) ACCOUNTING FOR PLANNED MAINTENANCE ACTIVITIES


a) ASC Topic 908-360, ―Airlines” (―ASC 908-360‖) allows for three different methods which can be
used to account for planned maintenance activities:

i) Direct expensing method - Actual costs are expensed as incurred.

ii) Built-in overhaul method - The cost of components subject to overhaul are segregated at
purchase. These are amortized to the date of the initial overhaul. The process repeats
thereafter.

iii) Deferral method - Actual costs are capitalized and amortized through the next overhaul.

b) Currently, Dole’s most significant planned maintenance activities include dry dock maintenance
for Dole’s vessels and maintenance for Dole’s cannery operations. Since the adoption of ASC
908-360, the Company’s policy related to planned maintenance activities is as follows:

i) The deferral method should be used for dry dock maintenance. A deferred asset account
(account #291000 ―Deferred Rent‖) should be recorded for the cash paid and amortized over
future periods prior to the next planned dry dock. Any variation of this policy should be
discussed with the Corporate Controller’s Organization.

ii) The direct expensing method is used for cannery maintenance activities.

iii) For any other significant maintenance activities and their related accounting, the division
should consult with the Corporate Controller’s Organization.

13) ASSET RETIREMENT OBLIGATIONS

a) An asset retirement obligation exists when a division has a legal or contractual obligation that it
must comply with upon the retirement of an asset or at the end of a lease term.

b) A division should recognize a liability for the fair value of an asset retirement obligation in the
period it is incurred, if the fair value can be reasonably estimated. The fair value of an asset
retirement obligation would be reasonably estimable if:

i) The fair value of the obligation is embodied in the acquisition price of the asset

ii) An active market exists for the transfer of the obligation


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iii) Sufficient information exists to apply an expected present value technique

c) Upon initial recognition of a liability for an asset retirement obligation, an entity shall capitalize an
asset retirement cost by increasing the carrying amount of the related long-lived asset by the
same amount as the liability. An entity shall subsequently allocate that asset retirement cost to
expense using a systematic and rational method over its useful life.

d) Asset retirement obligations do not include restructuring costs.

e) The Company’s policy is that any individual asset retirement obligation resulting in more than
$250,000 of liability requires the recognition of the fair value of the asset retirement obligation.
Amounts below this threshold are not considered material and therefore no asset retirement
obligation would be required to be recorded.

f) The following illustrates examples of asset retirement obligations:

i) Company Y enters into a lease for office space and makes leasehold improvements. The
lease requires the company to return the leased property to its original condition (i.e., remove
the leasehold improvements). However, the lessor has not historically enforced this condition
of the lease. The company is uncertain as to whether it will be required to perform the asset
retirement activity. The company estimates that the expected cost to settle the asset
retirement obligation will be $5,000,000. In order to calculate the asset retirement obligation,
the company assigns an 80 percent probability of not performing the retirement activity (80%
× $0 retirement costs = $0) and a 20 percent probability of performing the retirement activity
(20% × $5,000,000 retirement costs = $1,000,000). As a result, the company books an ARO
liability for $1,000,000.

ii) Company ABC has a new long-lived asset with an estimated useful life of 15 years. The
asset retirement obligation is calculated at acquisition and the undiscounted cash flows in
year 15 are determined to be $75,000. The present value of the asset retirement obligation at
acquisition is $22,060 based on a discount rate of 8.5 percent, which is the risk-free rate
adjusted for Company ABC's credit standing.

What is the journal entry to record the initial measurement of the asset retirement obligation?

DR. PP&E $22,060

CR. ARO Liability (PV of obligation at acquisition) $22,060

Over the 15-year useful life, the liability will be accreted each year using the rate of 8.5
percent determined at acquisition. This will result in a debit to operating expense (i.e.,
accretion expense) and a credit to the asset retirement obligation. After 15 years, provided
there are no changes to Company ABC's initial assumptions, the total liability should be
reflected at $75,000. In addition, the addition to fixed assets will also be depreciated over the
life of the asset.

14) PURCHASE ACCOUNTING ADJUSTMENTS TO BOOK VALUE

a) As a result of business combinations and business acquisitions, fixed assets of the newly
acquired entities will often require a fair market value evaluation. This fair market value evaluation
may require the Company to write-up or write-down certain assets. Typically, these adjustments
will be pushed-down to the newly acquired entity. These adjustments should be recorded in the
local currency of the newly acquired entity, and not in the functional currency of the consolidating
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region or the reporting currency of the Company. If for example, the local currency of the newly
acquired entity is British Pound Sterling (―GBP‖), the write-up or write-down of assets should be
recorded in GBP, not in EUR or USD. Every period the change in the value of the asset due to
currency fluctuations should be recorded in the ―Cumulative Translation Adjustment‖ account.

b) This fair value adjustment resulting from purchase accounting should be depreciated over the
remaining useful life of the asset.

15) REFERENCES

a) ASC 350-40, Intangibles – Goodwill and Other (Statement of Position No. 98-1 – Accounting for
Costs of Computer Software Developed or Obtained for Internal Use)

b) ASC 360-10, Property, Plant and Equipment (Financial Accounting Standard No. 144 –
Accounting for the Impairment or Disposal of Long Lived Assets)

c) ASC 360-10-50, Property, Plant and Equipment (Accounting Principles Board Opinion No. 12 –
Disclosure of Depreciable Assets and Depreciation)

d) ASC 410-20, Asset Retirement and Environmental Obligations (Financial Accounting Standard
No. 143 - Accounting for Asset Retirement Obligations)

e) ASC 835-20, Interest (Financial Accounting Standard No. 34 - Capitalization of Interest Cost)

f) ASC 908-360, Airlines (Staff Position No. AUG AIR-1 - Accounting for Planned Major
Maintenance Activities)
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Goodwill and Intangible Assets
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GOODWILL AND INTANGIBLE ASSETS


_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 7.0 Effective Date: Immediately Page 61 of 112
Goodwill and Intangible Assets
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1) INTANGIBLE ASSETS

a) Intangible assets are costs associated with the acquisition or development of long-lived assets.
Examples of intangible assets include copyrights, patents, trademarks and licenses.

b) Intangible assets may be purchased or developed internally or acquired through individual


transactions or business combinations.

c) Intangible assets are to be recorded at the acquisition cost, which is measured by:

i) The amount of cash disbursed or the fair value of other assets distributed,
ii) The present value of amounts to be paid for liabilities incurred,
iii) The fair value of consideration received for stock issued.

d) The costs of intangible assets that are developed internally, as well as the costs of maintaining or
restoring intangible assets that have indeterminate lives or that are inherent in a continuing
business and related to the entity as a whole, are to be expensed as incurred.

e) The costs of maintaining or restoring intangible assets that have a finite useful life are capitalized
or expensed under the same conditions as those described for fixed assets.

2) GOODWILL

a) Goodwill is defined as the excess of the cost of an acquired entity over the net of the amounts
assigned to assets acquired and liabilities assumed. Additionally, an acquired intangible asset
that does not arise from contractual or other legal rights shall be included in the amount
recognized as goodwill.

3) PURCHASE ACCOUNTING ADJUSTMENTS

a) As a result of business combinations and business acquisitions, goodwill and intangibles asset
balances will likely be recorded. Typically, these adjustments will be pushed-down to the newly
acquired entity through a purchase accounting adjustment company.

i) Intangible assets are to be recorded in the currency of the newly acquired entity. For example,
if newly acquired entity is EUR based, the intangible assets should be booked in EUR and
translated to USD through the ―Cumulative Translation Adjustment‖ account each period.

4) AMORTIZATION

There are two categories of intangible assets.

a) Category 1 – Assets with finite lives

i) The life of these assets, such as patents, copyrights and most franchises, is usually
established by law or by contract.
ii) Intangible assets with finite useful lives are amortized over these lives. The basis for
amortization is the cost less the residual value, if any.
iii) Periodically, the remaining amortization period should be reviewed to determine:

(a) If the useful life assumption is still valid - if it is valid, the amortization should be continued
over the original useful life;
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(b) If the useful life assumption is no longer valid the amortization should be computed
prospectively over the revised useful life.

b) Category 2 – Assets with indefinite useful lives

i) The expected period of benefit for these assets, such as trademarks or goodwill, is indefinite
at the date of acquisition.
ii) Intangibles with indefinite useful lives are not amortized until their useful life is determined to
no longer be indefinite.

c) At each reporting period, the nature of the intangible asset should be reviewed:

i) If the assumption of the indefinite life is still valid, there is no change;

ii) If the assumption of indefinite life is no longer valid, the asset should be amortized over its
remaining useful life.

d) The following should be considered when determining the useful lives of an intangible asset:

i) The expected use of the asset by the entity


ii) The expected useful life of another asset or group of assets to which the useful life of the
asset in question may relate
iii) Legal, regulatory or contractual provisions that may limit the asset’s useful life
iv) Legal, regulatory or contractual provisions that enable renewal or extension of the useful life
without significant cost
v) The effects of obsolescence, demand, competition and other economic factors
vi) The level of maintenance expenditures required to obtain the expected future cash flows from
the asset.

e) All intangible assets are to be reviewed periodically to determine that the estimated useful lives
and classifications are appropriate. Any change in the estimated useful life of an intangible asset
is to be accounted for prospectively.

5) IMPAIRMENT TESTS

Under the accounting guidance, there are two main categories of impairment tests:

a) ASC Topic 350, “Intangibles – Goodwill and Other” (―ASC 350‖)

i) ASC 350 requires a comparison of the intangible asset’s fair value with its carrying amount.

ii) The fair value of an intangible asset is the amount that the asset would sell for in a
transaction between willing parties (i.e. other than in a forced or liquidation sale).

iii) If the asset’s fair value is below its carrying amount, the intangible asset is to be written down
to its fair value. After such a loss is recognized, the adjusted carrying amount of the asset is
the new cost basis. Subsequent reversal of a previously recognized impairment loss is
prohibited.

iv) All intangible assets not subject to amortization should be tested for impairment annually or
more frequently if events and circumstances indicate that the asset may be impaired.

v) For goodwill, the impairment tests are carried out at the reporting unit level. A reporting unit is
defined as an operating segment or one level below (referred to as a component). A
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component is a reporting unit if it constitutes a business for which discrete financial


information is available and management regularly reviews the operating results of that
component.

vi) The first step in testing goodwill for impairment is to determine the fair value of the reporting
unit (i.e. the amount at which the reporting unit as a whole could be bought or sold in a
current transaction between willing parties) based on (in order of applicability) quoted market
prices, estimates of fair value based on the best information available, or through the use of
present value techniques. Dole utilizes a discounted cash flow model to test for goodwill
impairment at the reporting unit level. The discounted cash flow model includes earnings
projections from the latest 3 year plan, income tax payment projections, a corporate overhead
allocation and a discount rate based on a calculated weighted average cost of capital.

vii) Under the first step, the fair value of a reporting unit is compared with its net book value
including goodwill. If the fair value exceeds its carrying amount, then goodwill of that reporting
unit is not considered to be impaired.

viii) If the carrying amount exceeds the fair value then the second step of the goodwill impairment
test is required to be performed. Under this step, the implied fair value of the reporting unit
goodwill is compared to the carrying amount of goodwill. The implied fair value of goodwill is
determined in the same manner as goodwill is determined in the purchase price allocation.
The fair value of the reporting unit is allocated to all assets and liabilities, as if the reporting
unit has just been acquired in a business combination and the fair value of the reporting unit
is the price paid to acquire the reporting unit. The excess of the fair value of the reporting unit
over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. An
impairment loss is recognized if the implied fair value of goodwill exceeds its carrying amount.

ix) Consultation with the Corporate Controller’s Organization is required when performing an
impairment test of goodwill and intangibles with indefinite useful lives.

b) Impairment of long-lived assets

i) For impairment of long-lived assets (including amortized intangible assets), refer to the
guidance in ―Impairment of Long-Lived Assets‖ in the Property, Plant and Equipment in
Section 6 of this policy.

6) REFERENCES

a) ASC 350, Intangibles – Goodwill and Other (Financial Accounting Standard No. 142 – Impairment
of Goodwill and Intangibles with Indefinite Useful Lives)

b) ASC 360-10, Property, Plant and Equipment (Financial Accounting Standard No. 144 –
Accounting for the Impairment or Disposal of Long Lived Assets)

c) ASC 805, Business Combinations (Financial Accounting Standard No. 141 – Business
Combinations)
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Liabilities
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LIABILITIES
_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 8.0 Effective Date: Immediately Page 65 of 112
Liabilities
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1) LIABILITIES

a) Liabilities are to be recorded when the two following conditions are met as of the balance sheet
date:

i) It is probable that a liability has been incurred and,


ii) The amount of the liability can be reasonably estimated.

b) When both conditions are met, the liability should be accrued at a reasonable estimated value.
Payables and accrued liabilities can be grouped into four major categories:

i) Basic accruals,
ii) Complex accruals,
iii) Legal accruals, and
iv) Special accruals

1.1) Basic Accruals


a) Basic accruals are those that are recurring, operational, frequent and involve simple estimation
methods. They primarily result from the timing difference between the recording of a liability and
the related receipts of invoices or payments to third parties. These accruals include:

i) Accounts payable – Not vouchered,


ii) Grower Payables
iii) Accrued freight and handling, shipping, materials and supplies,
iv) Accrued wages, payroll taxes, other payroll costs, vacation, sick leave, holiday pay,
v) Dividends payable and
vi) Accrued interest and taxes other than income taxes.

b) Sick leave, holiday pay and vacation time are to be accrued as earned and not as paid. The
accrual should be recorded at least quarterly based on the best estimate of attainment.

c) Related to unclaimed funds, the liability is relieved when funds are escheated to the appropriate
government agency.

1.2) Complex Accruals


a) Complex accruals are those that may be recurring but also involve an additional degree of
judgment in estimation compared with basic accruals. These accruals include:

i) Accrued marketing and advertising (coupon) expenses,


ii) Accrued bonuses and incentives
iii) Accrued pension liabilities and other post-retirement benefits

b) In certain cases, the methods to quantify the liability are governed by specific generally accepted
accounting principles and may be based in part on the information obtained from experts such as
actuaries.

c) Bonuses and incentives are to be accrued as earned and not as paid. The accrual should be
recorded at least quarterly based on the best estimate of attainment.

d) Coupon accruals related to free standing newspaper or magazine inserts, or in-store coupons,
are based on estimated expenses and allowances. When the coupon ―drops‖ (printed and issued),
costs are matched against the sale of the product and the accrual is relieved.
Reference: 8.0 Effective Date: Immediately Page 66 of 112
Liabilities
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e) Marketing accruals should be based on the estimated number of customers that will ultimately
earn and claim rebates or refunds under the marketing plan. Divisions should update estimates
every quarter to ensure amounts are based on the most current volumes and assumptions.

1.3) Litigation Accruals


a) Litigation accruals are for pending or threatened litigation, as well as unasserted claims probable
of assertion and reasonably estimable.

b) Litigation accruals require significant judgment regarding both the probability and estimated
amount of the loss. Any litigation accrual greater than $500K requires approval of both the
Corporate General Counsel and the Corporate Controller.

c) Legal fees are generally expensed as incurred. In certain instances, legal fees are accrued for
anticipated legal costs as a component of an ASC 450, “Liabilities” legal contingency when it is
probable that a loss has been incurred and the amount can be reasonably estimated.

1.4) Specific Accruals


a) Specific accruals are for events or transactions which are infrequent or non-recurring in nature.
Specific accruals include:

i) Accrued environmental reserves


ii) Accrued natural disaster reserves
iii) Accrued master casualty reserves
iv) Accrued other insurance reserves
v) Unearned income, and
vi) Miscellaneous deferred credits and long-term liabilities

2) DISTINCTION BETWEEN CURRENT AND NON-CURRENT ITEMS

2.1) Current Liabilities


a) Current liabilities are defined as obligations for which repayment is expected to occur within one
year of the balance sheet date. Current liabilities include the following:

i) Payables from operations: items that have entered the operating cycle (trade payables and
accrued liabilities),
ii) Debt maturities: amounts expected to be liquidated during the coming year (short-term notes
and current portion of long-term debt),
iii) Revenue received in advance: collections received in advance for services; these items are
typically liquidated by means other than payment in cash,
iv) Other accruals: estimates of accrued amounts that are expected to be required to cover
expenditures within the year for known obligations.
Reference: 8.0 Effective Date: Immediately Page 67 of 112
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2.2) Non-Current Liabilities


a) Non-current liabilities, also referred to as long-term liabilities, are obligations that will not be
satisfied in the next year or operating cycle, whichever is longer. Examples of long term liabilities
include the following:

i) Long-term debt,
ii) Pension obligations, and
iii) Capital lease obligations

3) CONTINGENCIES

a) A contingency is an existing condition, situation, or set of circumstances involving uncertainty as


to a possible loss to the company that will be resolved when one or more future events occur or
fail to occur.

b) An accrual for a loss contingency is to be recorded when both of the following conditions are met:

i) Information available prior to issuance of the financial statements indicate that it is probable
that an asset has been impaired or a liability has been incurred as of the date of the end of
the fiscal period.
ii) The amount of the loss can be reasonably estimated.
iii) Examples of loss contingencies include collectability of receivables, obligations related to
product warranties, risk of loss or damage of property by fire or other hazards, pending or
threatened litigation, expropriation of assets, actual or possible claims and assessments,
obligations under standby letters of credit, repurchase agreements and guarantees of
indebtedness of others.

4) ACCOUNTING FOR RESTRUCTURING COSTS

a) Restructuring costs are those costs associated with an exit or disposal activity. They primarily
include:

i) One-time termination benefits (i.e. termination benefits provided to current employees that
are involuntarily terminated under the terms of a benefit arrangement that, in substance, is
not an on-going benefit arrangement or an individual deferred compensation contract),
ii) Costs to terminate a contract that is not a capital lease,
iii) Other associated costs, such as costs to consolidate facilities or relocate employees.

b) A liability for a cost associated with an exit or disposal activity shall be recognized and measured
initially at its fair value in the period in which the liability is incurred, except for one-time
termination benefits. If the fair value cannot be reasonably estimated, the liability shall be
recognized initially in the period in which fair value can be reasonably estimated.

c) Restructuring costs should be recorded in the same expense account that charges associated
with the restructuring activity are booked. For example, if the Company incurs restructuring costs
related to employee severances, the restructuring costs would be booked to general and
administrative expenses.

d) One-time termination benefits exist at the date when the plan meets all of the following criteria
and has been communicated to employees:

i) Management commits to a plan of termination;


Reference: 8.0 Effective Date: Immediately Page 68 of 112
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ii) The plan identifies the number of employees to be terminated, their job classifications or
functions and their locations, and the expected completion date;
iii) The plan establishes the terms of the benefit arrangement, in sufficient detail to enable
employees to determine the type and amount of benefits they will receive if they are
involuntarily terminated;
iv) Actions required to complete the plan indicate that it is unlikely that significant changes to the
plan will be made or that the plan will be withdrawn

e) The timing of recognition and related measurement of a liability for one-time termination benefits
depends on whether, in order to receive the termination benefits, employees are required to
render service until they are terminated and, if so, whether employees will be retained to render
service beyond a minimum retention period:

Situation Employees not required to render Employees required to render service


service beyond retention period until termination or beyond
or termination date termination date

Recognition Fully recognized at the Recognition ratably over the future


communication date. However if service period
there is an established severance
policy in place, the recording of the
accrual can actually precede the
communication of the arrangement
to the employees
Measurement At fair value on the communication Initial Measurement at the
date communication date based on the fair
value of the liability as of the termination
date
Subsequent adjustments due to revision
of either the timing or the amount of
estimated cash flows over the future
service period

f) For contract termination costs:

i) A liability for costs to terminate a contract before the end of its term shall be recognized and
measured based on the amount the division expects to pay when a division terminates the
contract, in accordance with the contract terms;
ii) A liability for costs that will continue to be incurred under the contract for its remaining term
without economic benefit to the entity shall be recognized and measured based on the
amount the division expects to pay when the entity ceases using the right conveyed by the
contract.
Reference: 8.0 Effective Date: Immediately Page 69 of 112
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5) ACCOUNTING FOR SELF-INSURANCE RESERVES

a) The Company is self-insured for most domestic workers compensation, medical and dental
claims.

b) For workers compensation, Divisions are required to establish reserves to cover all claim related
costs (i.e. indemnity, medical, etc.). At a minimum, reserves must be established for open cases
plus an estimate for incurred but not reported claims (―IBNR‖).

i) A determination should be made based on the magnitude of the IBNR as to whether a third
party actuary should be used to assist in the valuation of the IBNR.
ii) If outstanding claims are greater than one year, the IBNR should be discounted using the
Company’s risk-free interest rate which matches the average duration of the IBNR.
Discounting is appropriate only when both the timing and amounts of future cash flows are
fixed or determinable based on objective and verifiable information (typically historical data).
iii) IBNR is to be classified as short-term or long-term, depending upon the nature of the reserve.

c) For property claims, the Company utilizes a Dole captive insurance company up to a specified
amount that is determined annually. Divisions should account for a covered claim with Dole’s
captive insurance company as follows:

i) The property loss should be recorded as an expense and the related net book value of
property should be written off. Simultaneously, a receivable should be recorded and the
property loss expense is reversed.
ii) The Company’s captive insurance company records the impact of the property loss by
recording an expense and accounts payable.
iii) The necessary information is provided by Corporate Accounting and the respective Division
to Corporate Consolidations to ensure that the insurance receivable and payable balances
are properly eliminated in the consolidation process.

6) REFERENCES

a) ASC 420-10, Exit or Disposal Cost Obligations (Financial Accounting Standard No. 146 –
Accounting for Costs Associated with Exit or Disposal Activities)

b) ASC 450, Contingencies (Financial Accounting Standard No. 5 – Accounting for Contingencies)

c) ASC 450-20, Contingencies (Financial Interpretation No. 14 – Reasonable Estimation of the


Amount of a Loss)

d) Worldwide Allowance and Accrual Policy

e) Corporate Legal Reserve Policy


Reference: 9.0 Effective Date: Immediately Page 70 of 112
Income Taxes
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INCOME TAXES
______________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362

REFER TO ACCOUNTING POLICY INCOME TAXES


FINAL POSTED SEPARATELY IN THE PORTAL
Reference: 10.0 Effective Date: Immediately Page 71 of 112
Revenue Recognition and Accounting for Incentives and Other Considerations
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REVENUE RECOGNITION AND ACCOUNTING


FOR INCENTIVES AND OTHER
CONSIDERATIONS
_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 10.0 Effective Date: Immediately Page 72 of 112
Revenue Recognition and Accounting for Incentives and Other Considerations
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1) REVENUE RECOGNITION – GENERAL

a) Revenue is realized or realizable and earned when all of the following criteria are met:

i) Persuasive evidence of an arrangement exists


ii) Delivery has occurred or services have been rendered
iii) The price to the customer is fixed or determinable, and
iv) Collection is reasonably assured

b) Revenue is to be recorded net of any sales allowances (account #412000 ―Product Sales
Allowances‖), promotions (account #411000 ―Product Sales Promotions‖) and sales incentives
(account #414100 ―Product Sales Incentives‖), which include coupons, rebates, time/volume
incentives, cooperative advertising, buydowns and slotting fees.

c) FOB Destination: Revenue is to be recorded when the goods are delivered to a designated
location. Delivery is not considered to have occurred until the customer has taken title and
assumed the risks and rewards of ownership.

d) FOB Shipping Point: Revenue is to be recorded when the product is shipped to the customer.

e) Synthetic Destination: In situations where the Company ships goods FOB shipping point but
continues to bear the risk of loss or damage during transit, revenue cannot be recognized until
the customer has taken title of the inventory and has assumed the risks and rewards of
ownership.

2) REVENUE RECOGNITION FOR RETURNABLE MERCHANDISE

a) Revenue from sales in which a right of return exists is recognized at the time of sale only if all of
the following conditions are met:

i) The price between the seller and the buyer is substantially fixed, or determinable
ii) The seller has received full payment, or the buyer is indebted to the seller and the
indebtedness is not contingent on the resale of the merchandise.
iii) Physical destruction, damage or theft of the merchandise would not change the buyer’s
obligation to the seller.
iv) The buyer has economic substance and is not a conduit that exists solely for the benefit of
the seller.
v) No significant obligations exist for the seller to help the buyer resell the merchandise
vi) A reasonable estimate of future returns can be made.

b) If all of the above conditions are met, revenue is recognized on sales for which a right of return
exists, provided that an appropriate provision is made for costs or losses that may occur in
connection with the return of the merchandise from the buyer.

c) If any of these conditions is not met, revenues are to be deferred and recorded as ―Unearned
Revenues‖ (account #385000 ―Deferred Income‖).

3) REPORTING REVENUE GROSS AS A PRINCIPAL VERSUS NET AS AN AGENT

a) Revenue can be recorded based on the gross amount billed to a customer if the following criteria
are met:

i) Seller is acting as a principal in the transaction,


Reference: 10.0 Effective Date: Immediately Page 73 of 112
Revenue Recognition and Accounting for Incentives and Other Considerations
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ii) Seller takes title to the merchandise,


iii) Seller has the risks and rewards of ownership, such as risk of loss for collection, delivery or
returns.

b) However, if none of the above conditions are met (i.e. the Seller is simply acting as an agent or a
broker) and the Seller is compensated by a commission or fee, then only the net revenue earned
on the sale (amount billed to customer less amount owed to the supplier) can be recorded.

c) The following factors should be considered in determining the method of revenue recognition:

i) Indicators of Gross Revenue Reporting:


(a) Seller is primarily responsible for providing product or service
(b) Seller has general inventory risk
(c) Seller has latitude in establishing the price
(d) Seller changes the product or performs part of the service
(e) Seller has discretion in selecting the supplier
(f) Seller is involved in determining product or service specifications
(g) Seller has physical loss inventory risk
(h) Seller assumes credit risk

ii) Indicators of Net Revenue Reporting:


(a) Supplier is primarily responsible for providing product or service
(b) Amount earned by the seller is fixed
(c) Supplier assumes credit risk

4) DISTINCTION BETWEEN PRODUCT REVENUE AND SERVICE REVENUE

a) Product and service revenue should be reported separately.

b) Product revenue is defined as revenue from third parties from the sale of core business products
and any related surcharge and other revenue included on the invoice to customers, net of all
related sales promotions and allowances. Surcharges and other revenue mainly include charges
for cooling, warehousing, fuel, containerization, handling and palletization.

c) Core business products are associated with the company’s activities related to production and
marketing of fresh fruit, vegetables and packaged foods.

d) Service revenue is defined as revenue earned from third parties derived from non-core business
activities, such as:

i) Vessel revenue earned for leasing a vessel or available space within a vessel,
ii) Commercial cargo revenue earned for providing commercial cargo services involving the
handling and transportation of containerized cargo on vessels,
iii) Service revenue such as packing service revenue, farm management revenue, cooling
service revenue, product processing revenue and storage service revenue
iv) Inland freight revenue for providing the service of arranging air or land transportation of the
customers product to their destination,
v) Commission revenue from arrangements where the company does not assume product or
market risk,
vi) Royalty revenue from arrangements involving the use of one or more company trademarks,
vii) Other revenue (e.g. management fees, documentation fees).
Reference: 10.0 Effective Date: Immediately Page 74 of 112
Revenue Recognition and Accounting for Incentives and Other Considerations
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5) CONSIDERATION GIVEN BY THE COMPANY TO RETAILERS

5.1) Accounted For As a Reduction of Revenue


a) Any consideration that is given to a retailer is considered a reduction of sales and is to be
recorded as a reduction of revenue rather than as a component of cost of products sold.
i) Examples of consideration include sales promotions, sales allowances, coupons, rebates,
free products, slotting fees, cooperative advertising and buy downs.

b) Sales Promotions are defined as temporary price reductions on third party sales which are both:
i) Unrelated to customer performance criteria,
ii) Generally are included on the original customer invoice.

c) Sales Allowances are defined as adjustments to third party revenue including claims and cash
discounts allowed for prompt payment and product returns.

d) Slotting fees are defined as fees paid to a retailer for shelf space for the company’s products. The
company may or may not receive stated rights for those fees. Slotting fees might be incurred
either:
i) Before selling any of the products to the retailer,
ii) On a regular schedule to maintain a shelf space allocation or to continue being a regular
vendor or,
iii) Periodically as negotiated.

e) Cooperative advertising arrangements are those in which the company refunds a retailer for a
portion of the costs incurred to advertise the company’s products.

f) Buy downs are arrangement in which the company would refund a retailer up to a specified
amount for shortfalls in the sales price received by the retailer over a specified time period
(promotion period for a product).

5.2) Accounted For As an Expense


a) Consideration given by the company to a retailer is to be reported as a cost if the company
receives a benefit that meets the following conditions:
i) In return for the consideration, the company receives an identifiable benefit from the retailer
in the form of goods or services. The benefit should be one for which the company would
have entered into an exchange transaction with a third party that is separate from its sales of
goods and services.
ii) The fair value of the benefit can be reasonable estimated. Any excess of consideration over
the fair value of the benefit should be deducted from revenue.

b) The following are examples of consideration to be reported as an expense and recognized upon
payment of the consideration given:
i) Gift from the company to a retailer,
ii) Free airline tickets to be honored by an unrelated entity,
iii) Other non cash consideration in the form of equity or purchases to be applied against further
purchases from the company,
iv) Free products or services delivered when a retailer purchases another product or service,
v) Cumulative shortfall of revenue from doing business with a retailer if the reduction of
cumulative revenue earned since the inception of the customer relationship will result in a
shortfall.
Reference: 10.0 Effective Date: Immediately Page 75 of 112
Revenue Recognition and Accounting for Incentives and Other Considerations
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6) CONSIDERATION GIVEN BY A SUPPLIER TO THE COMPANY

6.1) Accounted For As a Reduction of Cost of Goods Sold


a) Temporary price reductions, claims and cash discounts that are granted by a supplier are to be
deducted from the corresponding operating expense account and are not to be reported as a
component of ―Other Revenue‖.

7) RECOGNITION AND MEASUREMENT OF REBATES AND OTHER INCENTIVES


a) Revenues should be reduced based on a systematic and rational allocation of the cost of
honoring rebates or refunds earned and claimed.

b) Measurement should be based on the estimated number of customers that will ultimately earn
and claim rebates or refunds under the offer. Divisions should update estimates every quarter to
ensure amounts are based on the most current volumes and assumptions.

c) If the number cannot be reasonably estimated, a liability should be recognized for the maximum
potential amount of the refund or rebate.

8) REFERENCES

a) ASC 605-15, Revenue Recognition (Financial Accounting Standard No. 48 – Revenue


Recognition When Right of Return Exists)

b) ASC 605-45, Revenue Recognition (Emerging Issues Task Force No. 99-19 – Reporting
Revenue Gross as a Principal versus net as an Agent)

c) ASC 605-50, Revenue Recognition (Emerging Issues Task Force No. 01-09 – Accounting for
Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products))

d) ASC 605-10-S99, Revenue Recognition (Staff Accounting Bulletin No. 101 – Revenue
Recognition in Financial Statements)
Reference: 11.0 Effective Date: Immediately Page 76 of 112
Costs of Products Sold
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COSTS OF PRODUCTS SOLD


_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 11.0 Effective Date: Immediately Page 77 of 112
Costs of Products Sold
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1) GENERAL

a) Cost of products sold includes costs associated with the production or purchasing of inventory,
packaging materials, labor, depreciation, overhead, transportation and other distribution costs,
including handling costs incurred to deliver products to the customer.

b) Shipping and distribution costs represent all costs incurred by the Company to ship product from
the sourcing locations to the end consumer.

2) PRODUCT COSTS

a) Product costs are defined as all costs incurred to bring finished products to the ―Dole‖ warehouse
including:

i) Production materials and growing costs,


ii) Cost of purchased products, net of recoveries,
iii) Inventory adjustments,
iv) Contractual costs due to growers, either fixed or based upon share of product revenue,
v) Freight, handling and duties related to the products purchased,
vi) Production payroll costs, including wages, bonuses, commissions, insurance and other
employee benefits,
vii) Quality inspection costs,
viii) Foreign currency exchange gains or losses,
ix) Other production related costs.

3) SHIPPING COSTS

a) Shipping costs are defined as all costs incurred to transport finished goods to the warehouse
including:

i) Ocean, inland and air freight transportation expenses,


ii) Personnel related costs for employees in shipping and related administrative functions,
iii) Other shipping related costs.

b) Amounts billed to third party customers in a sale transactions related to shipping and handling
represent revenues earned for the goods provided and are to be classified as a component of
revenue.

c) Shipping and handling costs incurred are to be classified as a component of cost of goods sold as
they represent costs incurred by the Company to ship product from the sourcing/production
location to the customer.

4) DISTRIBUTION COSTS

a) Distribution costs are defined as all costs incurred to bring the finished products from the
warehouse or distribution center to the end customer. These costs include expenses related to
the packaging, warehousing and distribution processes, including:

i) Inland and air freight transportation expenses


ii) Customs duties and license costs incurred for the importation of products imposed by a
government agency (these may also include the costs for the right to import or export product
to certain markets),
Reference: 11.0 Effective Date: Immediately Page 78 of 112
Costs of Products Sold
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iii) Personnel related costs for employees in packaging, warehousing and distribution and
related administrative functions,
iv) Other costs related to personnel, such as communication and travel expenses,
v) Rental expenses on facility and warehouse equipment leases,
vi) Maintenance & repair, spare parts, supplies related to warehousing and trucking,
vii) Packaging materials and supplies,
viii) Storage and warehousing expenses,
ix) Quality inspection costs related to outgoing product.

5) RESEARCH AND DEVELOPMENT COSTS

a) Research is aimed at the discovery of new knowledge with the hope that such knowledge will be
useful in developing a new product or service or a new process or technique or in bringing about
a significant improvement to an existing product or process.

b) Development is the translation of research findings or other knowledge into a plan or design for a
new product or process or for a significant improvement to an existing product or process whether
intended for sale or use.

i) R&D does not include routine or periodic alterations to existing products, production lines,
manufacturing processes, and other on-going operations even though those alterations may
represent improvements
ii) R&D does not include market research or market testing activities.

c) All research and development costs should be charged to expense when incurred.

6) START UP COSTS

a) Start-up activities and organization costs are to be expensed as incurred.

b) Start-up activities are considered to be one-time activities related to:

i) Opening a new facility,


ii) Introducing a new product or service,
iii) Conducting business in a new territory,
iv) Conducting business with a new class of customer or beneficiary,
v) Initiating a new process in an existing facility,
vi) Commencing some new operation,
vii) Organizing a new entity (commonly referred to as organization costs).

7) SHARE-BASED COMPENSATION EXPENSE


a) Refer to the share-based compensation guidance in section 12 (selling, marketing and
administrative expenses) for further information related to share-based compensation.
Reference: 11.0 Effective Date: Immediately Page 79 of 112
Costs of Products Sold
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8) REFERENCES

b) ASC 605-50, Revenue Recognition (Emerging Issues Task Force No. 01-09 – Accounting for
Consideration Given by a Vendor to a Customer)

c) ASC 720-15, Other Expenses (Statement of Position 98-5 - Reporting on the Costs of Start-Up
Activities)

d) ASC 730, Research and Development (Financial Accounting Standard No. 2 – Accounting for
Research and Development Costs)
Reference: 12.0 Effective Date: Immediately Page 80 of 112
Selling, Marketing, General and Administrative Expenses
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SELLING, MARKETING, AND ADMINISTRATIVE


EXPENSES
_________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 12.0 Effective Date: Immediately Page 81 of 112
Selling, Marketing, General and Administrative Expenses
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GENERALLY, SELLING, MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES ARE


EXPENSED AS INCURRED UNLESS OTHERWISE NOTED IN U.S. GAAP.

1) SELLING EXPENSES

a) Selling expenses are defined as all costs related to selling agreements with customers as well as
costs related to sales collection and include the following:

i) Sales brokerage and commission expenses paid to outside agents for negotiating product
sales on behalf of the company
ii) Personnel related costs for employees in selling and related administrative functions
iii) Bad debt reserve adjustments
iv) Other selling costs related to personnel, such as communication and travel expenses

2) MARKETING EXPENSES
a) Marketing expenses are defined as all costs incurred to organize and optimize the promotion of
finished products to retailers and consumers and include the following:

i) Advertising expenses, including creating advertisements and buying advertising space or


time
ii) Merchandising expenses to procure and ship merchandising materials to customers
iii) Sponsored marketing events such as conventions, conferences, fairs or other marketing
events sponsored by the company. Employee costs of travel to or while at these events are
included in marketing travel and entertainment expense.
iv) Market studies and surveys
v) Personnel related costs for employees in marketing and related administrative functions
vi) Other marketing costs related to personnel, such as communication and travel expenses.

b) Marketing costs related to sales incentives labeled as discounts, coupons, rebates, free products
and slotting fees should be booked as a reduction of revenues and not as a marketing expense.

c) In limited circumstances, the Company may capitalize payments related to the right to stock
products in customer outlets or to provide funding for various merchandising programs over a
specified contractual period. In such cases, the Company should amortize the costs over the life
of the underlying contract. The amortization of these costs, as well as other marketing and
advertising costs that relate to discounts, rebates and certain sales incentives should be recorded
as a reduction to revenues and not as marketing expense.

3) MARKETING EXPENSES TO BE NETTED AGAINST REVENUE

a) Consideration given by a division to a retailer is considered a reduction of prices and is to be


recorded as a reduction of revenue, not a marketing expense. Such is the case for discounts,
coupons, rebates, free products, slotting fees, cooperative advertising arrangements, buy-downs
or other arrangements.

i) Amounts paid upon the signing of a contract such as a signing bonus or a slotting fee should
be recorded as a prepaid asset and amortized as a contra-revenue over the life of the
contract, as long as the money is refundable to Dole in the event of a breach of contract by
the customer. If the amount is non-refundable, the entire payment should immediately be
charged to contra-revenue.
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Selling, Marketing, General and Administrative Expenses
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b) Consideration given by a division to a retailer is to be reported as an expense only if the division


receives a benefit that meets the following conditions:

i) In return for the consideration, the division receives an identifiable benefit from the retailer in
the form of goods or services. The benefit should be one for which the division would have
entered into an exchange transaction with a third party that is separate from its sales of
goods and services.

ii) The fair value of the benefit can be reasonably estimated. Any excess of consideration over
the fair value of the benefit should be deducted from revenue.

4) GENERAL AND ADMINISTRATIVE EXPENSES

a) General and administrative expenses are all operating costs not included as selling or marketing
expenses and include the following:

i) Personnel related costs for employees in general and administrative functions, including
general management, IT, finance, accounting, legal, tax, office services, etc.
ii) Other G&A costs related to personnel, such as communication and travel expenses.
iii) IT allocation, IT equipment and supplies
iv) Outside professional services such as consultants, auditors, attorneys and tax advisors
v) Bank fees
vi) Rents on office facility and equipment leases, and/or depreciation
vii) Office supplies
viii) Other overhead costs

5) ACCOUNTING FOR ADVERTISING EXPENSES

a) Advertising costs are generally expensed as incurred or at the time the advertisement appears.
There are two general types of advertising costs:

i) The costs of producing advertisements


ii) The costs of communicating advertisements. These costs should not be expensed until the
advertisement has been distributed. As an example, the costs of purchasing media time
should not be expensed until the advertisement is aired.

b) One exception to immediate expense recognition is if it is considered direct-response advertising.


Direct-response advertising must result in probable future economic benefits.

c) Expenditures for advertising costs that are made subsequent to the recognition of revenues
related to those costs are to be capitalized and charged to expense when the related revenues
are recognized.

i) For instance, some entities may enter into an arrangement whereby they are responsible for
refunding part or all of their customers’ advertising costs. In most cases, the related revenues
are earned before the refunds are made. The entity responsible for refunding advertising
expenditures would recognize a liability and the related advertising expense concurrently with
the recognition of revenue.
Reference: 12.0 Effective Date: Immediately Page 83 of 112
Selling, Marketing, General and Administrative Expenses
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6) BAD DEBT EXPENSE

a) Bad debt expense related to trade receivables should be recorded as a selling expense (account
#SEL840000 ―Bad Debt Expense‖) regardless of whether or not the division is a sourcing or
selling location. Bad debt expense related to grower advances should be recorded as product
cost (account #PRD840000 ―Bad Debt Expense‖).

7) SHARE-BASED COMPENSATION EXPENSE

a) Stock Options expense is derived as follows:


i) The fair value of share-based payments is derived using the Black-Scholes-Merton option-
pricing model at the option grant date.
(1) Exercise price –The exercise price at the date of the grant.
(2) Market price – The stock price on the date of the grant.
(3) Volatility – Derived from the implied volatilities of the stock price for a basket of Dole’s
competitors for a period matching the term of the options at date of grant.
(4) Risk free interest rate – Based on the U.S. Treasury constant maturity yield curve for the
period matching the expected term of the options at the time of grant.
(5) Dividend yield – Calculated on the Company’s stock at the time of the grant.
(6) Term – Based on the shortcut method per ASC 718 ―Compensation – Stock
Compensation”
(7) Forfeiture rate – Based on historical forfeitures and other forward looking expectations.
ii) All share-based compensation is amortized ratably over the vesting term of the grant.
iii) Share-based compensation expense for share-based grants will only be reversed for those
shares that have not yet vested at the time of cancellation/forfeiture.

b) Restricted stock awards and units expense is derived as follows:


i) The fair value of Dole’s restricted stock awards are estimated at the date of grant. The grant
date fair value will be the stock price on the date of grant.
ii) All share-based compensation is amortized ratably over the vesting term of the grant.
iii) Share-based compensation expense for share-based grants will only be reversed for those
shares that have not yet vested at the time of cancellation/forfeiture.

c) Performance based awards expense is derived as follows:


i) The fair value of performance awards are estimated at the date of grant. The grant date fair
value will be the stock price on the date of grant.
ii) The fair value to be recognized over the term of the grant is dependent on the probability of
the performance targets being met. At the grant date the probability of the performance
targets being met is estimated and this percentage is multiplied by the fair value of the grant.
This estimated compensation will be amortized over the term of the option.
iii) On a quarterly basis the probability of the performance targets being met is evaluated and the
estimated compensation to be amortized is updated accordingly. The expense to be
recognized ratably is updated and a true-up entry is booked, if required.
Reference: 12.0 Effective Date: Immediately Page 84 of 112
Selling, Marketing, General and Administrative Expenses
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8) REFERENCES

a) ASC 718, Compensation – Stock Compensation (Financial Accounting Standard No. 123(R) –
Share-based Payment)

b) ASC 605-45-45, Revenue Recognition (Emerging Issues Task Force No. 00-10 – Accounting for
Shipping and Handling Fees and Costs)

c) ASC 605-50, Revenue Recognition (Emerging Issues Task Force No. 01-09 – Accounting for
Consideration Given by a Vendor to a Customer)

d) ASC 720-35, Other Expenses (Statement of Position No. 93-7 – Reporting on Advertising Costs)
Reference: 13.0 Effective Date: Immediately Page 85 of 112
Foreign Currency Translation
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FOREIGN CURRENCY TRANSLATION


_____________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 13.0 Effective Date: Immediately Page 86 of 112
Foreign Currency Translation
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1) FUNCTIONAL CURRENCY

a) An entity’s functional currency is the currency of the primary economic environment in which the
entity operates; normally that is the currency of the environment in which an entity primarily
generates and expends cash. Any change in the functional currency needs to be approved by the
Corporate Controller’s Organization.

b) If an entity’s books are not maintained in its functional currency, remeasurement into the
functional currency is required. This remeasurement is required before translation into the
reporting currency ($USD). The remeasurement process should produce the same results as if
the entity’s books had been initially recorded in the functional currency. When translating from a
local currency to a functional currency, the impact of changes in foreign currency exchange rates
on monetary assets is adjusted through the income statement.

i) To translate from an entity’s local currency into its functional currency, historical exchange
rates should be used for the accounts listed in Exhibit 1. For all other accounts, the current
exchange rate should be used.

2) SOURCE OF EXCHANGE RATES USED FOR RANSLATION/REMEASUREMENT

a) At the end of each fiscal period, Corporate Treasury posts to the Dole portal under the ―Treasury
Community‖ a foreign currency schedule that lists the period end and average exchange rates for
the reporting period. These rates are based on the last Thursday (prior to the end of the fiscal
period) exchange rates as published by Bloomberg. These rates should be used to translate and
remeasure non-USD local and functional currency ledgers.

3) TRANSLATION OF FOREIGN CURRENCY STATEMENTS

a) If an entity’s functional currency is a foreign currency, translation adjustments result from the
process of translating that entity’s financial statements into the reporting currency ($USD). To
convert the functional currency to the reporting currency, balances will need to be translated as
follows:

i) For assets and liabilities, the exchange rate at the balance sheet date should be used.
ii) For revenues, expenses, gains and losses, an average exchange rate for the period should
be used.
iii) Equity accounts are translated at historical rates.

b) Translation adjustments are not to be included in the determination of net income but are
reported in the equity section of the balance sheet as a component of other comprehensive
income (―OCI‖) in the Cumulative Translation Adjustment (―CTA‖) account #395000 ―Cumulative
Foreign Currency Translation Adjustment.‖

4) FOREIGN CURRENCY TRANSACTIONS

a) Foreign currency transactions are transactions denominated in a currency other than the entity’s
functional currency.

i) Transactions may include forward exchange contracts, intercompany transactions (excluding


intercompany notes payable), billings on export sales, purchases of imported goods or taxes
imposed by foreign jurisdictions.
Reference: 13.0 Effective Date: Immediately Page 87 of 112
Foreign Currency Translation
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ii) At the date of the transaction, the balance should be measured and recorded in the functional
currency using the exchange rate in effect at that date.
iii) At each balance sheet date (which is the end of each fiscal period), the balances are
adjusted to reflect the current exchange rate.

b) A change in exchange rates between the functional currency and the currency that the
transaction is denominated increases or decreases the expected amount of cash flows at
settlement.

c) This increase or decrease is a foreign currency transaction gain or loss that is recorded in the
income statement as a Transaction Gain/Loss in account #907000 ―Foreign Currency (Gain) Loss
- Translation‖ for the period in which there is a change in foreign currency exchange rates.

d) A transaction gain or loss (measured from the transaction date or most recent balance sheet,
whichever is later) realized upon settlement will be included in account #908000 ―Foreign
Currency (Gain) Loss - Transaction‖ for the period in which the transaction is settled.

5) FOREIGN CURRENCY TRANSLATION OF DEBT OBLIGATIONS, NOTES


PAYABLE AND INTERCOMPANY NOTES

a) Divisions may enter into transactions where they borrow money in a currency different than their
own functional currency. Since the translation of these transactions is financing related and not
due to true operational activities, the income statement impact should be excluded from operating
income. For entities that have notes payable, long-term or short-term debt, capital leases and/or
intercompany notes payable that are not in their own functional currency (i.e. Corporate EURO
borrowing and functional currency is USD), the translation gain or loss should be recorded to
account #910000 ―Miscellaneous (Income) Expense.‖

6) TRANSACTION GAINS AND LOSSES TO BE EXCLUDED FROM NET INCOME

a) The following is a list of foreign currency transactions that should be reported as part of OCI (a
component of Shareholders’ Equity), not through the income statement:

(1) Foreign currency exchange transactions that are designated as, and effective as,
economic hedges of a net investment in a foreign entity, under ASC Topic 815,
“Derivatives and Hedging” (―ASC 815‖).

(2) Intercompany foreign currency exchange transactions that are of a long-term investment
nature (settlement is not planned or anticipated in the foreseeable future).

7) INTERCOMPANY ADVANCES TO FOREIGN ENTITY

a) Divisions are required to document the nature of the intercompany advance at inception. If the
advance is not long-term in nature, then foreign exchange currency gains or losses are recorded
to the income statement (account #910000 ―Other (Income) Expense - Miscellaneous‖).

b) If an intercompany advance is partially settled and the remaining advance continues to be of a


long-term nature, future gains or losses are recognized as OCI. Amounts previously recognized
as OCI remain in OCI until the investment in foreign entity is sold or liquidated.

c) Upon sale or upon complete or substantially complete liquidation of an investment in a foreign


entity, amounts advanced to that entity and accumulated in OCI are reversed and included in the
calculation of the gain or loss on the sale.
Reference: 13.0 Effective Date: Immediately Page 88 of 112
Foreign Currency Translation
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8) HEDGING

a) Hedging gains/losses are incurred either:


(1) Upon the settlement of hedging contracts for hedges that are deemed to be ―effective‖ hedges
and qualify for hedge accounting,
(2) At the end of the fiscal period for all other hedges which do not qualify for hedge accounting
treatment under ASC 815 and that are marked-to-market at the end of each fiscal period.

b) Realized hedge gains or losses are to be recorded as a component of cost of products sold
(account #908400 ―Foreign Currency Hedging Realized and account #908500 Foreign Currency
Hedging Unrealized‖). Refer to the Accounting for Derivatives guidance in section 10 for
further information related to derivatives and hedging.

9) REFERENCES
a) ASC 815, Derivatives and Hedging (Financial Accounting Standard No. 133 – Accounting for
Derivative Instruments and Hedging Activities, as amended)

b) ASC 830, Foreign Currency Matters (Financial Accounting Standard No. 52 – Foreign Currency
Translation)

10) EXHIBITS

Exhibit 10.1 - Accounts to be Remeasured Using Historical Exchange Rates for


Translation from Local Currency into Functional Currency
i) Marketable securities carried at cost
ii) Equity securities
iii) Debt securities not intended to be held until maturity
iv) Inventories carried at cost
v) Prepaid expenses such as insurance, advertising, and rent
vi) Property, plant and equipment
vii) Accumulated depreciation on property, plant and equipment
viii) Patent, trademarks, licenses and formulas
ix) Goodwill
x) Other intangible assets
xi) Deferred charges and credits
xii) Deferred income
xiii) Common stock
xiv) Preferred stock carried at issuance price
xv) Cost of goods sold
xvi) Depreciation of property, plant and equipment
xvii) Amortization of intangible items such as patents, licenses, etc.
xviii) Amortization of deferred charges
Reference: 14.0 Effective Date: Immediately Page 89 of 112
Accounting For Leases
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ACCOUNTING FOR LEASES


_____________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 14.0 Effective Date: Immediately Page 90 of 112
Accounting For Leases
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1) OVERVIEW

a) Leased assets used in the Company’s operations are to be classified as either capital or
operating leases depending on the criteria established in ASC Topic 840. “Leases” (―ASC 840‖).

b) Prior to executing a lease, Divisions are required to perform a capital lease vs. operating lease
analysis. In addition, Divisions must determine the appropriate lease term at the inception of the
lease.

2) CAPITAL LEASES
a) A leases is to be accounted for as a capital lease if at least one of the criteria per ASC 840-10-
25-1 is met. The four criteria are as follows:

i) the lease transfers ownership of the property to the lessee by the end of the lease term,
ii) the lease contains a bargain purchase option,
iii) the lease term is equal to 75 percent or more of the estimated economic life of the leased
property,
iv) the present value at the beginning of the lease term of the minimum lease payments,
excluding the portion of the payments representing executory costs, equals or exceeds 90
percent of the excess of the fair value of the leased property. Note that minimum lease
payments include any residual value guarantees.

3) OPERATING LEASES
a) If a lease does not meet any of the four criteria defined above for capital leases ASC 840-10-25-
1, then the lease is to be accounted for as an operating lease.

4) LAND LEASES

a) If land is the sole item of property leased and the criterion in 2) a) i) and 2) a) ii) are met, the
lessee shall account for the lease as a capital lease; otherwise, as an operating lease.

b) If a land lease includes the use of equipment or a building, the lease components for each fixed
asset type will need to be separated and tested independently.

5) ACCOUNTING FOR CAPITAL LEASES

a) Capital leases are recorded as an asset and a liability at the lower of (1) the fair value of the
leased property at the lease inception date or (2) the present value of the minimum lease
payments at the beginning of the lease term. Minimum lease payments are to exclude any
payments made by the lessor such as insurance, maintenance, and taxes (i.e. executory costs)
including profit on those costs.

b) Capital leases are to be amortized based on the Company’s depreciation policy for owned assets
(i.e. useful life) if the criteria specified in 2)a) i) and 2a) ii) are met. However, if the criteria are not
met then the leased asset is to be amortized over the lease term.

c) During the lease term, each minimum lease payment is allocated between a reduction of the
lease liability and interest expense to produce a constant periodic interest rate on the remaining
balance of the lease liability. If a lease contains a residual guarantee by the lessee of a penalty
for failure to renew the lease at the end of the lease term, the lease liability at the end of the lease
term must equal the amount of the guarantee of the penalty.
Reference: 14.0 Effective Date: Immediately Page 91 of 112
Accounting For Leases
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d) Amendments to lease provisions or renewals, extensions or terminations prior to the expiration of


the lease term are subject to the following accounting treatment:

i) If a new lease agreement changes the amount of the remaining minimum lease payments or
guarantee or penalty at the end of the lease period and the lease continues to be a capital
lease then the current balance of the lease assets and lease liability are to be adjusted by
the difference of the present value of the future minimum lease payments and the current
lease liability balance.
ii) If a new lease agreement results in the lease being an operating lease, a gain or loss is
recorded for the difference between the leased asset and lease liability.
iii) If only the renewal or extension is classified as an operating lease, the existing lease is
accounted for as a capital lease through the end of the original lease term.
iv) If the lease is terminated, a gain or loss is recorded for the difference between the lease
asset and lease liability.

6) ACCOUNTING FOR OPERATING LEASES

a) Non-cancelable rental payments (including scheduled rent increases) for operating leases are to
be recorded as rent expense on a straight-line basis over the lease term.

i) Scheduled rent increases, or rent escalation clauses, are those that are fixed in the lease
agreement (e.g. rent increases 3% per year).

(a) For example, if a division entered into a 10 year lease with scheduled monthly
payments of $1,000 for years 1 – 5 and scheduled monthly payments of $2,000 for
years 6 – 10, monthly rent expense of $1,500 should be recorded (60 months x
$1,000 + 60 months x $2,000 divided by 120 months).

ii) Rent increases linked to an index (i.e. CPI or other inflationary index) are not to be straight-
lined over the life of the lease and are to be expensed as incurred.

iii) Refer to Liabilities section 8 in this policy regarding the accounting for contract termination
costs (leases, etc.).

7) RENT HOLIDAYS

a) A lease may contain a period of time during which the lessee has the right to occupy the space
but pays no rent or a reduced rate of rent.

b) Rent expense should be recognized straight-line over the lease term, including any rent holiday
period.

i) For example, a lessee has a 120 month lease for $10,000 per month. As an incentive to sign
the lease agreement, the first 6 of those months are rent free. The lessee should recognize
rent expense of $9,500 per month ($10,000* 114 months/120month lease term) for 120
months, which is on a straight-line basis.

8) LANDLORD/TENANT INCENTIVES

a) A lease agreement may contain landlord/tenant incentives whereby the landlord would pay the
lessee an amount that is intended to reimburse the lessee for the cost, or portion of the cost, of
leasehold improvements.
Reference: 14.0 Effective Date: Immediately Page 92 of 112
Accounting For Leases
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b) The accounting for landlord/tenant incentives is as follows:

i) Improvements made by a lessee that are funded by the lessor are to be recorded by the
lessee as leasehold improvements and amortized over the shorter of the economic useful life
of the leasehold improvement or the lease term;
ii) Funds received are to be recorded as a deferred rent liability and amortized as a reduction to
rent expense over the lease term (they should not be netted against the leasehold
improvements).

(a) For example, a lessee enters in to an operating lease in which the landlord offers an
incentive allowance towards the cost of the lessee making leasehold improvements.
The leasehold improvements cost $1 million, and the incentive allowance totals
$500,000. The $500,000 allowance should be reported by the lessee as a liability
and amortized straight line over the lease term as a reduction of rent expense. The
depreciation of the leasehold improvements should be based on the $1 million of
leasehold improvements.

9) DETERMINING LEASE TERM

a) One of the more critical factors in determining the appropriate accounting for a lease (i.e. capital
versus operating) is to determine the term of a lease. ASC 840-10-20 provides guidance in
determining the fixed noncancelable term of a lease. Some of the factors that need to be
considered include:

i) If the lease contains a bargain renewal option which allows the lessee to rent the property for
an amount that is lower than the expected rental for an equivalent property;
ii) An economic detriment may be incurred as a result of the following:

(a) Uniqueness/location of the property;

(b) Availability of comparable replacement property;

(c) Importance or significance of the property to the lessee in operating its business;

(d) Leasehold improvements or other assets may be impaired if lessee vacates or


discontinues use of leased property;

(e) Ability or willingness of lessee to bear the costs related to relocation or replacement.

b) In the factors identified above, the lease term would include the renewal option periods.

c) For accounting purposes, a lease term includes all periods in which a lessee has access to and
control over the leased space, even if those periods precede the fixed non-cancelable term stated
in the lease agreement.

10) DEPRECIATION OF LEASEHOLD IMPROVEMENTS

a) If a division (―lessee‖) has leasehold improvements that are placed into service at the inception of
an operating lease, the lessee is required to depreciate the leasehold improvements over the
shorter of the useful life of the improvements or the term of the lease.

b) If a division (―lessee‖) has leasehold improvements that are acquired and placed into service
significantly after the inception of the lease, the lessee is required to depreciate the leasehold
Reference: 14.0 Effective Date: Immediately Page 93 of 112
Accounting For Leases
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improvements over the shorter of the useful life of the leasehold improvements or a term that
includes required lease period and renewals that are reasonably assured at the date the
leaseholds are acquired.

11) REFERENCES

a) ASC 840, Leases (Financial Accounting Standard No. 13 – Accounting for Leases)

b) ASC 840-10-35, Leases (Emerging Issues Tasks Force No. 05-06 – Determining the Amortization
Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business
Combination)

c) ASC 840-20, Leases (FASB Technical Bulletin No. 88-1 – Issues Relating to Accounting for
Leases)

d) ASC 840-20-25-2, Leases (FASB Technical Bulletin No. 85-3 – Accounting for Operating Leases
with Scheduled Rent Increases)

e) AICPA Technical Practice Aid – Lease Accounting


Reference: 15.0 Effective Date: Immediately Page 94 of 112
Pension and Other Postretirement Benefit Obligations
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PENSION AND OTHER POSTRETIREMENT


BENEFIT OBLIGATIONS
___________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 15.0 Effective Date: Immediately Page 95 of 112
Pension and Other Postretirement Benefit Obligations
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1) OVERVIEW

Dole sponsors a number of defined benefit pension plans covering certain employees worldwide.
Benefits under these plans are generally based on each employee’s eligible compensation and years
of service, except for hourly plans, which are based on negotiated benefits. In addition to pension
plans, the Company has other postretirement benefit (―OPRB‖) plans that provide certain health care
and life insurance benefits for eligible retired employees. Covered employees become eligible for
such benefits if they fulfill established requirements upon reaching retirement age.

For U.S. pension plans, the Company’s general policy is to fund the normal cost plus a 15-year
amortization of the unfunded liability, but not less than minimum legal requirements. Most of the
Company’s international pension plans and all of the OPRB plans are unfunded.

During 2001, the Company’s U.S. salaried pension plans and a portion of its international pension
plans were frozen. Effective January 1, 2002, no new salaried pension benefits will accrue, with the
exception of a transition benefit for long-term employees which may accrue for up to five years.

2) METHODOLOGY

a) Three key amounts are required to be determined for the Company’s pension and other
postretirement benefit plans: (a) the value of assets and liabilities used in the year-end financial
statements; (b) the annual benefit expense reflected in the profit and loss statement, and (c) the
amount of cash required to be contributed to the funded pension plans. The annual benefit
expense is based on the prior year’s financial statement liabilities and assets. Expense is not
changed during the year unless there is a significant event, such as a plan amendment or
curtailment, which requires a new measurement of liabilities.

b) These key amounts are based on (a) the provisions of the benefit plans, (b) the demographics of
the participants covered by the plans, and (c) actuarial assumptions and methods used in the
actual calculations of these amounts.

c) These three items are reviewed each year. Amendments or other changes to plan provisions are
reviewed and any economic impact is reflected in the calculations. A census of participant data is
obtained each year for all plans. Assumptions for the domestic plans are selected and approved
by the Corporate Controller and Corporate CFO in consultation with the Company’s Human
Resource staff. Assumptions for funding purposes for the U.S. plan are selected by the enrolled
actuary. Assumptions for international pension plans are determined by the local divisions in
consultation with their local actuary. Assumptions for both domestic and international plans are
reviewed by the Company’s external actuaries for reasonableness.

d) Calculations are performed and reviewed by qualified actuaries and comply with both generally
accepted accounting principles and applicable legal requirements.

3) MEASUREMENT DATE

a) The measurement date used by the Company to determine the value of its plan assets and
benefit obligations is the last business day of the calendar year.
Reference: 15.0 Effective Date: Immediately Page 96 of 112
Pension and Other Postretirement Benefit Obligations
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4) PROCESS TO DETERMINE KEY ASSUMPTIONS FOR DOMESTIC PLANS

a) Some of the key assumptions used in the employee benefit plan process are discount rates,
expected return of plan assets, mortality rates, salary rate increase and health care cost trend
rates. The specific rates selected are based upon a combination of standard rates and tables and,
where relevant, actual Company historical experience. Assumptions are reviewed by the external
actuaries for reasonableness and for compliance with actuarial guidelines.

b) The discount rate reflects the rate at which Dole’s pension and OPRB obligations could effectively
be settled. The discount rate is based on a review of selected benchmark rates, such as Moody’s
bond indices, and the rate derived from a yield curve based on high quality corporate bonds. The
discount rate is selected as of the measurement date so that the pension and OPRB obligations
at year end accurately reflect current economic trends.

c) The expected return on plan assets reflects the average rate of earnings expected on the assets
invested in the plan to provide for future plan benefits. It is based on historical returns of various
asset classes, expected future long term returns of those classes, expected rate of inflation, and
the asset allocation of plan assets. Absent a fundamental and permanent change in market
condition or asset mix, the Company’s long-term expected return on plan assets should not
fluctuate significantly from year to year.

d) The mortality assumption is based on a standard mortality rate table that reflects recent national
experience. The table is updated periodically, if necessary, to reflect improving longevity

e) Salary assumptions are not applicable to the U.S. plans due to the fact the Company’s U.S.
salaried pension plans were frozen in 2001. A few active participants accrue benefits related to
pay but are covered under a collective bargaining agreement which provides for negotiated
increases in wages. The salary rate increase assumption is based on the pay increases
contained in the collective bargaining agreement.

f) The health care cost trend represents the rate at which the Company expects covered retiree
health care benefits to increase. The rates are based on estimates of future increases in national
healthcare costs and anticipated Dole experience.

5) PROCESS TO DETERMINE KEY ASSUMPTIONS FOR INTERNATIONAL PLANS

a) All of the assumptions are selected by the local divisions in consultation with the local actuary.
The local actuary will have experience and data that are generally relevant to local conditions and
may modify those general assumptions with company specific experience if such experience is
meaningful.

b) Discount rates reflect the interest rate environment for the applicable country and may reflect the
duration of benefits for plans that are significant.

c) Salary rate increases are selected by the local divisions in consultation with management and the
local actuary. The selection is ultimately based on historical salary increases and expected future
salary trends.

d) Demographic assumptions may also reflect the experience of the local workforce to the extent
that there is sufficient data to be statistically sound. Mortality assumptions will generally be based
on national experience.
Reference: 15.0 Effective Date: Immediately Page 97 of 112
Pension and Other Postretirement Benefit Obligations
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6) RECORDING PENSION EXPENSE

a) Domestic Divisions

i) Corporate Accounting and Corporate Human Resources receive total domestic pension
expense amounts directly from the outside actuary. Corporate Accounting allocates pension
expense to the divisions based on predetermined ratios. The division records the entry in
their statutory books. Divisions debit pension expense and credit an accrued liability for their
allocated portion of total pension expense. At the end of the year, the divisions reverse the
liability and transfer the balance to Corporate via an intercompany account.

b) International Plans

i) International pension expense is determined at the divisional level by the division’s respective
actuary. International pension expense is recorded in a similar manner to domestic pension
expense. However, foreign divisions do not transfer the related liability to Corporate at the
end of the year.

c) The following accounts should be used to record pension expense and pension liability (401K and
profit sharing expenses should NOT be booked to accounts below):

i) 552000.553000.5535000 Pension Costs - Corporate Controlled Qualified - This account


should be used to book US dollar Corporate allocated benefit plan expense as defined under
ASC 715, ―Compensation – Nonretirement Postemployment Benefits” (“ASC 715”) and in
accordance with actuarial assumptions. Only divisions (both foreign and domestic) that
receive a transfer of U.S pension expense from Corporate related to Plan 9, Plan 29 and Plan
32 should book expense into this account. The U.S. plans that should be booked into this
account include Plan 9, Plan 29 and Plan 32.
ii) 552000.553000.554000 Pension Costs - Corporate Controlled Non-Qualified - This
account should be used to book US dollar Corporate allocated benefit plan expense as
defined under ASC 715 and in accordance with actuarial assumptions. Only divisions (both
foreign and domestic) that receive a transfer of U.S pension expense from Corporate related
to Plan 98 and the ERISA Excess Plan should book expense into this account. The U.S.
plans that should be booked into this account include Plan 98 and the ERISA Excess Plan.
iii) 552000.555000.555500 Pension Costs - Local Controlled Qualified - This account should
not be used as all pension expense will be booked in the Corporate Controlled accounts or
the Local Controlled Non-Qualified account.
iv) 552000.555000.556000 Pension Costs - Local Controlled Non-Qualified - This account
should be used to book Divisional benefit plan expense as defined under ASC 715 and in
accordance with actuarial assumptions. Foreign benefit plans that are valued under ASC 715
by local actuaries (Hewitt, Mercer, PricewaterhouseCoopers, etc.) should book expense into
this account. Other domestic and foreign plans that are pension related but not valued under
ASC 715 (such as social security programs, multiemployer pension plan, union related costs
and/or mandatory government retirement plan contributions) should also be booked into this
account.
v) 561000 Postretirement Benefit Costs - Costs incurred for postretirement health care and
other benefits for retired employees (including medical and life insurance costs). The cost is
calculated in accordance with ASC 715-60. Other domestic and foreign plans that have
related postretirement benefit costs but are not valued under ASC 715-60 (such as social
security programs, union related payments and/or mandatory government retirement plan
contributions) should also be booked into this account.
vi) Pension Liability (Short Term) - #327000
vii) Pension Liability (Long-Term) - #374000
viii) Postretirement Liability (Short-Term) - #334000
ix) Postretirement Liability (Long-Term) - #375000
Reference: 15.0 Effective Date: Immediately Page 98 of 112
Pension and Other Postretirement Benefit Obligations
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7) REFERENCES

a) ASC 715, Compensation – Nonretirement Postemployment Benefits


(Financial Accounting Standard No. 87 – Employers’ Accounting for Pensions)
(Financial Accounting Standard No. 158 – Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88,
106 and 132R)

b) ASC 715-20-50, Compensation – Nonretirement Postemployment Benefits (Financial Accounting


Standard No. 132R – Employers’ Disclosures about Pension and Other Postretirement Benefits)

c) ASC 715-30-15, Compensation – Nonretirement Postemployment Benefits (Financial Accounting


Standard No. 88 – Employers’ Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans for the Termination Benefits)

d) ASC 715-60, Compensation – Nonretirement Postemployment Benefits (Financial Accounting


Standard No. 106 – Employers’ Accounting for Postretirement Benefits Other than Pensions)
Reference: 16.0 Effective Date: Immediately Page 99 of 112
Accounting for Guarantees
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ACCOUNTING FOR GUARANTEES


__________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 16.0 Effective Date: Immediately Page 100 of 112
Accounting for Guarantees
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1) OVERVIEW

a) As part of the Company’s business activities, it is a guarantor of indebtedness of some of its key
fruit suppliers and other entities integral to its operations. In addition, the Company and its
subsidiaries provide guarantees to various regulatory authorities in order to comply with foreign
regulations. The Company also provides various guarantees to support the borrowings, leases
and other obligations of its subsidiaries.

2) TYPES OF GUARANTEES

a) One type of guarantee is one that is contingent upon a change in a specified interest rate,
security or commodity price, foreign currency exchange rate, index of prices or any other variable.
The occurrence or non-occurrence of a specified event also may be a factor. Examples of this
type of guarantee are:

i) Financial standby letter of credit


ii) Market value guarantee of an asset (financial or non financial)
iii) Guarantee of the guaranteed party’s common stock
iv) Guarantee of a special-purpose entity’s assets’ scheduled cash flows

b) Another type of guarantee is a performance guarantee. These involve the guarantor making
payments to the guaranteed party based another entity’s failure to perform. Examples include a
performance standby letter of credit.

c) Another type of guarantee is a residual value guarantee. A lessor may obtain a residual value
guarantee from the lessee, from an independent third party, or from both. In some lease
arrangements, the lessee may be required to guarantee the residual value of the leased property
and provide a third party guarantee of the residual value. Alternatively, some leases require the
lessee to reimburse the lessor for the cost of obtaining a third party guarantee of the residual
value.

d) Guarantees also include indemnification agreements which contingently require the guarantor to
make payments to the indemnified party for such items as an adverse judgment in a lawsuit or
additional taxes as a result of a change in tax law.

e) The final type of guarantee is an indirect guarantee of indebtedness of others. Examples include
agreements to advance funds if a second entity’s net income, coverage of fixed charges or
working capital falls below a minimum threshold.

3) ACCOUNTING FOR GUARANTEES

a) At the inception of a new guarantee, the guarantor is required to recognize a liability equal to the
fair value of the guarantee. The fair value of the guarantee is generally determined by calculating
a probability weighted average present value of expected cash flows. Subsequently, the liability is
reduced ratably over the term of the guarantee.

b) The offsetting entry depends upon the specific facts and circumstances.

c) If the guarantee was issued in a stand-alone transaction for a premium then the offset would be
cash or accounts receivable.
d) If the guarantee was issued in conjunction with the sale of assets, product or a business then the
proceeds (cash or receivables) would be allocated between consideration remitted to guarantor
and proceeds from the sale.
Reference: 16.0 Effective Date: Immediately Page 101 of 112
Accounting for Guarantees
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e) If the guarantee was issued in conjunction with formation of business accounted for under the
equity method then the offset would be to the investment.

f) If a residual value is provided by a lessee/guarantor when entering into an operating lease, then
the offset is recorded to prepaid rent.

g) If the guarantee was issued to an unrelated party for no consideration and there are no other
transactions, then the offset is to expense.

h) Consultation with the Corporate Controller’s Organization is required when accounting for
guarantees.

i) The following is an example of adjusting a guarantee subsequent to the initial issuance of a


guarantee:

i) Company A enters into a lease agreement on December 31, 2005 to lease equipment used
in its operations. The lease is accounted for as an operating lease, and expires on December
31, 2010. As noted in the lease agreement, Company A has agreed to pay any deficiency
between the sales proceeds of the equipment at the end of the lease term and $1,000,000
(this is considered to be a residual value guarantee).

ii) At the inception of the lease, Company A estimates that there is a 75% probability that the
equipment will be sold for $1,000,000 at the end of the lease term and a 25% probability that
the equipment will be sold for $800,000 based upon current market data. Accordingly, on
December 31, 2005, Company A would record the following entries which represent the fair
value of the residual value guarantee included in the lease:

Dr. Prepaid Rent $25,000


Cr. Lease Liability ($25,000 = ((1,000,000-800,000) * 25%) $25,000
(To record the residual value guarantee)

(Note: To simplify the example, the value of the guarantee has not been discounted. Under
ASC 460-10, “Guarantees”, the lease liability should be discounted to reflect the present
value of the guarantee)

iii) On December 31, 2006, the Company would re-evaluate the residual value guarantee (this
should be done at the end of each reporting period) and would amortize the prepaid rent over
the lease term. On December 31, 2006, Company A determines that there is a 90% chance
that the value of the equipment at the end of the lease would be $1,000,000 and a 10%
chance that the value of the equipment will be $900,000 at the end of the lease term.
Accordingly, Company A would record the following entries on December 31, 2006:

Dr. Rent Expense $5,000


Cr. Prepaid Rent ($5,000 = 25,000/5) $5,000
(To amortize pre-paid rent over the 5 year lease term)

Dr. Lease Liability ($15,000 = $25,000 – ((1,000,000 – 900,000) * 10%)) $15,000


Cr. Prepaid Rent $15,000
(To adjust the lease liability based upon updated estimates)
Reference: 16.0 Effective Date: Immediately Page 102 of 112
Accounting for Guarantees
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4) REFERENCES

a) ASC 460-10, Guarantees (FASB Interpretation No. 45 – Guarantor’s Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others)

b) ASC 815-10-15, Derivatives and Hedging (Emerging Issues Task Force No. 01-12- The Impact of
the Requirements of FASB Statement No. 133 on Residual Value Guarantees in Connection with
a Lease)
Reference: 17.0 Effective Date: Immediately Page 103 of 112
Accounting for Derivatives
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ACCOUNTING FOR DERIVATIVES


__________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 17.0 Effective Date: Immediately Page 104 of 112
Accounting for Derivatives
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THIS POLICY DISCUSSION PROVIDES ONLY GENERAL ACCOUNTING GUIDELINES FOR


CERTAIN DERIVATIVES COMMONLY EXECUTED BY DOLE. CONSULTATION WITH THE
CORPORATE CONTROLLER’S ORGANIZATION AND THE CORPORATE TREASURY
DEPARTMENT IS REQUIRED WHEN EXECUTING AND ACCOUNTING FOR NEW DERIVATIVES.

1) OVERVIEW

a) During the normal course of business, the Company may be exposed to foreign currency
exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes. As part of its
risk management strategy, the Company uses derivative instruments to hedge certain foreign
currency, bunker fuel and interest rate exposures. The Company’s objective is to offset gains and
losses resulting from these exposures with losses and gains on the derivative contracts used to
hedge them in order to reduce volatility of earnings. The Company does not hold or issue
derivative financial instruments for trading or speculative purposes.

2) ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES


a) ASC Topic 815, “Derivatives and Hedging” (―ASC 815‖), ―Accounting for Derivative and Hedging
Activities, as amended‖), states that derivatives are assets or liabilities and are to be recorded on
the balance sheet at fair value. Fair value is considered to be the liquidation value of the contract.

b) ASC 815 states that an entity may qualify for hedge accounting if specific criteria are met which a
company must formally document at inception of the hedging relationship. The appropriate
documentation must consist of the following:

i) Identification of hedged item


ii) Identification of the hedge instrument
iii) Risk management objective and strategy
iv) Probability of transaction
v) Nature of the risk being hedged
vi) Hedge effectiveness assessment – testing at inception
vii) Hedge effectiveness assessment – retrospective and prospective testing
viii) Measurement of ineffectiveness

c) For those instruments that qualify for hedge accounting as cash flow hedges, any unrealized
gains or losses are included in accumulated other comprehensive income (account #395700
―Unrealized Gain/Loss on Hedges‖), a component of shareholders’ equity, with an offsetting asset
or liability recorded on the balance sheet in other receivables or accrued liabilities.

d) If new contracts are entered into that are appropriately designated and qualify for hedge
accounting treatment under the requirements of ASC 815, any portion of a cash flow hedge that
is deemed to be ineffective is recognized into current period earnings and is recorded consistent
with the underlying in the same income statement line item. When the transaction underlying the
hedge is recognized into earnings, the related other comprehensive income (loss) is reclassified
into current period earnings. The effective portion of the hedge is recorded to the balance sheet
as accumulated other comprehensive income as noted in 2).c).i) above.

e) For contracts that are not designated by Corporate Treasury at inception as effective hedges
under ASC 815, any unrealized gain or loss is to be recorded as a component of cost of products
sold (account #908500 ―Foreign Currency Hedging Unrealized‖). These unrealized gains or
losses should not be reclassified into ending inventory balances and should remain as a
component of cost of products sold.
Reference: 17.0 Effective Date: Immediately Page 105 of 112
Accounting for Derivatives
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f) Realized foreign currency exchange gains and losses associated with hedges are to be recorded
as a component of cost of products sold (account #908400 ―Foreign Currency Hedging Realized‖).

g) Realized gains and losses related to interest rate swaps are recorded as a component of interest
expense in the consolidated statement of income. Note if an interest rate swap is associated with
a debt instrument that is extinguished prior to maturity, any realized gain or loss associated with
the early settlement of the interest rate swap is recorded as a component of other income
(expense).

3) FAIR VALUE MEASUREMENTS

Certain financial instruments are required to be measured at fair value under ASC Topic 820-10,
―Fair Value and Disclosures” (―ASC 820-10‖).

i) Fair value is defined as ―the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.‖ The
transaction to sell the asset or transfer the liability is a hypothetical transaction as of the
measurement date, considered from the perspective of a market participant that holds the
asset or owes the liability. Therefore, the definition focuses on the price that would be
received to sell the asset or paid to transfer the liability (an exit price), not the price that would
be paid to acquire the asset or received to assume the liability (an entry price).

b) For Dole, these instruments consist of hedging instruments, including foreign currency and
bunker fuel hedges, a cross currency swap and an interest rate swap. The Company uses a
―Bloomberg model‖ to determine the mark-to-market (―MTM‖) adjustment associated with these
financial instruments. The MTM adjustment is based on the current notional value of the
instrument and also factors in interest rate yield curves, forward foreign currency exchange rates
and bunker fuel futures.

i) The primary change to the valuation model is that under ASC 820-10 a credit valuation
adjustment must be layered on top of the standard MTM adjustment for all assets and
liabilities. The credit valuation adjustment factors in company specific credit risk as well as
counterparty credit risk.
ii) Additionally, inputs to the valuation technique should take into account assumptions market
participants would use in pricing the derivative, which may include risk adjustments for
uncertainty in the pricing model or inputs.

These adjustments are calculated by Corporate Treasury. If an adjustment to the normal mark-to-
market entry is needed, Corporate Treasury will notify the division of any adjustments that need
to be recorded.

ASC 820-10 credit valuation adjustments related to the cross currency and interest rate swaps
are to be recorded to other income (expense), net and interest expense, respectively.

4) REFERENCES

a) ASC 815, Derivatives and Hedging (Financial Accounting Standard No. 133 – Accounting for
Derivative and Hedging Activities, as amended)

b) ASC 820-10, Fair Value and Disclosures (Financial Accounting Standard No. 157 – Fair Value
Measurements
Reference: 18.0 Effective Date: Immediately Page 106 of 112
Accounting for Business Combinations
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ACCOUNTING FOR BUSINESS COMBINATIONS


__________________________________________

Dole Food Company, Inc.


Corporate Finance Department
One Dole Drive
Westlake Village, CA 91362
Reference: 18.0 Effective Date: Immediately Page 107 of 112
Accounting for Business Combinations
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1) OVERVIEW

a) Business combinations involving unrelated entities (i.e., those not under common control), are
required to be accounted for using the purchase method of accounting. Under this method, the
acquirer records all the acquired assets and assumed liabilities at their fair values (not the
acquired entity’s book values). If the actual cost exceeds the fair values of tangible and
identifiable intangible net assets acquired, this excess is recorded as goodwill.

i) Business combinations occur whenever an acquirer obtains control of one or more


businesses. Control may be obtained in several ways: (1) acquiring greater than 50% interest
of a business, (2) purchasing a group of assets and liabilities that constitute a business, (3)
by means other than acquiring a majority of voting stock (i.e. the acquirer controls the Board),
and (4) without an acquirer (the acquiree repurchases enough of its own shares).

2) MEASURING FAIR VALUE OF THE ACQUIREE

a) Generally, the fair value of the consideration paid is considered to be the most representative of
the fair value of the acquiree when 100% is acquired.

i) A bargain purchase occurs in rare circumstances when the fair value of the consideration
paid is less than the fair value of the business or portion of the business acquired. A bargain
purchase may occur if the acquired entity is purchased in a distress sale, for example.

b) For acquisitions where less than 100% ownership is obtained, the fair value of the acquired entity
may not always be determined by extrapolating the fair value of the consideration paid based on
the percentage acquired. For example, if 80% of an entity is acquired for $80, 100% of the
acquiree’s fair value may not necessarily be $100. This could be due to a premium that the
acquirer paid because it believes it will gain synergies once the entities are combined. In these
cases, other data may need to be considered when calculating the fair value of the business (i.e.
third party valuation reports).

3) DETERMINING FAIR VALUE

a) The purchase method requires that a determination be made of the fair value of each of the
acquired company’s identifiable tangible and intangible assets and each of its liabilities, as of the
date of combination. The list below indicates how this is to be accomplished for various assets
and liabilities:

i) Marketable securities – Fair values for trading and available-for-sale securities are already
reflected in the acquiree’s balance sheet.
ii) Receivables – Present values of amounts to be received determined by using current interest
rates, less allowances for uncollectible accounts and collections costs, if applicable
iii) Inventories
(1) Finished goods – Estimated selling prices less the sum of costs of disposal and a normal
profit
(2) Work in progress – Estimated selling prices less the sum of the costs of completions,
costs of disposal, and a normal profit
(3) Raw materials – Current replacement cost
iv) Property, plant and equipment
(1) If expected to be used in operations – Current replacement costs for similar capacity
unless the expected future use of the assets indicates a lower value to the acquirer
Reference: 18.0 Effective Date: Immediately Page 108 of 112
Accounting for Business Combinations
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(2) If expected to be sold – Fair value less costs to sell


v) Identifiable intangible assets and other assets (such as land, natural resources and
nonmarketable securities) – Appraised fair value
(1) Acquired intangible assets are separately recognized if the benefit conferred is obtained
though contractual or other legal rights, or if the intangible asset can be sold, transferred,
licensed, rented or exchanged, regardless of the acquirer’s intent to do so.
(2) Intangible assets include consumer- or market-based assets (customer lists, newspaper
mastheads, and trademarked brand names); contract-based assets (covenants not to
compete, broadcast rights); artistic-based assets (plays, other literary works, musical
compositions); and technology-based assets (databases, computer software).
(3) In-process research and development should be capitalized at fair value.
vi) Liabilities (such as notes and accounts payable, long-term debt, warranties, claims payable)
– Present value of amounts to be paid determined at appropriate current interest rates.
vii) Defined benefit pension and postretirement plans – Liabilities for a projected benefit
obligation (―PBO‖) in excess of the fair value of plan assets (or, conversely, assets
representing the fair value the plan assets in excess of the PBO) are to be determined
pursuant to ASC Topic 715, “Compensation – Retirement Benefits” (―ASC 715‖) for pensions
benefits and ASC 715-60 for non-pension post retirement benefits.

Note: ASC Topic 820-10, “Fair Value Measurement and Disclosures” (“ASC 820-10”) provides
guidance on the criteria to be employed in determining fair values in a variety of applications,
including business combinations.

4) ASSETS ACQUIRED AND LIABILITIES ASSUMED

a) A division is to record 100% of fair value of the net assets even if less than 100% is acquired. The
noncontrolling interests share of the fair value of the assets is also recorded, including its share of
the goodwill. For example, if the fair value of the acquired business’s net assets was $100 and
the acquirer purchased 80% of it, the acquirer will consolidate $100 worth of net assets in its
financial statements. The fair value of the minority share should be evaluated under the fair value
provisions of ASC 820-10.

i) The acquirer shall recognize goodwill as of the acquisition date, measured as the excess of
the fair value of the acquiree over the fair value of assets acquired and liabilities assumed.
Goodwill will represent goodwill of the entire acquired entity. If less than 100% of a business
is acquired, a portion of the goodwill will be attributable to the noncontrolling interest.

(1) Goodwill allocated to the controlling interest is measured as the excess of the fair value
of controlling interest’s portion of the business acquired over the controlling interest’s
percentage share of the fair value of net assets acquired.

(2) Goodwill allocated to the noncontrolling interests is measured as the difference between
all the goodwill of the acquired business and the goodwill allocated to the controlling
interest.

ii) If the fair value of the consideration is less than the fair value of the business, goodwill is first
reduced by the amount of the excess (if applicable). If goodwill is reduced to zero, any further
excess is recorded as a gain in the income statement as of the acquisition date.

b) The acquirer in a business combination achieved in stages (sometimes referred to as a step


acquisition) should recognize the identifiable assets and liabilities, as well as the noncontrolling
interest in the acquiree, at the full amounts of their fair values. In a business combination
Reference: 18.0 Effective Date: Immediately Page 109 of 112
Accounting for Business Combinations
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achieved in stages, the acquirer shall remeasure its previously held equity interest in the acquiree
at its acquisition-date fair value and recognize the resulting gain or loss, if any, in earnings.
Reference: 18.0 Effective Date: Immediately Page 110 of 112
Accounting for Business Combinations
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5) ACQUISITION COSTS

a) Acquisition related costs of the acquirer are to be accounted for separately from the business
combination and are to be expensed as incurred. Acquisition costs are NOT to be capitalized as
part of the business combination.

(1) Examples include investment banking fees, legal fees, accounting fees, valuation fees,
and other processional or consulting services or fees.

b) Payments made to the acquiree’s employees or former owners for past services or payments
made to settle certain preexisting relationships should also be expensed as incurred.

6) RESTRUCTURING COSTS
a) Restructuring costs generally will not be included in the business combination accounting and
recorded as a liability on the acquisition date unless the costs meet the recognition criteria in ASC
Topic 420-10, “Exit and Disposal Obligations” (―ASC 4210-10‖) as of the acquisition date. For
example, costs an acquirer expects to incur in the future relating to the plans to exit an activity,
involuntarily terminate employees, or relocate employees of an acquiree will not be assumed
liabilities of the acquiree. However, if the acquiree had plans in place to exit an activity,
involuntarily terminate employees, or relocate employees, such amounts will be considered
liabilities assumed if the criteria in ASC 420-10 are met.

7) CONTINGENT CONSIDERATION

a) Contingent consideration represents obligations of the acquirer to transfer additional assets (i.e.
cash) or equity interest if specified future events occur or conditions are met. The fair value of all
contingent consideration is to be recorded in the financial statements on the acquisition date.
Depending on the nature of the contingent consideration (whether it is a liability or equity), it will
be remeasured to fair value at the end of each reporting period until settlement.

i) Contingent consideration that is classified as a liability is to be remeasured to fair value


subsequent to the acquisition date through the income statement.
ii) Contingent consideration classified as equity will not be remeasured. Additionally, if the target
is not met, the amount recorded in equity for the contingent consideration would not be
reversed.

8) CONTINGENCIES

a) Contractual Contingencies – The acquirer shall recognize as of the acquisition date all of the
assets acquired and liabilities assumed that arise from contingencies related to contracts
measured at their acquisition-date fair values. The guidance in ASC Topic 450, “Liabilities” (―ASC
450‖) does not apply in determining which assets or liabilities arising from contingencies to
recognize as of the acquisition date.

b) Noncontractual contingencies – Noncontractual contingent assets and liabilities that exist at the
acquisition date are to be recorded at estimated fair value if it is more likely than not that they
meet the definition of an asset or a liability. If that criterion is not met at the acquisition date, the
acquirer instead accounts for a noncontractual contingency in accordance with other applicable
generally accepted accounting principles, as appropriate. The guidance in ASC 450 does not
Reference: 18.0 Effective Date: Immediately Page 111 of 112
Accounting for Business Combinations
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apply in determining which assets or liabilities arising from contingencies to recognize as of the
acquisition date

c) Subsequent Measurement

i) A liability shall be measured at the higher of its acquisition-date fair value or the amount that
would be recognized if applying ASC 450.
ii) An asset shall be measured at the lower of its acquisition-date fair value or the best estimate
of its future settlement amount.

d) The acquirer shall derecognize an asset or a liability arising from a contingency only when the
contingency is resolved, for example, when the acquirer collects the asset, sells it, or otherwise
loses the right to it or when the acquirer settles the liability, or its obligation to settle it is cancelled
or expires.

9) REFERENCES

a) ASC 420-10, Exit and Disposal Obligations, (Financial Accounting Standard No.146 – Accounting
for Costs Associated with Exit or Disposal Activities)

b) ASC 450, Contingencies ( Financial Accounting Standard No.5 – Accounting for Contingencies)

c) ASC 715, Compensation – Retirement Benefits ( Financial Accounting Standard No.87 –


Employers’ Accounting for Pensions)

d) ASC 715-30-15, Compensation – Nonretirement Postemployment Benefits (Financial Accounting


Standard No. 88 – Employers’ Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans for the Termination Benefits)

e) ASC 715-60. Compensation – Retirement Benefits ( Financial Accounting Standard No.106 –


Employers' Accounting for Postretirement Benefits Other Than Pensions)

f) ASC 805, Business Combinations (Financial Accounting Standard No. 141(R) – Business
Combinations)

g) ASC 820-10 (Financial Accounting Standard No. 157 – Fair Value Measurements)
Page 112 of 112
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Topic Index
ABANDONED ASSETS .................................................. 55 INSURANCE RECOVERIES ......................................... 33
ABNORMAL COSTS ...................................................... 42 INTANGIBLE ASSETS .................................................. 61
ACCOUNTING CALENDAR ......................................... 15 INTERCOMPANY ADVANCES.................................... 87
ADVERTISING EXPENSES ........................................... 82 INTERCOMPANY PROFIT ........................................... 42
ALLOWANCES FOR DOUBTFUL ACCOUNTS .......... 32 INVENTORY .................................................................. 38
AMORTIZATION ............................................................ 61 INVENTORY EXCHANGES.......................................... 42
ASSET RETIREMENT OBLIGATIONS ........................ 57 INVESTMENTS IN UNCONSOLIDATED ENTITIES . 21
ASSETS HELD-FOR-SALE ............................................ 56 LAND DEVELOPMENT COSTS ............................. 40, 41
BAD DEBT EXPENSE .............................................. 32, 83 LAND LEASES ............................................................... 90
BASIC ACCRUALS ........................................................ 65 LANDLORD/TENANT INCENTIVES........................... 91
BUSINESS COMBINATIONS ...................................... 107 LEASE TERM ................................................................. 92
CAPITAL LEASES .......................................................... 90 LEASEHOLD IMPROVEMENTS .................................. 92
CAPITALIZATION VS. EXPENSING OF PP&E .......... 54 LITIGATION ACCRUALS ............................................. 66
CAPITALIZED INTEREST ............................................. 52 LOWER OF COST OR MARKET ............................ 39, 41
CASH AND CASH EQUIVALENTS .............................. 29 MARKETABLE SECURITIES ....................................... 49
CASH OVERDRAFTS..................................................... 30 MARKETING EXPENSES ............................................. 81
CHART OF ACCOUNTS ................................................ 17 NONCONTROLLING INTERESTS ............................... 23
COMPLEX ACCRUALS ................................................. 65 NON-CURRENT LIABILITIES...................................... 67
COMPUTER SOFTWARE .............................................. 54 OPERATING LEASES.............................................. 90, 91
CONSIDERATION GIVEN BY A SUPPLIER TO THE PENSION EXPENSE ...................................................... 97
COMPANY .................................................................. 75 PENSION PLANS ........................................................... 95
CONSIDERATION GIVEN BY THE COMPANY TO PLANNED MAINTENANCE ......................................... 57
RETAILERS ................................................................ 74 PRODUCT COSTS .......................................................... 77
CONSTRUCTION IN PROGRESS ................................. 52 PROPERTY, PLANT AND EQUIPMENT ..................... 52
CONTINGENCIES .................................................. 67, 110 PURCHASE ACCOUNTING .................................... 58, 61
COST METHOD ........................................................ 22, 25 REBATES AND OTHER INCENTIVES ........................ 75
CROP GROWING COSTS .............................................. 40 RECURRING GROWING COSTS ........................... 40, 41
CURRENT LIABILITIES ................................................ 66 RELATED PARTY TRANSACTIONS .......................... 32
DEPRECIATION ....................................................... 53, 92 REMEASUREMENT ...................................................... 86
DERIVATIVES .............................................................. 104 RENT HOLIDAYS .......................................................... 91
DISTRIBUTION COSTS ................................................. 77 RESEARCH AND DEVELOPMENT COSTS ................ 78
EQUITY METHOD ................................................... 21, 25 RESTRICTED CASH ...................................................... 29
FAIR VALUE MEASUREMENTS ............................... 105 RESTRUCTURING COSTS ................................... 67, 110
FOREIGN CURRENCY AND FUEL HEDGE REVENUE RECOGNITION ........................................... 72
GAINS/LOSSES .......................................................... 43 SALE LEASEBACK ....................................................... 57
FOREIGN CURRENCY TRANSLATION ...................... 87 SELF-INSURANCE RESERVES.................................... 69
FUNCTIONAL CURRENCY .......................................... 86 SELLING EXPENSES .................................................... 81
GAIN/LOSS ON SALE OF ASSETS............................... 54 SERVICE REVENUE...................................................... 73
GENERAL AND ADMINISTRATIVE EXPENSES ....... 82 SHIPPING COSTS .......................................................... 77
GOODWILL ..................................................................... 61 SPARE PARTS INVENTORY ........................................ 41
GROWER LOANS AND ADVANCES ........................... 36 START UP COSTS.......................................................... 78
GUARANTEES .............................................................. 100 TRADE AND NOTES RECEIVABLE ........................... 32
IMPAIRMENT ........................................................... 55, 62 VARIABLE INTEREST ENTITIES................................ 22

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