##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

|                                                  |  |                                                                                                 
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|(Mark One)                                        |  |                                                                                                 
|                                                 
|þ                                                 |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                 
|For the quarterly period ended March 27,
    2004
|                                                 
|or                                               
|                                                 
|o                                                 |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
    from           to  

Commission File Number 1-4455

Dole Food Company, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                                                |  |                                         
|--------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                                                                        |  | 99-0035300                              
|(State or other jurisdiction of
    incorporation or organization)                                              |  | (I.R.S. Employer
    Identification No.)
|One Dole Drive
    Westlake Village, California 91362
    (Address of principal executive offices and zip code)

Registrants telephone number, including
area code: (818) 879-6600

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes þ          No o

Indicate the number of shares outstanding of each
of the issuers classes of common stock, as of the latest
practicable date.

|                               |  |                                  
|------------------------------ |  | ---------------------------------
|Class                          |  | Shares Outstanding at May 3, 2004
|Common Stock, $0.001 Par Value |  | 1,000                            



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---










DOLE FOOD COMPANY, INC.

INDEX

|                                   |         |                                                                                                                                          |                                                                                           |        |    |    | 
|---------------------------------- | ------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------ | -- | -- | 
|                                   |         |                                                                                                                                          |                                                                                           | Page  
|                                   |         |                                                                                                                                          |                                                                                           | Number
|                                   |         |                                                                                                                                          |                                                                                           |       
|PART I   Financial
    Information |         |                                                                                                                                          |                                                                                           |       
|                                   | Item 1. |                                                                                                                                          | Financial Statements                                                                      |        |    |    | 
|                                   |         | Condensed Consolidated
    Statements of Operations  Quarters Ended
    March 27, 2004 (Successor) and March 22, 2003
    (Predecessor) |                                                                                           |        | 3  |   
|                                   |         | Condensed Consolidated
    Balance Sheets  March 27, 2004 (Successor) and
    January 3, 2004 (Successor)                               |                                                                                           |        | 4  |   
|                                   |         | Condensed Consolidated
    Statements of Cash Flows  Quarters Ended
    March 27, 2004 (Successor) and March 22, 2003
    (Predecessor) |                                                                                           |        | 5  |   
|                                   |         | Notes to Condensed
    Consolidated Financial Statements                                                                                 |                                                                                           |        | 6  |   
|                                   | Item 2. |                                                                                                                                          | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |        |    | 21 | 
|                                   | Item 3. |                                                                                                                                          | Quantitative and Qualitative Disclosures About
    Market Risk                            |        |    | 28 | 
|                                   | Item 4. |                                                                                                                                          | Controls and Procedures                                                                   |        |    | 28 | 
|PART
    II  Other Information     |         |                                                                                                                                          |                                                                                           |       
|                                   | Item 1. |                                                                                                                                          | Legal Proceedings                                                                         |        |    | 28 | 
|                                   | Item 6. |                                                                                                                                          | Exhibits and Reports on Form 8-K                                                          |        |    | 30 | 
|                                   |         | Signatures                                                                                                                               |                                                                                           |        | 31 |   
|                                   |         | Exhibit Index                                                                                                                            |                                                                                           |        | 32 |   
|                                   |         | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002              |                                                                                           |        |    |   
|                                   |         | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 |                                                                                           |        |    |   
|                                   |         | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002              |                                                                                           |        |    |   
|                                   |         | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 |                                                                                           |        |    |   
|Exhibit 10.9                      
|EXHIBIT 31.1                      
|EXHIBIT 31.2                      
|EXHIBIT 32.1                      
|EXHIBIT 32.2                      



On March 28, 2003, Dole Food Company, Inc.
and its consolidated subsidiaries (the Company)
completed the going-private merger transaction with DHM Holding
Company, Inc. (HoldCo) described in Note 1 to the
Condensed Consolidated Financial Statements. As a result of this
transaction, the Companys results of operations, financial
position and cash flows prior to the date of the going-private
merger transaction are presented as the Predecessor.
The going-private merger transaction and the Companys
results of operations, financial position and cash flows
thereafter are presented as the Successor.

2



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##### Table of Contents






PART I.

FINANCIAL INFORMATION





ITEM 1.     FINANCIAL
STATEMENTS

DOLE FOOD COMPANY, INC.





CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands)


|                                                               |                            |               |           |             |  |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | --------- | ----------- |  | - | --------- | ------- | 
|                                                               |                            |              
|                                                               |                            | Quarter Ended
|                                                               |                            |              
|                                                               |                            | March 27,     |           | March 22,  
|                                                               |                            | 2004          |           | 2003       
|                                                               |                            |               |           |            
|                                                               |                            | Successor     |           | Predecessor
|                                                               |                            |               |           |            
|Revenues, net                                                  |                            | $             | 1,254,584 |             |  | $ | 1,073,170 |        
|Cost of products sold                                          |                            |               | 1,051,678 |             |  |   | 895,039   |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Gross margin               |               |           | 202,906     |  |   |           | 178,131 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 95,418    |             |  |   | 89,341    |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Operating income           |               |           | 107,488     |  |   |           | 88,790  | 
|Other income (expense), net                                    |                            |               | 338       |             |  |   | 2,045     |        
|Interest income                                                |                            |               | 922       |             |  |   | 2,700     |        
|Interest expense                                               |                            |               | 34,741    |             |  |   | 19,647    |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Income before income taxes |               |           | 74,007      |  |   |           | 73,888  | 
|Income taxes                                                   |                            |               | 13,173    |             |  |   | 13,100    |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Net income                 |               | $         | 60,834      |  |   | $         | 60,788  | 
|                                                               |                            |               |           |             |  |   |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

3



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED BALANCE
SHEETS


(Unaudited)


(In thousands, except share data)


|                                                                                            |                                                                                      |                                                |           |            |           |  |           |         |           | 
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ---------------------------------------------- | --------- | ---------- | --------- |  | --------- | ------- | --------- | 
|                                                                                            |                                                                                      | March 27,                                      |           | January 3,
|                                                                                            |                                                                                      | 2004                                           |           | 2004      
|                                                                                            |                                                                                      |                                                |           |           
|                                                                                            |                                                                                      | Successor                                      |           | Successor 
|                                                                                            |                                                                                      |                                                |           |           
|ASSETS                                                                                      |                                                                                      |                                                |           |            |           |  |           |        
|Current Assets:                                                                             |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Cash and cash equivalents                                                            |                                                | $         | 38,071     |           |  | $         | 33,482  |          
|                                                                                            | Receivables, net of allowances of $66,499 and
    $70,596                            |                                                |           | 653,886    |           |  |           | 560,249 |          
|                                                                                            | Inventories                                                                          |                                                |           | 416,676    |           |  |           | 409,805 |          
|                                                                                            | Prepaid expenses                                                                     |                                                |           | 51,420     |           |  |           | 54,562  |          
|                                                                                            | Deferred income tax assets                                                           |                                                |           | 47,785     |           |  |           | 48,075  |          
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total current assets                           |           |            | 1,207,838 |  |           |         | 1,106,173 | 
|Investments                                                                                 |                                                                                      |                                                | 82,595    |            |           |  | 83,059    |        
|Property, plant and equipment, net of accumulated
    depreciation of $429,466 and $393,965 |                                                                                      |                                                | 1,457,061 |            |           |  | 1,469,879 |        
|Goodwill and intangible assets, net                                                         |                                                                                      |                                                | 1,183,887 |            |           |  | 1,186,426 |        
|Other assets, net                                                                           |                                                                                      |                                                | 131,268   |            |           |  | 142,347   |        
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total assets                                   |           | $          | 4,062,649 |  |           | $       | 3,987,884 | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                                    |                                                                                      |                                                |           |            |           |  |           |        
|Current Liabilities:                                                                        |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Accounts payable and accrued liabilities                                             |                                                | $         | 729,951    |           |  | $         | 779,242 |          
|                                                                                            | Current portion of long-term debt                                                    |                                                |           | 45,552     |           |  |           | 45,627  |          
|                                                                                            | Notes payable                                                                        |                                                |           | 2,555      |           |  |           | 1,948   |          
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total current liabilities                      |           |            | 778,058   |  |           |         | 826,817   | 
|Long-term debt                                                                              |                                                                                      |                                                | 1,867,604 |            |           |  | 1,803,525 |        
|Deferred income tax liabilities                                                             |                                                                                      |                                                | 434,402   |            |           |  | 451,431   |        
|Other long-term liabilities                                                                 |                                                                                      |                                                | 449,579   |            |           |  | 422,924   |        
|Minority interests                                                                          |                                                                                      |                                                | 27,715    |            |           |  | 26,759    |        
|Contingencies (Note 10)                                                                     |                                                                                      |                                                |           |            |           |  |           |        
|Shareholders equity:                                                                       |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Common stock  $0.001 par value; 1,000
    shares authorized, issued and outstanding |                                                |           |           |           |  |           |        |          
|                                                                                            | Additional paid-in capital                                                           |                                                |           | 340,032    |           |  |           | 340,032 |          
|                                                                                            | Retained earnings                                                                    |                                                |           | 168,867    |           |  |           | 118,033 |          
|                                                                                            | Accumulated other comprehensive loss                                                 |                                                |           | (3,608     | )         |  |           | (1,637  | )        
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total shareholders equity                     |           |            | 505,291   |  |           |         | 456,428   | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total liabilities and shareholders
    equity |           | $          | 4,062,649 |  |           | $       | 3,987,884 | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

4



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(Unaudited)


(In thousands)


|                                                                                                 |                                                            |           |          |             |   |   |         |         |  
|------------------------------------------------------------------------------------------------ | ---------------------------------------------------------- | --------- | -------- | ----------- | - | - | ------- | ------- | -
|                                                                                                 |                                                            | Quarter   |          | Quarter    
|                                                                                                 |                                                            | Ended     |          | Ended      
|                                                                                                 |                                                            | March 27, |          | March 22,  
|                                                                                                 |                                                            | 2004      |          | 2003       
|                                                                                                 |                                                            |           |          |            
|                                                                                                 |                                                            | Successor |          | Predecessor
|                                                                                                 |                                                            |           |          |            
|Operating activities                                                                             |                                                            |           |          |             |   |   |         |        
|Net income                                                                                       |                                                            | $         | 60,834   |             |   | $ | 60,788  |        
|Adjustments to reconcile net income to cash flow
    provided by (used in) operating activities: |                                                            |           |          |             |   |   |         |        
|                                                                                                 | Depreciation and amortization                              |           |          | 32,358      |   |   |         | 25,051  |  
|                                                                                                 | Asset write-offs and net (gain) loss on sale
    of assets |           |          | (1,883      | ) |   |         | 1,884   |  
|                                                                                                 | Equity earnings                                            |           |          | (1,185      | ) |   |         | (2,922  | )
|                                                                                                 | Provision for deferred income taxes                        |           |          | 7,094       |   |   |         | 2,201   |  
|                                                                                                 | Amortization of debt issuance costs                        |           |          | 2,091       |   |   |         | 244     |  
|                                                                                                 | Other                                                      |           |          | 1,647       |   |   |         | 2,616   |  
|Changes in operating assets and liabilities, net
    of effects from non-cash transactions:      |                                                            |           |          |             |   |   |         |        
|                                                                                                 | Receivables                                                |           |          | (105,947    | ) |   |         | (78,749 | )
|                                                                                                 | Inventories                                                |           |          | (6,781      | ) |   |         | (6,195  | )
|                                                                                                 | Prepaid expenses and other assets                          |           |          | (649        | ) |   |         | (5,254  | )
|                                                                                                 | Accounts payable and accrued liabilities                   |           |          | (23,750     | ) |   |         | 5,253   |  
|                                                                                                 | Other long-term liabilities                                |           |          | 3,984       |   |   |         | (3,104  | )
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Cash flow provided by (used in) operating
    activities                                         |                                                            |           | (32,187  | )           |   |   | 1,813   |        
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Investing activities                                                                             |                                                            |           |          |             |   |   |         |        
|Proceeds from sales of assets                                                                    |                                                            |           | 2,795    |             |   |   | 1,743   |        
|Investments and acquisitions                                                                     |                                                            |           | (2,931   | )           |   |   |        |        
|Capital additions                                                                                |                                                            |           | (12,286  | )           |   |   | (4,235  | )      
|Repurchase of common stock in the going-private
    merger transaction                           |                                                            |           | (1,300   | )           |   |   |        |        
|Transaction costs paid in the going-private
    merger transaction                               |                                                            |           | (226     | )           |   |   |        |        
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Cash flow used in investing activities                                                           |                                                            |           | (13,948  | )           |   |   | (2,492  | )      
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Financing activities                                                                             |                                                            |           |          |             |   |   |         |        
|Short-term debt borrowings                                                                       |                                                            |           | 2,375    |             |   |   | 7,936   |        
|Short-term debt repayments                                                                       |                                                            |           | (1,781   | )           |   |   | (6,834  | )      
|Long-term debt borrowings                                                                        |                                                            |           | 166,360  |             |   |   | 5,034   |        
|Long-term debt repayments                                                                        |                                                            |           | (103,925 | )           |   |   | (6,777  | )      
|Dividends paid to minority shareholders                                                          |                                                            |           | (352     | )           |   |   |        |        
|Dividends paid to Dole Holding Company, LLC                                                      |                                                            |           | (10,000  | )           |   |   |        |        
|Proceeds from issuance of common stock                                                           |                                                            |           |         |             |   |   | 2,768   |        
|Dividends paid to common shareholders                                                            |                                                            |           |         |             |   |   | (8,440  | )      
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Cash flow provided by (used in) financing
    activities                                         |                                                            |           | 52,677   |             |   |   | (6,313  | )      
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Effect of foreign exchange rate changes on cash
    and cash equivalents                         |                                                            |           | (1,953   | )           |   |   | 1,025   |        
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Increase (decrease) in cash and cash
    equivalents                                             |                                                            |           | 4,589    |             |   |   | (5,967  | )      
|Cash and cash equivalents at beginning of period                                                 |                                                            |           | 33,482   |             |   |   | 646,967 |        
|                                                                                                 |                                                            |           |          |             |   |   |         |        
|Cash and cash equivalents at end of period                                                       |                                                            | $         | 38,071   |             |   | $ | 641,000 |        
|                                                                                                 |                                                            |           |          |             |   |   |         |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

5



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##### Table of Contents






DOLE FOOD COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)




|   |                      
|-- | ---------------------
|1. | BASIS OF PRESENTATION

In the opinion of management, the accompanying
unaudited condensed consolidated financial statements of Dole
Food Company, Inc. and its consolidated subsidiaries
(Dole or the Company) include all
adjustments necessary, which are of a normal recurring nature,
to present fairly the Companys financial position as of
March 27, 2004 and January 3, 2004; its results of
operations for the quarters ended March 27, 2004 and
March 22, 2003; and its cash flows for the quarters ended
March 27, 2004 and March 22, 2003. The Company
operates under a 52/53-week year. The quarters ended
March 27, 2004 and March 22, 2003 are twelve weeks in
duration. For a summary of significant accounting policies used
in the preparation of these financial statements, refer to the
Notes to Consolidated Financial Statements in Item 8 of the
Companys Annual Report on Form 10-K
(Form 10-K) for the year ended January 3,
2004.

On March 28, 2003, the Company completed the
going-private merger transaction with DHM Holding Company, Inc.
(HoldCo) described in the Companys
Form 10-K for the year ended January 3, 2004. As a
result of this transaction, the Companys results of
operations, financial position and cash flows prior to the date
of the going-private merger transaction are presented as the
Predecessor. The going-private merger transaction
and the Companys results of operations, financial position
and cash flows thereafter are presented as the
Successor.

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed down to the Company. For convenience,
the allocation of the purchase price was done as of
March 23, 2003, the first day of the Companys 2003
second fiscal quarter.

Interim results are subject to seasonal
variations and are not necessarily indicative of the results of
operations for a full year. The Companys operations are
sensitive to a number of factors including weather-related
phenomena and their effects on industry volumes, prices, product
quality and costs. Operations are also sensitive to fluctuations
in currency exchange rates in both sourcing and selling
locations as well as economic crises and security risks in
developing countries. For additional information on market risks
and related matters affecting the Companys financial
position and results of operations, refer to Items 1, 7 and
7A of the Companys Form 10-K for the year ended
January 3, 2004.

Certain prior year amounts have been reclassified
to conform with the 2004 presentation.



|   |             
|-- | ------------
|2. | INCOME TAXES

As a result of the consummation of the
going-private merger transaction described in Note 1, income tax
expense for the quarter ended March 22, 2003 was based on
earnings for the period from December 29, 2002 through
March 22, 2003, to reflect the final separate financial
reporting period for the Company in its predecessor form. After
the consummation of the going-private merger transaction, the
results of operations are attributable to the new successor
company.

Income tax expense for the quarter ended
March 27, 2004 of $13.2 million reflects the
Companys expected effective income tax rate of
approximately 18% for the full fiscal year ending
January 1, 2005. The income tax expense of approximately
$13.1 million for the quarter ended March 22, 2003
reflects the Companys effective income tax rate for that
quarter of approximately 18%.

For the periods presented, the Companys
effective income tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower
than the U.S. rate. No U.S. taxes have been provided
on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

6



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |                     
|-- | --------------------
|3. | COMPREHENSIVE INCOME

The components of comprehensive income were as
follows in each quarter (in thousands):

|                                                                        |  |               |        |             |  |   |        |  
|----------------------------------------------------------------------- |  | ------------- | ------ | ----------- |  | - | ------ | -
|                                                                        |  |              
|                                                                        |  | Quarter Ended
|                                                                        |  |              
|                                                                        |  | March 27,     |        | March 22,  
|                                                                        |  | 2004          |        | 2003       
|                                                                        |  |               |        |            
|                                                                        |  |               |        |            
|                                                                        |  | Successor     |        | Predecessor
|                                                                        |  |               |        |            
|Net income                                                              |  | $             | 60,834 |             |  | $ | 60,788 |  
|Unrealized foreign currency translation loss, net                       |  |               | (6,510 | )           |  |   | (195   | )
|Reclassification of realized cash flow hedging
    losses to net income |  |               | 3,784  |             |  |   | 586    |  
|Unrealized net gain on cash flow hedging
    instruments                |  |               | 755    |             |  |   | 3,606  |  
|                                                                        |  |               |        |             |  |   |        |  
|Comprehensive income                                                    |  | $             | 58,863 |             |  | $ | 64,785 |  
|                                                                        |  |               |        |             |  |   |        |  



|   |            
|-- | -----------
|4. | INVENTORIES

The major classes of inventories were as follows
(in thousands):

|                                   |  |           |         |            |  |   |         | 
|---------------------------------- |  | --------- | ------- | ---------- |  | - | ------- | 
|                                   |  | March 27, |         | January 3,
|                                   |  | 2004      |         | 2004      
|                                   |  |           |         |           
|                                   |  | Successor |         | Successor 
|                                   |  |           |         |           
|Finished products                  |  | $         | 192,273 |            |  | $ | 175,049 | 
|Raw materials and work in progress |  |           | 102,220 |            |  |   | 101,621 | 
|Crop-growing costs                 |  |           | 68,976  |            |  |   | 81,106  | 
|Operating supplies and other       |  |           | 53,207  |            |  |   | 52,029  | 
|                                   |  |           |         |            |  |   |         | 
|                                   |  | $         | 416,676 |            |  | $ | 409,805 | 
|                                   |  |           |         |            |  |   |         | 



|   |                               
|-- | ------------------------------
|5. | GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets were as follows
(in thousands):

|                  |  |           |           |            |  |   |           | 
|----------------- |  | --------- | --------- | ---------- |  | - | --------- | 
|                  |  | March 27, |           | January 3,
|                  |  | 2004      |           | 2004      
|                  |  |           |           |           
|                  |  | Successor |           | Successor 
|                  |  |           |           |           
|Goodwill          |  | $         | 448,751   |            |  | $ | 448,751   | 
|Intangible assets |  |           | 735,136   |            |  |   | 737,675   | 
|                  |  |           |           |            |  |   |           | 
|                  |  | $         | 1,183,887 |            |  | $ | 1,186,426 | 
|                  |  |           |           |            |  |   |           | 

7



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


The goodwill balance at March 27, 2004 and
January 3, 2004 resulted primarily from the going-private
merger transaction (Note 1). Details of the Companys
intangible assets were as follows (in thousands):

|                                                      |                                                          |           |         |            |  |   |         |         | 
|----------------------------------------------------- | -------------------------------------------------------- | --------- | ------- | ---------- |  | - | ------- | ------- | 
|                                                      |                                                          | March 27, |         | January 3,
|                                                      |                                                          | 2004      |         | 2004      
|                                                      |                                                          |           |         |           
|                                                      |                                                          | Successor |         | Successor 
|                                                      |                                                          |           |         |           
|Amortized intangible assets:                          |                                                          |           |         |            |  |   |         |        
|                                                      | Customer relationships                                   |           | $       | 28,351     |  |   | $       | 28,351  | 
|                                                      | Licenses                                                 |           |         | 20,688     |  |   |         | 20,688  | 
|                                                      | Other amortized intangible assets                        |           |         | 2,100      |  |   |         | 2,100   | 
|                                                      |                                                          |           |         |            |  |   |         |        
|                                                      |                                                          |           | 51,139  |            |  |   | 51,139  |        
|Accumulated amortization  customer
    relationships |                                                          |           | (2,835  | )          |  |   | (2,181  | )      
|Accumulated amortization  licenses                   |                                                          |           | (7,471  | )          |  |   | (5,747  | )      
|Other accumulated amortization                        |                                                          |           | (215    | )          |  |   | (54     | )      
|                                                      |                                                          |           |         |            |  |   |         |        
|Accumulated amortization  intangible
    assets      |                                                          |           | (10,521 | )          |  |   | (7,982  | )      
|Intangible assets, net                                |                                                          |           | 40,618  |            |  |   | 43,157  |        
|Unamortized intangible assets:                        |                                                          |           |         |            |  |   |         |        
|                                                      | Trademark, trade names and other related
    intangibles |           |         | 694,518    |  |   |         | 694,518 | 
|                                                      |                                                          |           |         |            |  |   |         |        
|Total intangible assets, net                          |                                                          | $         | 735,136 |            |  | $ | 737,675 |        
|                                                      |                                                          |           |         |            |  |   |         |        

Amortization expense of intangible assets totaled
$2.5 million for the quarter ended March 27, 2004.
There was no amortization expense related to intangible assets
during the quarter ended March 22, 2003. As of
March 27, 2004, the estimated remaining amortization
expense associated with the Companys intangible assets in
each of the next five fiscal years is as follows (in thousands):

|            |  |        |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|----------- |  | ------ | ------ |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|Fiscal Year |  | Amount |        |  |  |  |  |  |  |  |  |  |  | 
|            |  |        |        |  |  |  |  |  |  |  |  |  |  | 
|2004        |  | $      | 8,466  | 
|2005        |  | $      | 11,006 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|2006        |  | $      | 3,481  | 
|2007        |  | $      | 2,835  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|2008        |  | $      | 2,835  | 

8



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |               
|-- | --------------
|6. | LONG-TERM DEBT

Long-term debt consisted of the following amounts
(in thousands):

|                          |                                                                                                     |           |           |            |  |   |           |         | 
|------------------------- | --------------------------------------------------------------------------------------------------- | --------- | --------- | ---------- |  | - | --------- | ------- | 
|                          |                                                                                                     | March 27, |           | January 3,
|                          |                                                                                                     | 2004      |           | 2004      
|                          |                                                                                                     |           |           |           
|                          |                                                                                                     | Successor |           | Successor 
|                          |                                                                                                     |           |           |           
|Unsecured debt:           |                                                                                                     |           |           |            |  |   |           |        
|                          | 8.625% notes due 2009                                                                               |           | $         | 400,000    |  |   | $         | 400,000 | 
|                          | 7.25% notes due 2010                                                                                |           |           | 400,000    |  |   |           | 400,000 | 
|                          | 8.875% notes due 2011                                                                               |           |           | 475,000    |  |   |           | 475,000 | 
|                          | 8.75% debentures due 2013                                                                           |           |           | 155,000    |  |   |           | 155,000 | 
|Secured debt:             |                                                                                                     |           |           |            |  |   |           |        
|                          | Revolving credit facility                                                                           |           |           | 93,800     |  |   |           | 20,000  | 
|                          | Term loan facility                                                                                  |           |           | 295,000    |  |   |           | 305,000 | 
|                          | Contracts and notes due 20042009, at a
    weighted-average interest rate of 7.01% (5.64% in 2003) |           |           | 3,154      |  |   |           | 2,598   | 
|Capital lease obligations |                                                                                                     |           | 93,121    |            |  |   | 93,550    |        
|Unamortized debt discount |                                                                                                     |           | (1,919    | )          |  |   | (1,996    | )      
|                          |                                                                                                     |           |           |            |  |   |           |        
|                          |                                                                                                     |           | 1,913,156 |            |  |   | 1,849,152 |        
|Current maturities        |                                                                                                     |           | (45,552   | )          |  |   | (45,627   | )      
|                          |                                                                                                     |           |           |            |  |   |           |        
|                          |                                                                                                     | $         | 1,867,604 |            |  | $ | 1,803,525 |        
|                          |                                                                                                     |           |           |            |  |   |           |        

The Company amortized deferred debt costs of
$2.1 million during the quarter ended March 27, 2004.
Weighted-average interest rates on the revolving credit and term
loan facilities were approximately 4.25% and 4.12%,
respectively, at March 27, 2004. At March 27, 2004,
the Company had approximately $133.4 million available
under the $300 million revolving credit portion of the
senior secured credit facilities.

As of February 27, 2004, the Company
executed a fourth amendment to its senior secured revolving
credit facility agreement. Under the fourth amendment, HoldCo
transferred all of the outstanding capital stock of the Company
to a new intermediate holding company, Dole Holding Company,
LLC. The fourth amendment also permits Dole Holding Company, LLC
to issue up to $250 million of senior notes that would be
structurally subordinated to Doles existing senior notes
and debentures. The proceeds of any such senior note offerings
would be required to promptly be either: (a) contributed or
loaned to Dole Food Company, Inc. to repay its revolving loans
or for its other working capital or general corporate purposes,
or (b) loaned or dividended to DHM Holding Company, Inc.
for investment in a company formed by DHM Holding Company, Inc.
for the development, construction and operation of a wellbeing
center/hotel/spa/conference center/studio and reasonably related
extensions thereof. In addition, among other provisions, the
amendment permits the Company to pay dividends, subject to
certain restrictions, as defined in the amendment.

At March 27, 2004, the Company was in
compliance with all applicable covenants under the senior
secured credit facilities and the indentures to the
Companys senior notes and debentures.

9



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |          
|-- | ---------
|7. | DIVIDENDS

During the quarter ended March 27, 2004, the
Company declared and paid dividends of $10 million to its
parent company, Dole Holding Company, LLC. Dole Holding Company,
LLC is a Delaware limited liability company and a direct, wholly
owned subsidiary of HoldCo. During the quarter ended
March 22, 2003, the predecessor company declared and paid
dividends of approximately $8.4 million on its common
shares representing a quarterly dividend of 15 cents per
share. The Companys ability to declare future dividends is
restricted under the terms of its senior secured credit
facilities and bond indentures (Note 6).



|   |                       
|-- | ----------------------
|8. | EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for
the Companys U.S. and international pension plans and
other postretirement benefit (OPRB) plans were as
follows (in thousands):

|                                            |                                |                                                |       |               |     |           |       |             |     |   |       |       |     |   |       |       |      |  
|------------------------------------------- | ------------------------------ | ---------------------------------------------- | ----- | ------------- | --- | --------- | ----- | ----------- | --- | - | ----- | ----- | --- | - | ----- | ----- | ---- | -
|                                            |                                |                                                |       |              
|                                            |                                | Pension Plans                                  |       | OPRB Plans   
|                                            |                                |                                                |       |              
|                                            |                                |                                                |       |              
|                                            |                                | Quarter Ended                                  |       | Quarter Ended
|                                            |                                |                                                |       |              
|                                            |                                | March 27,                                      |       | March 22,     |     | March 27, |       | March 22,  
|                                            |                                | 2004                                           |       | 2003          |     | 2004      |       | 2003       
|                                            |                                |                                                |       |               |     |           |       |            
|                                            |                                | Successor                                      |       | Predecessor   |     | Successor |       | Predecessor
|                                            |                                |                                                |       |               |     |           |       |            
|Components of net periodic benefit
    cost |                                |                                                |       |               |     |           |       |             |     |   |       |       |     |   |       |      
|                                            | Service cost                   |                                                | $     | 1,617         |     |           | $     | 1,462       |     |   | $     | 23    |     |   | $     | 21    |     
|                                            | Interest cost                  |                                                |       | 5,450         |     |           |       | 5,552       |     |   |       | 1,284 |     |   |       | 1,238 |     
|                                            | Expected return on plan assets |                                                |       | (4,754        | )   |           |       | (6,266      | )   |   |       |      |     |   |       |      |     
|                                            | Amortization of:               |                                                |       |               |     |           |       |             |     |   |       |       |     |   |       |       |     
|                                            |                                | Unrecognized net loss (gain)                   |       |               | 58  |           |       |             | 160 |   |       |       | 6   |   |       |       | 56   |  
|                                            |                                | Unrecognized prior service cost (benefit)      |       |               | (13 | )         |       |             | 76  |   |       |       | (57 | ) |       |       | (147 | )
|                                            |                                | Unrecognized net transition obligation (asset) |       |               | 9   |           |       |             | 22  |   |       |       |    |   |       |       |     |  
|                                            | Other                          |                                                |       |              |     |           |       | 1,017       |     |   |       |      |     |   |       |      |     
|                                            |                                |                                                |       |               |     |           |       |             |     |   |       |       |     |   |       |      
|                                            |                                | $                                              | 2,367 |               |     | $         | 2,023 |             |     | $ | 1,256 |       |     | $ | 1,168 |      
|                                            |                                |                                                |       |               |     |           |       |             |     |   |       |       |     |   |       |      



|   |                    
|-- | -------------------
|9. | SEGMENT INFORMATION

The Company has four primary reportable operating
segments: fresh fruit, fresh vegetables, packaged foods and
fresh-cut flowers. These reportable segments are managed
separately due to differences in their products, production
processes, distribution channels and customer bases.

Management evaluates and monitors segment
performance primarily through earnings before interest expense
and income taxes (EBIT). EBIT is calculated by
adding income taxes and interest expense to net income.
Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States (GAAP) and should not
be considered in isolation or as a substitute for net income or
cash flow measures prepared in accordance with GAAP or as a
measure of the Companys profitability or liquidity.
Additionally, the Companys computation of EBIT may not be
comparable to other similarly titled measures computed by other
companies, because not all companies calculate EBIT in the same
fashion.

10



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Revenues from external customers and EBIT for the
reportable operating segments and corporate and other were as
follows (in thousands):

|                                  |                          |               |           |             |   |   |           |         |  
|--------------------------------- | ------------------------ | ------------- | --------- | ----------- | - | - | --------- | ------- | -
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | March 27,     |           | March 22,  
|                                  |                          | 2004          |           | 2003       
|                                  |                          |               |           |            
|                                  |                          | Successor     |           | Predecessor
|                                  |                          |               |           |            
|Revenues from external customers: |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 873,322     |   |   | $         | 725,115 |  
|                                  | Fresh vegetables         |               |           | 200,083     |   |   |           | 176,865 |  
|                                  | Packaged foods           |               |           | 127,573     |   |   |           | 116,712 |  
|                                  | Fresh-cut flowers        |               |           | 49,559      |   |   |           | 48,506  |  
|                                  | Other operating segments |               |           | 4,047       |   |   |           | 5,972   |  
|                                  |                          |               |           |             |   |   |           |        
|                                  |                          | $             | 1,254,584 |             |   | $ | 1,073,170 |        
|                                  |                          |               |           |             |   |   |           |        
|EBIT:                             |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 81,367      |   |   | $         | 70,174  |  
|                                  | Fresh vegetables         |               |           | 22,606      |   |   |           | 16,703  |  
|                                  | Packaged foods           |               |           | 13,044      |   |   |           | 11,693  |  
|                                  | Fresh-cut flowers        |               |           | 4,658       |   |   |           | 6,394   |  
|                                  | Other operating segments |               |           | (115        | ) |   |           | 65      |  
|                                  |                          |               |           |             |   |   |           |        
|                                  | Total operating segments |               |           | 121,560     |   |   |           | 105,029 |  
|                                  | Corporate and other      |               |           | (12,812     | ) |   |           | (11,494 | )
|Interest expense                  |                          |               | 34,741    |             |   |   | 19,647    |        
|                                  |                          |               |           |             |   |   |           |        
|Income before income taxes        |                          | $             | 74,007    |             |   | $ | 73,888    |        
|                                  |                          |               |           |             |   |   |           |        

Total assets for the reportable operating
segments and corporate and other were as follows (in thousands):

|                         |  |           |           |            |  |   |           | 
|------------------------ |  | --------- | --------- | ---------- |  | - | --------- | 
|                         |  | March 27, |           | January 3,
|                         |  | 2004      |           | 2004      
|                         |  |           |           |           
|                         |  | Successor |           | Successor 
|                         |  |           |           |           
|Fresh fruit              |  | $         | 2,262,440 |            |  | $ | 2,177,541 | 
|Fresh vegetables         |  |           | 384,334   |            |  |   | 382,451   | 
|Packaged foods           |  |           | 378,592   |            |  |   | 376,936   | 
|Fresh-cut flowers        |  |           | 148,982   |            |  |   | 144,199   | 
|Other operating segments |  |           | 9,125     |            |  |   | 10,926    | 
|                         |  |           |           |            |  |   |           | 
|Total operating segments |  |           | 3,183,473 |            |  |   | 3,092,053 | 
|Corporate and other      |  |           | 879,176   |            |  |   | 895,831   | 
|                         |  |           |           |            |  |   |           | 
|                         |  | $         | 4,062,649 |            |  | $ | 3,987,884 | 
|                         |  |           |           |            |  |   |           | 

11



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Goodwill has been allocated to the Companys
reporting segments as follows (in thousands):

|                         |  |           |         | 
|------------------------ |  | --------- | ------- | 
|                         |  | March 27,
|                         |  | 2004     
|                         |  |          
|                         |  | Successor
|                         |  |          
|Fresh fruit              |  | $         | 341,540 | 
|Fresh vegetables         |  |           | 89,025  | 
|Packaged foods           |  |           | 18,186  | 
|Fresh-cut flowers        |  |           |        | 
|Other operating segments |  |           |        | 
|                         |  |           |         | 
|                         |  | $         | 448,751 | 
|                         |  |           |         | 



|    |              
|--- | -------------
|10. | CONTINGENCIES

The Company is a guarantor of indebtedness of
some of its key fruit suppliers and other entities integral to
its operations. At March 27, 2004 and January 3, 2004,
these guarantees primarily consisted of guarantees for bank
loans to its growers and other affiliates of $6.2 million
and $6.7 million, respectively. Grower guarantees represent
guarantees of amounts advanced, under third party bank
agreements, to independent growers that supply the Company with
product. The Company has not historically experienced any
significant losses associated with these guarantees.

As part of its normal business activities, the
Company and its subsidiaries also provide guarantees to various
regulatory authorities, primarily in Europe, in order to comply
with foreign regulations when operating businesses overseas.
These guarantees relate to customs duties and banana import
license fees that are granted to the European Union member
states agricultural authority. These guarantees are
obtained from commercial banks in the form of letters of credit
or bank guarantees. In addition, the Company issues letters of
credit and bonds through major banking institutions and
insurance companies as required by certain vendor and other
operating agreements. As of March 27, 2004 and
January 3, 2004, total letters of credit and bonds
outstanding were $92.6 million and $91.7 million,
respectively.

The Company also provides various guarantees,
mostly to foreign banks, in the course of its normal business
operations to support the borrowings, leases and other
obligations of its subsidiaries. The Company guaranteed
$161.7 million and $148.1 million of its
subsidiaries obligations to their suppliers and other
third parties as of March 27, 2004 and January 3,
2004, respectively.

The Company has change of control agreements with
certain key executives, under which severance payments and
benefits would become payable in the event of specified
terminations of employment following a change of control (as
defined) of the Company.

The Company is involved from time to time in
claims and legal actions incidental to its operations, both as
plaintiff and defendant. The Company has established what
management currently believes to be adequate reserves for
pending legal matters. These reserves are established as part of
an ongoing worldwide assessment of claims and legal actions that
takes into consideration such items as changes in the pending
case load (including resolved and new matters), opinions of
legal counsel, individual developments in court proceedings,
changes in the law, changes in business focus, changes in the
litigation environment, changes in opponent strategy and
tactics, new developments as a result of ongoing discovery, and
past experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.

12



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


A significant portion of the Companys legal
exposure relates to lawsuits pending in the United States and in
several foreign countries, alleging injury as a result of
exposure to the agricultural chemical DBCP
(1,2-dibromo-3-chloropropane). DBCP was manufactured by several
chemical companies including Dow and Shell and registered by the
U.S. government for use on food crops. The Company and
other growers applied DBCP on banana farms in Latin America and
the Philippines and on pineapple farms in Hawaii. Specific
periods of use varied among the different locations. The Company
halted all purchases of DBCP, including for use in foreign
countries, when the U.S. EPA cancelled the registration of
DBCP for use in the United States in 1979. That cancellation was
based in part on the apparent link between male sterility and
exposure to DBCP among factory workers producing the product in
1977, as well as early product testing done by the manufacturers
showing testicular effects on animals exposed to DBCP. To date,
there is no reliable evidence demonstrating that field
application of DBCP led to sterility among farm workers,
although that claim is made in the pending lawsuits. Nor is
there any reliable scientific evidence that DBCP causes any
other injuries in humans, although plaintiffs in the various
actions assert claims based on cancer, birth defects and other
general illnesses.

Currently there are 567 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Twelve of these lawsuits are currently pending in
various jurisdictions in the United States, with the remainder
pending in Latin America and the Philippines. In the United
States, plaintiffs have twice moved to re-open and remand to
state court two previously dismissed cases pursuant to the
United States Supreme Courts decision in Dole Food
Company, Inc. v. Patrickson. The first such motion was
denied on March 15, 2004. The Company has objected to the
second motion, which is currently pending before the court.
Plaintiffs have also remanded five other cases to state courts
in Texas and Louisiana as a result of the Patrickson decision.
On January 16, 2004, a case pending in the United States
District Court for the District of Hawaii, in which 351
plaintiffs were claiming various injuries as a result of alleged
air and water pollution, was resolved without a material adverse
effect on the Companys financial condition or results of
operations. Claimed damages in DBCP cases worldwide total
approximately $21.7 billion, with the lawsuits in Nicaragua
representing approximately 81% of this amount. In almost all of
these cases, the Company is a joint defendant with the major
DBCP manufacturers and, typically, other banana growers. Except
as described below, none of these lawsuits has resulted in a
verdict or judgment against the Company.

In Nicaragua, 102 cases have been filed,
with the majority of the lawsuits brought pursuant to
Law 364, an October 2000 Nicaraguan statute that contains
substantive and procedural provisions that Nicaraguas
Attorney General formally opined are unconstitutional. In
October 2003, the Supreme Court of Nicaragua issued an advisory
opinion, not connected with any litigation, that Law 364 is
constitutional.

Seventeen cases are being actively litigated in
civil trial courts in Managua (8), Chinendega (7) and
Puerto Cabezas (2). In all of those cases, the Company has
sought or will seek to have the cases returned to the United
States pursuant to Law 364. Notwithstanding, the Chinendega
court denied the Companys request with respect to the
seven cases pending there; and the Managua court denied the
Companys request with respect to seven of the eight cases
pending there. The Companys request as to the eighth
Managua case is still pending. The Puerto Cabezas court has not
yet ruled on the Companys request with respect to the two
cases pending there. On February 25, 2004, the Managua
court entered a judgment against the Company, Dow and Shell in
one of the eight cases, awarding 58 of the 81 claimants
$82.9 million.

Nine of the seventeen cases had been consolidated
into one case before a civil trial court in Managua, with the
plaintiffs naming an entity denominated as Dole Food
Corporation Inc. as a defendant. The Company is aware of
no legal entity bearing that name, and the Company is certain
that no such legal entity is related to the Company. As a
result, the Company responded in those nine consolidated cases
on behalf of Dole Fresh Fruit Company, a subsidiary of the
Company, which has been named as a defendant in other pending
DBCP matters, including matters brought by Nicaraguan citizens.
The Company paid the $100,000 deposit to the Nicaraguan court,
as required under Law 364, to participate in that
litigation. On October 25, 2002, the

13



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Managua court issued a ruling that Dole Fresh
Fruit Company was not a party to the nine consolidated cases.
Thereafter, counsel for Dole Fresh Fruit Company notified the
Managua court that no legal entity known as Dole Food
Corporation Inc. exists and sought to appear on behalf of
Dole Food Company, Inc. and to ratify all prior pleadings of
Dole Fresh Fruit Company. On November 25, 2002, the Managua
court issued a ruling that Dole Food Company, Inc. is not a
defendant in the nine consolidated cases. On December 13,
2002, the Managua court entered a judgment in the aggregate
amount of $489.4 million on behalf of 468 plaintiffs
against Dow Chemical Company, also known as Dow AgroSciences,
Shell Chemical Company, Standard Fruit and Vegetable Company and
Dole Food Corporation Inc. in the nine consolidated
actions. Because the Managua court had held that the Company was
not a defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and
Vegetable Company is a Texas corporation that is wholly
unrelated to the Company. On May 14, 2003, an action was
filed in Los Angeles County Superior Court against The Dow
Chemical Company, Shell Chemical Company, and Dole Food Company,
Inc. to enforce the Nicaraguan judgment. On July 18, 2003,
the Company filed a motion to dismiss the enforcement action on
the grounds that Dole Food Company, Inc. was not a party to the
judgment. On July 17, 2003, Dow and Shell filed a motion to
remove the enforcement action to the United States District
Court for the Central District of California. The Company
consented to that removal. On October 20, 2003, the United
States District Court for the Central District of California
dismissed with prejudice the enforcement action as to all of the
defendants, including Dole. The Court held that Dole Food
Company, Inc. was not a party in the Nicaraguan judgment. The
plaintiffs have appealed the District Courts dismissal to
the United States Court of Appeals for the Ninth Circuit. That
appeal is currently pending.

The Company believes that none of the Nicaraguan
civil trial courts judgments will be enforceable against
any Dole entity in the U.S. or in any other country,
because Nicaraguas Law 364 is unconstitutional and
violates international due process. Among other things,
Law 364 is an improper special law directed at
particular parties, it requires defendants to pay large,
non-refundable deposits in order to participate in the
litigation, it provides a severely truncated procedural process,
it establishes irrebuttable presumptions of causation that are
contrary to the evidence and scientific data, and it sets
unreasonable minimum damages that must be awarded.

On December 23, 2003, the Company filed an
action in the United States District Court for the Central
District of California against 934 Nicaraguans. The complaint
seeks declaratory relief against the claimants in the eight
actions currently pending in the Managua civil trial court. The
Company seeks a determination that these actions lack merit and
that any judgment issued under Law 364 is unenforceable in
the United States on due process grounds. The complaint further
asserts federal RICO and state law fraud, abuse of process and
malicious prosecution claims against the claimants in the
enforcement action dismissed on October 20, 2003. A motion
to dismiss the Companys complaint was filed on
April 22, 2004.

On March 26, 2004, a lawsuit was filed in
the Superior Court for the County of Los Angeles against the
Company and various manufacturers of DBCP on behalf of 25
Nicaraguan banana workers, who allege that they were injured as
a result of exposure to DBCP and seeking unspecified damages.
The Company will be answering the complaint. As to this and all
the DBCP matters, the Company has denied liability and asserted
substantial defenses. Although no assurance can be given
concerning the outcome of these cases, in the opinion of
management, after consultation with legal counsel and based on
past experience defending and settling DBCP claims, the pending
lawsuits are not expected to have a material adverse effect on
the Companys financial condition or results of operations.

14



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|    |                 
|--- | ----------------
|11. | SUBSEQUENT EVENT

On April 28, 2004, the Company entered into
a definitive agreement to acquire Wood Holdings, Inc. (JR
Wood), free of debt, for $162.5 million plus certain
transaction costs, in cash. JR Wood is a frozen fruit
manufacturer and processor located in Central California, with
annual revenues of approximately $140 million in 2003. It
is anticipated that the transaction will close in the
Companys second quarter of 2004 and will be included in
the Companys packaged foods segment. The Company
anticipates financing the acquisition through borrowings under
its senior secured credit facilities.



|    |                                
|--- | -------------------------------
|12. | GUARANTOR FINANCIAL INFORMATION

In connection with the issuance of the 2011 Notes
in March 2003 and the 2010 Notes in May 2003, the Company and
all of its wholly-owned domestic subsidiaries
(Guarantors) have fully and unconditionally
guaranteed, on a joint and several basis, the Companys
obligations under the related indentures (the
Guarantees). Each Guarantee is subordinated in right
of payment to the Guarantors existing and future senior
debt, including obligations under the senior secured credit
facility, and will rank pari passu with all senior subordinated
indebtedness of the applicable Guarantor. All Guarantors are
100% owned by the Company.

The accompanying guarantor condensed
consolidating financial information is presented on the equity
method of accounting for all periods presented. Under this
method, investments in subsidiaries are recorded at cost and
adjusted for the Companys share in the subsidiaries
cumulative results of operations, capital contributions and
distributions and other changes in equity. Elimination entries
relate primarily to the elimination of investments in
subsidiaries and associated intercompany balances and
transactions.

The following are condensed consolidating
statements of operations of the Company for the quarters ended
March 27, 2004 and March 22, 2003; condensed
consolidating balance sheets as of March 27, 2004 and
January 3, 2004; and condensed consolidating statements of
cash flows for the quarters ended March 27, 2004 and
March 22, 2003.

15



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

SUCCESSOR

For the Quarter Ended March 27,
2004


(In thousands)


|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------- |  | - | -------- | ------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|Revenues, net                                                  |                            | $             | 107,615 |            |   | $              | 479,707 |              |  | $     | 943,908 |         |  | $ | (276,646 | )       |   | $ | 1,254,584 |        
|Cost of products sold                                          |                            |               | 82,447  |            |   |                | 420,714 |              |  |       | 825,163 |         |  |   | (276,646 | )       |   |   | 1,051,678 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Gross margin               |               |         | 25,168     |   |                |         | 58,993       |  |       |         | 118,745 |  |   |          |        |   |   |           | 202,906 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 26,612  |            |   |                | 22,228  |              |  |       | 46,578  |         |  |   |         |         |   |   | 95,418    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (1,444     | ) |                |         | 36,765       |  |       |         | 72,167  |  |   |          |        |   |   |           | 107,488 | 
|Equity in subsidiary income                                    |                            |               | 88,968  |            |   |                | 1,412   |              |  |       |        |         |  |   | (90,380  | )       |   |   |          |        
|Other income (expense), net                                    |                            |               | (243    | )          |   |                | (38     | )            |  |       | 619     |         |  |   |         |         |   |   | 338       |        
|Interest income                                                |                            |               | 47      |            |   |                | 73      |              |  |       | 802     |         |  |   |         |         |   |   | 922       |        
|Interest expense                                               |                            |               | 29,645  |            |   |                | 43      |              |  |       | 5,053   |         |  |   |         |         |   |   | 34,741    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Income before income taxes |               |         | 57,683     |   |                |         | 38,169       |  |       |         | 68,535  |  |   |          | (90,380 | ) |   |           | 74,007  | 
|Income taxes                                                   |                            |               | (3,151  | )          |   |                | 13,436  |              |  |       | 2,888   |         |  |   |         |         |   |   | 13,173    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Net income                 |               | $       | 60,834     |   |                | $       | 24,733       |  |       | $       | 65,647  |  |   | $        | (90,380 | ) |   | $         | 60,834  | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        

PREDECESSOR

For the Quarter Ended March 22,
2003


(In thousands)


|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------ | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------ |  | - | -------- | ------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |        |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |        | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |        |            |   |                |         |              |  |      
|Revenues, net                                                  |                            | $             | 96,185 |            |   | $              | 432,831 |              |  | $     | 803,294 |        |  | $ | (259,140 | )       |   | $ | 1,073,170 |        
|Cost of products sold                                          |                            |               | 69,640 |            |   |                | 371,625 |              |  |       | 712,914 |        |  |   | (259,140 | )       |   |   | 895,039   |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Gross margin               |               |        | 26,545     |   |                |         | 61,206       |  |       |         | 90,380 |  |   |          |        |   |   |           | 178,131 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 28,887 |            |   |                | 23,285  |              |  |       | 37,169  |        |  |   |         |         |   |   | 89,341    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Operating income (loss)    |               |        | (2,342     | ) |                |         | 37,921       |  |       |         | 53,211 |  |   |          |        |   |   |           | 88,790  | 
|Equity in subsidiary income                                    |                            |               | 73,874 |            |   |                | 5,252   |              |  |       |        |        |  |   | (79,126  | )       |   |   |          |        
|Other income (expense), net                                    |                            |               | (165   | )          |   |                | 119     |              |  |       | 2,091   |        |  |   |         |         |   |   | 2,045     |        
|Interest income                                                |                            |               | 1,179  |            |   |                | 119     |              |  |       | 1,402   |        |  |   |         |         |   |   | 2,700     |        
|Interest expense                                               |                            |               | 17,831 |            |   |                | 28      |              |  |       | 1,788   |        |  |   |         |         |   |   | 19,647    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Income before income taxes |               |        | 54,715     |   |                |         | 43,383       |  |       |         | 54,916 |  |   |          | (79,126 | ) |   |           | 73,888  | 
|Income taxes                                                   |                            |               | (6,073 | )          |   |                | 16,024  |              |  |       | 3,149   |        |  |   |         |         |   |   | 13,100    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Net income                 |               | $      | 60,788     |   |                | $       | 27,359       |  |       | $       | 51,767 |  |   | $        | (79,126 | ) |   | $         | 60,788  | 
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        

16



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING BALANCE
SHEET

SUCCESSOR

As of March 27, 2004


|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |           |           | 
|---------------------------------------- | ---------------------------------------------- | ------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ------- | ----- | - | --------- | ------- |  | - | ---------- | ------- | - | - | --------- | --------- | 
|                                         |                                                | Dole Food                 |   |            |         |                |   |              |         |      
|                                         |                                                | Company, Inc.             |   | Guarantors |         | Non Guarantors |   | Eliminations |         | Total
|                                         |                                                |                           |   |            |         |                |   |              |         |      
|(In thousands)                           |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|ASSETS                                   |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|Current Assets                           |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|                                         | Cash and cash equivalents                      |                           | $ | 5,462      |         |                | $ | (13,539      | )       |       | $ | 46,148    |         |  | $ |           |         |   | $ | 38,071    |          
|                                         | Receivables, net of allowances                 |                           |   | 158,226    |         |                |   | 86,162       |         |       |   | 422,509   |         |  |   | (13,011    | )       |   |   | 653,886   |          
|                                         | Inventories                                    |                           |   | 62,077     |         |                |   | 72,789       |         |       |   | 281,810   |         |  |   |           |         |   |   | 416,676   |          
|                                         | Prepaid expenses                               |                           |   | 7,241      |         |                |   | 13,301       |         |       |   | 30,878    |         |  |   |           |         |   |   | 51,420    |          
|                                         | Deferred income tax assets                     |                           |   | 23,677     |         |                |   | 23,975       |         |       |   | 133       |         |  |   |           |         |   |   | 47,785    |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|                                         |                                                | Total current assets      |   |            | 256,683 |                |   |              | 182,688 |       |   |           | 781,478 |  |   |            | (13,011 | ) |   |           | 1,207,838 | 
|                                         | Investments                                    |                           |   | 2,047,347  |         |                |   | 197,820      |         |       |   | 80,215    |         |  |   | (2,242,787 | )       |   |   | 82,595    |          
|                                         | Property, plant and equipment, net             |                           |   | 301,981    |         |                |   | 304,882      |         |       |   | 850,198   |         |  |   |           |         |   |   | 1,457,061 |          
|                                         | Goodwill and intangible assets, net            |                           |   | 733,316    |         |                |   | 94,720       |         |       |   | 355,851   |         |  |   |           |         |   |   | 1,183,887 |          
|                                         | Other assets, net                              |                           |   | 45,291     |         |                |   | 9,054        |         |       |   | 76,923    |         |  |   |           |         |   |   | 131,268   |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|                                         | Total assets                                   |                           | $ | 3,384,618  |         |                | $ | 789,164      |         |       | $ | 2,144,665 |         |  | $ | (2,255,798 | )       |   | $ | 4,062,649 |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|                                        
|LIABILITIES AND SHAREHOLDERS
    EQUITY
|Current Liabilities                      |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|                                         | Accounts payable and accrued liabilities       |                           | $ | 102,215    |         |                | $ | 243,113      |         |       | $ | 397,634   |         |  | $ | (13,011    | )       |   | $ | 729,951   |          
|                                         | Current portion of long-term debt              |                           |   | (335       | )       |                |   | 693          |         |       |   | 45,194    |         |  |   |           |         |   |   | 45,552    |          
|                                         | Notes payable                                  |                           |   |           |         |                |   | 764          |         |       |   | 1,791     |         |  |   |           |         |   |   | 2,555     |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|                                         |                                                | Total current liabilities |   |            | 101,880 |                |   |              | 244,570 |       |   |           | 444,619 |  |   |            | (13,011 | ) |   |           | 778,058   | 
|                                         | Intercompany payables (receivables)            |                           |   | 571,776    |         |                |   | (754         | )       |       |   | (571,022  | )       |  |   |           |         |   |   |          |          
|                                         | Long-term debt                                 |                           |   | 1,522,216  |         |                |   | 1,462        |         |       |   | 343,926   |         |  |   |           |         |   |   | 1,867,604 |          
|                                         | Deferred income tax liabilities                |                           |   | 347,590    |         |                |   | 52,535       |         |       |   | 34,277    |         |  |   |           |         |   |   | 434,402   |          
|                                         | Other long-term liabilities                    |                           |   | 335,865    |         |                |   | 34,020       |         |       |   | 79,694    |         |  |   |           |         |   |   | 449,579   |          
|                                         | Minority interests                             |                           |   |           |         |                |   | 4,745        |         |       |   | 22,970    |         |  |   |           |         |   |   | 27,715    |          
|                                         | Total shareholders equity                     |                           |   | 505,291    |         |                |   | 452,586      |         |       |   | 1,790,201 |         |  |   | (2,242,787 | )       |   |   | 505,291   |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          
|                                         | Total liabilities and shareholders
    equity |                           | $ | 3,384,618  |         |                | $ | 789,164      |         |       | $ | 2,144,665 |         |  | $ | (2,255,798 | )       |   | $ | 4,062,649 |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |         |   |   |          

17



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING BALANCE
SHEET  (Continued)

SUCCESSOR

As of January 3, 2004


|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |           |           | 
|---------------------------------------- | ---------------------------------------------- | ------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ------- | ----- | - | --------- | ------- |  | - | ---------- | - |  | - | --------- | --------- | 
|                                         |                                                | Dole Food                 |   |            |         |                |   |              |         |      
|                                         |                                                | Company, Inc.             |   | Guarantors |         | Non Guarantors |   | Eliminations |         | Total
|                                         |                                                |                           |   |            |         |                |   |              |         |      
|(In thousands)                           |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|ASSETS                                   |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|Current Assets                           |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         | Cash and cash equivalents                      |                           | $ | 7,424      |         |                | $ | (20,498      | )       |       | $ | 46,556    |         |  | $ |           |   |  | $ | 33,482    |          
|                                         | Receivables, net of allowances                 |                           |   | 124,773    |         |                |   | 80,178       |         |       |   | 355,298   |         |  |   |           |   |  |   | 560,249   |          
|                                         | Inventories                                    |                           |   | 66,567     |         |                |   | 77,716       |         |       |   | 265,522   |         |  |   |           |   |  |   | 409,805   |          
|                                         | Prepaid expenses                               |                           |   | 9,485      |         |                |   | 12,009       |         |       |   | 33,068    |         |  |   |           |   |  |   | 54,562    |          
|                                         | Deferred income tax assets                     |                           |   | 23,677     |         |                |   | 24,265       |         |       |   | 133       |         |  |   |           |   |  |   | 48,075    |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         |                                                | Total current assets      |   |            | 231,926 |                |   |              | 173,670 |       |   |           | 700,577 |  |   |            |   |  |   |           | 1,106,173 | 
|                                         | Investments                                    |                           |   | 1,997,222  |         |                |   | 197,009      |         |       |   | 80,891    |         |  |   | (2,192,063 | ) |  |   | 83,059    |          
|                                         | Property, plant and equipment, net             |                           |   | 298,332    |         |                |   | 311,327      |         |       |   | 860,220   |         |  |   |           |   |  |   | 1,469,879 |          
|                                         | Goodwill and intangible assets, net            |                           |   | 733,970    |         |                |   | 94,721       |         |       |   | 357,735   |         |  |   |           |   |  |   | 1,186,426 |          
|                                         | Other assets, net                              |                           |   | 50,798     |         |                |   | 6,265        |         |       |   | 85,284    |         |  |   |           |   |  |   | 142,347   |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         | Total assets                                   |                           | $ | 3,312,248  |         |                | $ | 782,992      |         |       | $ | 2,084,707 |         |  | $ | (2,192,063 | ) |  | $ | 3,987,884 |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                        
|LIABILITIES AND SHAREHOLDERS
    EQUITY
|Current Liabilities                      |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         | Accounts payable and accrued liabilities       |                           | $ | 129,251    |         |                | $ | 271,091      |         |       | $ | 378,900   |         |  | $ |           |   |  | $ | 779,242   |          
|                                         | Current portion of long-term debt              |                           |   | (335       | )       |                |   | 638          |         |       |   | 45,324    |         |  |   |           |   |  |   | 45,627    |          
|                                         | Notes payable                                  |                           |   |           |         |                |   | 888          |         |       |   | 1,060     |         |  |   |           |   |  |   | 1,948     |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         |                                                | Total current liabilities |   |            | 128,916 |                |   |              | 272,617 |       |   |           | 425,284 |  |   |            |   |  |   |           | 826,817   | 
|                                         | Intercompany payables (receivables)            |                           |   | 605,902    |         |                |   | (36,122      | )       |       |   | (569,780  | )       |  |   |           |   |  |   |          |          
|                                         | Long-term debt                                 |                           |   | 1,448,338  |         |                |   | 1,494        |         |       |   | 353,693   |         |  |   |           |   |  |   | 1,803,525 |          
|                                         | Deferred income tax liabilities, net           |                           |   | 362,596    |         |                |   | 53,250       |         |       |   | 35,585    |         |  |   |           |   |  |   | 451,431   |          
|                                         | Other long-term liabilities                    |                           |   | 310,068    |         |                |   | 33,538       |         |       |   | 79,318    |         |  |   |           |   |  |   | 422,924   |          
|                                         | Minority interests                             |                           |   |           |         |                |   | 4,494        |         |       |   | 22,265    |         |  |   |           |   |  |   | 26,759    |          
|                                         | Total shareholders equity                     |                           |   | 456,428    |         |                |   | 453,721      |         |       |   | 1,738,342 |         |  |   | (2,192,063 | ) |  |   | 456,428   |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         | Total liabilities and shareholders
    equity |                           | $ | 3,312,248  |         |                | $ | 782,992      |         |       | $ | 2,084,707 |         |  | $ | (2,192,063 | ) |  | $ | 3,987,884 |          
|                                         |                                                |                           |   |            |         |                |   |              |         |       |   |           |         |  |   |            |   |  |   |          

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

SUCCESSOR

For the Quarter Ended March 27,
2004


|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |          |         |  
|-------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ------ | ----- | - | ------- | ------- | - | - | - | - |  | - | -------- | ------- | -
|                     |                                                                          | Dole Food                                                |   |            |         |                |   |              |        |      
|                     |                                                                          | Company, Inc.                                            |   | Guarantors |         | Non Guarantors |   | Eliminations |        | Total
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |      
|(In thousands)       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|OPERATING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow provided by (used in) operating
    activities |   | $          | (63,586 | )              |   | $            | 9,160  |       |   | $       | 22,239  |   |   | $ |  |  |   | $        | (32,187 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|INVESTING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Proceeds from sales of assets                                            |                                                          |   | 907        |         |                |   | 97           |        |       |   | 1,791   |         |   |   |  |   |  |   | 2,795    |        
|                     | Investments and acquisitions                                             |                                                          |   |           |         |                |   |             |        |       |   | (2,931  | )       |   |   |  |   |  |   | (2,931   | )      
|                     | Capital additions                                                        |                                                          |   | (1,557     | )       |                |   | (2,242       | )      |       |   | (8,487  | )       |   |   |  |   |  |   | (12,286  | )      
|                     | Repurchase of common stock in the going-private
    merger transaction   |                                                          |   | (1,300     | )       |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (1,300   | )      
|                     | Transaction costs paid in the going-private
    merger transaction       |                                                          |   | (226       | )       |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (226     | )      
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow used in investing
    activities               |   |            | (2,176  | )              |   |              | (2,145 | )     |   |         | (9,627  | ) |   |   |  |  |   |          | (13,948 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|FINANCING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Short-term debt borrowings                                               |                                                          |   |           |         |                |   | 218          |        |       |   | 2,157   |         |   |   |  |   |  |   | 2,375    |        
|                     | Short-term debt repayments                                               |                                                          |   |           |         |                |   | (342         | )      |       |   | (1,439  | )       |   |   |  |   |  |   | (1,781   | )      
|                     | Long-term debt borrowings                                                |                                                          |   | 166,100    |         |                |   | 219          |        |       |   | 41      |         |   |   |  |   |  |   | 166,360  |        
|                     | Long-term debt repayments                                                |                                                          |   | (92,300    | )       |                |   | (151         | )      |       |   | (11,474 | )       |   |   |  |   |  |   | (103,925 | )      
|                     | Dividends paid to minority shareholders                                  |                                                          |   |           |         |                |   |             |        |       |   | (352    | )       |   |   |  |   |  |   | (352     | )      
|                     | Dividends paid to Dole Holding Company, LLC                              |                                                          |   | (10,000    | )       |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (10,000  | )      
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow provided by (used in) financing
    activities |   |            | 63,800  |                |   |              | (56    | )     |   |         | (11,067 | ) |   |   |  |  |   |          | 52,677  |  
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |         |                |   |             |        |       |   | (1,953  | )       |   |   |  |   |  |   | (1,953   | )      
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Increase (decrease) in cash and cash
    equivalents                     |                                                          |   | (1,962     | )       |                |   | 6,959        |        |       |   | (408    | )       |   |   |  |   |  |   | 4,589    |        
|                     | Cash and cash equivalents at beginning of period                         |                                                          |   | 7,424      |         |                |   | (20,498      | )      |       |   | 46,556  |         |   |   |  |   |  |   | 33,482   |        
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Cash and cash equivalents at end of
    period                           |                                                          | $ | 5,462      |         |                | $ | (13,539      | )      |       | $ | 46,148  |         |   | $ |  |   |  | $ | 38,071   |        
|                     |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS  (Continued)

PREDECESSOR

For the Quarter Ended March 22,
2003


|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |         |        |  
|-------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ----- | ----- | - | -------- | -------- | - | - | - | - |  | - | ------- | ------ | -
|                     |                                                                          | Dole Food                                                |   |            |         |                |   |              |       |      
|                     |                                                                          | Company, Inc.                                            |   | Guarantors |         | Non Guarantors |   | Eliminations |       | Total
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |      
|(In thousands)       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|OPERATING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) operating
    activities |   | $          | 146,297 |                |   | $            | 2,259 |       |   | $        | (146,743 | ) |   | $ |  |  |   | $       | 1,813  |  
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|INVESTING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Proceeds from sales of assets                                            |                                                          |   | 834        |         |                |   | 33           |       |       |   | 876      |          |   |   |  |   |  |   | 1,743   |       
|                     | Capital additions                                                        |                                                          |   | (621       | )       |                |   |             |       |       |   | (3,614   | )        |   |   |  |   |  |   | (4,235  | )     
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) investing
    activities |   |            | 213     |                |   |              | 33    |       |   |          | (2,738   | ) |   |   |  |  |   |         | (2,492 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|FINANCING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Short-term debt borrowings                                               |                                                          |   |           |         |                |   | 1,786        |       |       |   | 6,150    |          |   |   |  |   |  |   | 7,936   |       
|                     | Short-term debt repayments                                               |                                                          |   | (4,353     | )       |                |   | (1,730       | )     |       |   | (751     | )        |   |   |  |   |  |   | (6,834  | )     
|                     | Long-term debt borrowings                                                |                                                          |   |           |         |                |   | 15           |       |       |   | 5,019    |          |   |   |  |   |  |   | 5,034   |       
|                     | Long-term debt repayments                                                |                                                          |   |           |         |                |   | (143         | )     |       |   | (6,634   | )        |   |   |  |   |  |   | (6,777  | )     
|                     | Proceeds from issuance of common stock                                   |                                                          |   | 2,768      |         |                |   |             |       |       |   |         |          |   |   |  |   |  |   | 2,768   |       
|                     | Dividends paid to common shareholders                                    |                                                          |   | (8,440     | )       |                |   |             |       |       |   |         |          |   |   |  |   |  |   | (8,440  | )     
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) financing
    activities |   |            | (10,025 | )              |   |              | (72   | )     |   |          | 3,784    |   |   |   |  |  |   |         | (6,313 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |         |                |   |             |       |       |   | 1,025    |          |   |   |  |   |  |   | 1,025   |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Increase (decrease) in cash and cash
    equivalents                     |                                                          |   | 136,485    |         |                |   | 2,220        |       |       |   | (144,672 | )        |   |   |  |   |  |   | (5,967  | )     
|                     | Cash and cash equivalents at beginning of period                         |                                                          |   | 395,106    |         |                |   | (2,857       | )     |       |   | 254,718  |          |   |   |  |   |  |   | 646,967 |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Cash and cash equivalents at end of
    period                           |                                                          | $ | 531,591    |         |                | $ | (637         | )     |       | $ | 110,046  |          |   | $ |  |   |  | $ | 641,000 |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        

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DOLE FOOD COMPANY, INC.




ITEM
2.     MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS


Overview

In the first quarter of 2004, the Companys
revenues grew 17% and operating income grew 21% compared to the
prior year. These results were driven by strong performances
across the majority of the Companys lines of business.
During the first quarter, the Company benefited from favorable
exchange rates and experienced significantly higher demand for
its Tropical Gold®Pineapples and Chilean deciduous fruit.
Results of operations were also driven by higher worldwide
volumes of bananas and canned pineapple as well as strong
operating results from the fresh vegetables division. Net income
of $60.8 million for the first quarter of 2004 approximated
prior year results for the same period, as stronger operating
performances during the first quarter of 2004 were offset by a
significantly higher interest expense.

On March 28, 2003, the Company completed a
going-private merger transaction. Pursuant to this transaction,
the Company became wholly owned by David H. Murdock, the
Companys Chairman, President and Chief Executive Officer,
through DHM Holding Company, Inc. Details of this transaction
can be found in the Companys Form 10-K for the year
ended January 3, 2004.

Results of Operations

As a result of the going-private merger
transaction, the Companys Condensed Consolidated Financial
Statements present the results of operations, financial position
and cash flows prior to the date of the merger transaction as
the Predecessor. The merger transaction and the
Companys results of operations, financial position and
cash flows thereafter are presented as the Successor.

Selected results of operations for the quarters
ended March 27, 2004 and March 22, 2003 were as
follows (in thousands):

|                                                |  |               |           |             |  |   |           | 
|----------------------------------------------- |  | ------------- | --------- | ----------- |  | - | --------- | 
|                                                |  |              
|                                                |  | Quarter Ended
|                                                |  |              
|                                                |  | March 27,     |           | March 22,  
|                                                |  | 2004          |           | 2003       
|                                                |  |               |           |            
|                                                |  | Successor     |           | Predecessor
|                                                |  |               |           |            
|Revenues, net                                   |  | $             | 1,254,584 |             |  | $ | 1,073,170 | 
|Operating income                                |  | $             | 107,488   |             |  | $ | 88,790    | 
|Interest income and other income (expense), net |  | $             | 1,260     |             |  | $ | 4,745     | 
|Interest expense                                |  | $             | 34,741    |             |  | $ | 19,647    | 
|Income taxes                                    |  | $             | 13,173    |             |  | $ | 13,100    | 
|Net income                                      |  | $             | 60,834    |             |  | $ | 60,788    | 

Revenues

For the quarter ended March 27, 2004,
revenues increased to $1.25 billion from $1.07 billion
in the quarter ended March 22, 2003. The increase is due to
favorable U.S. dollar exchange rates, overall improved
volumes in the Companys fresh fruit, fresh vegetables and
packaged foods segments, expanded business activity in the
European ripening and distribution business and favorable
pineapple and commodity vegetable pricing. Favorable exchange
rates versus the euro, Swedish krona, and Japanese yen
positively impacted revenues, primarily in the fresh fruit
segment, by approximately $61.7 million.

There were no purchase accounting adjustments
that impacted revenues for the quarter ended March 27, 2004.

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Operating Income

For the quarter ended March 27, 2004,
operating income increased to $107.5 million from
$88.8 million in the quarter ended March 22, 2003. The
increase was primarily attributable to improved operating
results from the Companys fresh fruit, fresh vegetables
and packaged foods segments. Favorable U.S. dollar exchange
rates primarily versus the euro, the Swedish krona, and Japanese
yen also benefited the quarter by approximately
$7.4 million, net of current year hedge gains and losses.
These benefits were partially offset by increased depreciation
and amortization expense of approximately $5.7 million as a
result of purchase accounting adjustments to property, plant and
equipment and intangibles. These purchase accounting adjustments
were made in connection with the going-private merger
transaction.

Interest Income and Other Income (Expense),
Net

For the quarter ended March 27, 2004,
interest income and other income (expense), net was
$1.3 million compared to $4.7 million in the prior
year. The decrease was due to lower interest income, as a result
of lower average cash balances, as well as lower equity earnings
in the current year.

Interest Expense

Interest expense for the quarter ended
March 27, 2004 was $34.7 million compared to
$19.6 million in the quarter ended March 22, 2003.
Interest expense in the quarter ended March 27, 2004
increased primarily as a result of the issuance of additional
debt to finance the going-private merger transaction, as well as
the addition of capitalized vessel lease obligations in the
fourth quarter of 2003.

Income Taxes

As a result of the consummation of the
going-private merger transaction, income tax expense for the
quarter ended March 22, 2003 was based on earnings for the
period from December 29, 2002 through March 22, 2003,
to reflect the final separate financial reporting period for the
Company in its predecessor form. After the consummation of the
going-private merger transaction, the results of operations are
attributable to the new successor company.

Income tax expense for the quarter ended
March 27, 2004 of $13.2 million reflects the
Companys expected effective income tax rate of
approximately 18% for the full fiscal year ending
January 1, 2005. The income tax expense of approximately
$13.1 million for the quarter ended March 22, 2003
reflects the Companys effective income tax rate for that
quarter of approximately 18%.

For the periods presented, the Companys
effective income tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower
than the U.S. rate. No U.S. taxes have been provided
on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

Segment Results of Operations

The Company has four primary reportable operating
segments: fresh fruit, fresh vegetables, packaged foods and
fresh-cut flowers. These reportable segments are managed
separately due to differences in their products, production
processes, distribution channels and customer bases.

The Companys management evaluates and
monitors segment performance primarily through earnings before
interest expense and income taxes (EBIT). EBIT is
calculated by adding income taxes and interest expense to net
income. Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States of America (GAAP) and
should not be considered in isolation or as a substitute for net
income or cash flow measures prepared in accordance with GAAP or
as a measure of the Companys profitability or liquidity.
Additionally, the Companys computation of EBIT may not be
comparable to other similarly titled measures computed by other
companies, because not all companies

22



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##### Table of Contents



calculate EBIT in the same fashion. Revenues from
external customers and EBIT for the reportable operating
segments and corporate and other were as follows (in thousands):


|                                  |                          |               |           |             |   |   |           |         |  
|--------------------------------- | ------------------------ | ------------- | --------- | ----------- | - | - | --------- | ------- | -
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | March 27,     |           | March 22,  
|                                  |                          | 2004          |           | 2003       
|                                  |                          |               |           |            
|                                  |                          | Successor     |           | Predecessor
|                                  |                          |               |           |            
|Revenues from external customers: |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 873,322     |   |   | $         | 725,115 |  
|                                  | Fresh vegetables         |               |           | 200,083     |   |   |           | 176,865 |  
|                                  | Packaged foods           |               |           | 127,573     |   |   |           | 116,712 |  
|                                  | Fresh-cut flowers        |               |           | 49,559      |   |   |           | 48,506  |  
|                                  | Other operating segments |               |           | 4,047       |   |   |           | 5,972   |  
|                                  |                          |               |           |             |   |   |           |        
|                                  |                          | $             | 1,254,584 |             |   | $ | 1,073,170 |        
|                                  |                          |               |           |             |   |   |           |        
|EBIT:                             |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 81,367      |   |   | $         | 70,174  |  
|                                  | Fresh vegetables         |               |           | 22,606      |   |   |           | 16,703  |  
|                                  | Packaged foods           |               |           | 13,044      |   |   |           | 11,693  |  
|                                  | Fresh-cut flowers        |               |           | 4,658       |   |   |           | 6,394   |  
|                                  | Other operating segments |               |           | (115        | ) |   |           | 65      |  
|                                  |                          |               |           |             |   |   |           |        
|                                  | Total operating segments |               |           | 121,560     |   |   |           | 105,029 |  
|                                  | Corporate and other      |               |           | (12,812     | ) |   |           | (11,494 | )
|Interest expense                  |                          |               | 34,741    |             |   |   | 19,647    |        
|                                  |                          |               |           |             |   |   |           |        
|Income before income taxes        |                          | $             | 74,007    |             |   | $ | 73,888    |        
|                                  |                          |               |           |             |   |   |           |        

Fresh Fruit

Fresh fruit revenues in the quarter ended
March 27, 2004 increased 20% to $873.3 million from
$725.1 million in the quarter ended March 22, 2003.
The increase in fresh fruit revenues was primarily due to the
following: favorable foreign currency exchange rates versus the
U.S. dollar, improved volumes and pricing of Tropical
Gold® Pineapples sold in North America, Europe and Asia and
higher banana volumes sold in North America, Europe and Asia.
Higher volumes of Chilean deciduous fruit sold in North America
and Europe and expanded activity in the Europe ripening and
distribution businesses also contributed to the growth. These
benefits were partially offset by lower banana pricing in North
America and lower local banana pricing in Europe.

Fresh fruit EBIT in the quarter ended
March 27, 2004 increased 16% to $81.4 million from
$70.2 million in the quarter ended March 22, 2003.
EBIT increased primarily as a result of the same factors that
drove the increase in revenues and lower Latin American banana
and pineapple production costs. Favorable exchange rates, net of
hedging activity, benefited EBIT for the quarter ended
March 27, 2004 by approximately $7.4 million. The
increase in EBIT was partially offset by higher selling and
marketing costs in Asia. EBIT was also negatively impacted by
higher purchase accounting related depreciation and amortization
of $3.1 million and lower equity earnings of certain
affiliates.

Fresh Vegetables

Fresh vegetables revenues for the quarter ended
March 27, 2004 increased 13% to $200.1 million from
$176.9 million in the quarter ended March 22, 2003.
The increase was due to higher volumes in the Companys
North American packaged salads business, combined with favorable
pricing.

23



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##### Table of Contents



Fresh vegetables EBIT for the quarter ended
March 27, 2004 increased 35% to $22.6 million from
$16.7 million in the quarter ended March 22, 2003. The
increase in EBIT was primarily due to the same factors that
drove the increase in revenues, partially offset by the impact
of purchase accounting in the current quarter of
$1.1 million.

Packaged Foods

Packaged foods revenues for the quarter ended
March 27, 2004 increased 9% to $127.6 million from
$116.7 million in the quarter ended March 22, 2003.
The increase in revenues was primarily due to higher volumes of
canned pineapple in North America due in part to Easter
occurring two weeks earlier than in 2003. Higher volumes of
canned pineapple and pineapple concentrate in Europe and Asia
and new Fruit in Plastic Jars also contributed to the sales
growth. These increases were partially offset by higher
promotional spending, which is recorded as contra-revenue, as
well as the sale of Fabrica, a Honduran palm oil business, in
the third quarter of 2003. Fabrica revenues were approximately
$5.7 million in the quarter ended March 22, 2003.

EBIT in the packaged foods segment for the
quarter ended March 27, 2004 increased 12% to
$13 million from $11.7 million in the quarter ended
March 22, 2003. EBIT for the quarter increased primarily
due to the same factors that drove the increase in revenues, as
well as due to lower advertising costs. The increase was
partially offset by the impact of purchase accounting related
depreciation and amortization of approximately $1.6 million
and the sale of Fabrica. Fabrica EBIT was approximately $0.5 in
the quarter ended March 22, 2003.

Fresh-Cut Flowers

Fresh-cut flowers revenues for the quarter ended
March 27, 2004 increased 2% to $49.6 million from
$48.5 million in the quarter ended March 22, 2003. The
increase in revenues for the quarter ended March 27, 2004
was primarily attributable to higher pricing resulting from a
greater emphasis on the retail market, partially offset by
slightly lower volumes.

EBIT in the fresh-cut flowers segment for the
quarter ended March 27, 2004 decreased to $4.7 million
from $6.4 million in the quarter ended March 22, 2003.
The decrease in EBIT was due to higher product costs, partly
from higher labor costs, as well as higher distribution costs.

Corporate and Other

Corporate and other EBIT was a loss of
$12.8 million in the quarter ended March 27, 2004
compared to a loss of $11.5 million in the quarter ended
March 22, 2003. The change in EBIT for the quarter is
primarily due to lower interest income due to lower average cash
balances.

Liquidity and Capital Resources

In the quarter ended March 27, 2004, the
Company used cash flows in operating activities of
$32.2 million compared to cash flows generated by operating
activities of $1.8 million in the quarter ended
March 22, 2003. Cash used in operating activities in the
first quarter of 2004 is primarily a seasonal phenomenon,
resulting from significantly higher receivables at the end of
the first quarter compared to the prior year-end. The increase
in receivables is primarily due to higher revenues in March
versus December of each year.

The decline in cash generated from operating
activities of approximately $34 million, was primarily due
to the following: higher receivables associated with higher
sales, higher bond interest payments and bonus payments made
during the current quarter. In addition, the Company received an
income tax refund of $12.2 million in the first quarter of
2003.

Cash flows used in investing activities increased
to $13.9 million in the quarter ended March 27, 2004
from $2.5 million in the quarter ended March 22, 2003.
The increase is primarily due to the timing of capital
expenditures. Capital expenditures for full year 2004 are
expected to approximate that of 2003.

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Cash flows from financing activities increased to
$52.7 million in the quarter ended March 27, 2004
compared to cash flows used in financing activities of
$6.3 million in the quarter ended March 22, 2003. The
increase is primarily due to additional long-term debt
borrowings, mostly from the Companys revolving credit
facility in order to finance first quarter working capital
needs. In addition, the Company paid dividends of
$10 million in the first quarter of 2004 compared to
dividends paid of $8.4 million in the prior year.

As of March 27, 2004, the Company had
outstanding balances under its senior secured credit facilities
of approximately $388.8 million, consisting of a
$295 million term loan and $93.8 million outstanding
under revolving credit facilities. At March 27, 2004, the
Company had approximately $133.4 million available under
the $300 million revolving credit portion of the senior
secured credit facilities.

Provisions under the senior secured credit
facilities and the indentures to the Companys senior notes
and debentures require the Company to comply with certain
financial covenants. These covenants include financial
performance measures, such as minimum required interest coverage
ratios, minimum fixed charge coverage ratios, minimum quarterly
earnings and maximum permitted leverage ratios, as well as
limitations on, among other things, indebtedness, capital
expenditures, investments, loans to subsidiaries, employees and
third parties, the issuance of guarantees and the payment of
dividends. At March 27, 2004, the Company was in compliance
with all applicable covenants.

As of February 27, 2004, the Company
executed a fourth amendment to its senior secured revolving
credit facility agreement. Under the fourth amendment, HoldCo
transferred all of the outstanding capital stock of the Company
to a new intermediate holding company, Dole Holding Company,
LLC. The fourth amendment also permits Dole Holding Company, LLC
to issue up to $250 million of senior notes that would be
structurally subordinated to Doles existing senior notes
and debentures. The proceeds of any such senior note offerings
would be required to promptly be either: (a) contributed or
loaned to Dole Food Company, Inc. to repay its revolving loans
or for its other working capital or general corporate purposes,
or (b) loaned or dividended to DHM Holding Company, Inc.
for investment in a company formed by DHM Holding Company, Inc.
for the development, construction and operation of a wellbeing
center/hotel/spa/conference center/studio and reasonably related
extensions thereof. In addition, among other provisions, the
amendment permits the Company to pay dividends, subject to
certain restrictions, as defined in the amendment.

The Company believes that its existing cash
balance and available borrowings under the revolving credit
facility of $38.1 million and $133.4 million,
respectively, at March 27, 2004, together with its future
cash flow from operations and access to capital markets will
enable it to meet its working capital, capital expenditure, debt
maturity and other commitments and funding requirements. Factors
impacting the Companys cash flow from operations include
such items as commodity prices, interest rates and foreign
currency exchange rates, among other things, as set forth in the
Companys Form 10-K for the fiscal year ended
January 3, 2004 and in subsequent SEC filings.

Other Matters

Financial
Instruments:The Companys
foreign currency exchange forward contracts are denominated in
Japanese yen and euro and are designated as hedges under
Statement of Financial Accounting Standards No. 133
(FAS 133), Accounting for Derivative
Instruments and Hedging Activities. At March 27,
2004, the outstanding notional amount of the Companys euro
and Japanese yen foreign currency exchange forwards totaled
$159.6 million.

European Union
Quota:The European Union Commission
recently decided a separate banana import quota for the ten new
European Union (EU) member states scheduled to join
the EU in May 2004. The quota is below estimates of average
banana imports into these countries in recent years. The EU
Commission has determined the new licenses will be allocated
using a similar system as the quota for the 15 original EU
states. The Company does not expect that the outcome of this new
quota will have a material impact on its future results of
operations.

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##### Table of Contents



Subsequent Event:On
April 28, 2004, the Company entered into a definitive
agreement to acquire Wood Holdings, Inc. (JR Wood),
free of debt, for $162.5 million plus certain transaction
costs, in cash. JR Wood is a frozen fruit manufacturer and
processor located in Central California, with annual revenues of
approximately $140 million in 2003. It is anticipated that
the transaction will close in the Companys second quarter
of 2004 and will be included in the Companys packaged
foods segment. The Company anticipates financing the acquisition
through borrowings under its senior secured credit facilities.

Supplemental Financial Information

The following financial information has been
presented, as management believes that it is useful information
to some readers of the Companys condensed consolidated
financial statements (in thousands):

|                                                                    |  |           |           |            |  |   |           | 
|------------------------------------------------------------------- |  | --------- | --------- | ---------- |  | - | --------- | 
|                                                                    |  | March 27, |           | January 3,
|                                                                    |  | 2004      |           | 2004      
|                                                                    |  |           |           |           
|                                                                    |  | Successor |           | Successor 
|                                                                    |  |           |           |           
|Balance Sheet Data:                                                 |  |           |           |            |  |   |           | 
|Total working capital (current assets less
    current liabilities) |  | $         | 429,780   |            |  | $ | 279,356   | 
|Total assets                                                        |  | $         | 4,062,649 |            |  | $ | 3,987,884 | 
|Total debt                                                          |  | $         | 1,915,711 |            |  | $ | 1,851,100 | 
|Total shareholders equity                                          |  | $         | 505,291   |            |  | $ | 456,428   | 

|                              |  |               |         |             |  |   |         |  
|----------------------------- |  | ------------- | ------- | ----------- |  | - | ------- | -
|                              |  |              
|                              |  | Quarter Ended
|                              |  |              
|                              |  | March 27,     |         | March 22,  
|                              |  | 2004          |         | 2003       
|                              |  |               |         |            
|                              |  | Successor     |         | Predecessor
|(In thousands)                |  |               |         |            
|Other Financial Data:         |  |               |         |             |  |   |         |  
|Net income                    |  | $             | 60,834  |             |  | $ | 60,788  |  
|Interest expense              |  |               | 34,741  |             |  |   | 19,647  |  
|Income taxes                  |  |               | 13,173  |             |  |   | 13,100  |  
|Depreciation and amortization |  |               | 32,358  |             |  |   | 25,051  |  
|                              |  |               |         |             |  |   |         |  
|EBITDA                        |  | $             | 141,106 |             |  | $ | 118,586 |  
|EBITDA margin                 |  |               | 11.2    | %           |  |   | 11.1    | %
|Capital expenditures          |  | $             | 12,286  |             |  | $ | 4,235   |  

EBITDA is defined as earnings before
interest expense, income taxes, and depreciation and
amortization. EBITDA margin is defined as the ratio of EBITDA,
as defined, relative to net revenues. EBITDA is reconciled to
net income in the condensed consolidated financial statements in
the tables above. EBITDA and EBITDA margin fluctuated primarily
due to the same factors that impacted the changes in operating
income and segment EBIT discussed earlier.

The Company presents EBITDA and EBITDA margin
because management believes, similar to EBIT, EBITDA is a useful
performance measure for the Company. In addition, EBITDA is
presented because management believes it is frequently used by
securities analysts, investors and others in the evaluation of
companies, and because certain debt covenants on the
Companys recently issued Senior Notes are tied to EBITDA.
EBITDA and EBITDA margin should not be considered in isolation
from or as a substitute for net income, cash flows from
operating activities and other consolidated income or cash flow
statement data prepared in accordance with GAAP or as a measure
of profitability or liquidity. Additionally, the Companys
computation of EBITDA and EBITDA margin may not be comparable to
other similarly titled measures computed by other companies,
because all companies do not calculate EBITDA and EBITDA margin
in the same manner.

The impact of purchase accounting on first
quarter EBITDA was not significant as the majority of the first
quarter purchase accounting related expense of $5.4 million
is attributable to increased depreciation and amortization.

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This Managements Discussion and Analysis
contains forward-looking statements that involve a number of
risks and uncertainties. Forward-looking statements, which are
based on managements assumptions and describe the
Companys future plans, strategies and expectations, are
generally identifiable by the use of terms such as
anticipate, will, expect,
believe, should or similar expressions.
The potential risks and uncertainties that could cause the
Companys actual results to differ materially from those
expressed or implied herein include weather-related phenomena;
market responses to industry volume pressures; product and raw
materials supplies and pricing; electrical power supply and
pricing; changes in interest and currency exchange rates;
economic crises in developing countries; quotas, tariffs and
other governmental actions and international conflict.

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ITEM
3.     QUANTITATIVE AND
QUALITATIVE

DISCLOSURES ABOUT MARKET RISK


In the quarter ended March 27, 2004, no
material changes have occurred in the market risk disclosure
presented in the Companys Annual Report on Form 10-K
for the year ended January 3, 2004.



ITEM 4.     CONTROLS
AND PROCEDURES

An evaluation was carried out as of
March 27, 2004 under the supervision and with the
participation of Doles management, including our Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures, as
defined in Rule 15d-15(e) under the Securities Exchange Act
(Act). Based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that Doles
disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports we file
under the Act is recorded, processed, summarized and reported by
management of Dole on a timely basis in order to comply with
Doles disclosure obligations under the Act and the SEC
rules thereunder.

Changes in Internal Controls

There were no significant changes in Doles
internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation.



PART II.

OTHER INFORMATION


DOLE FOOD COMPANY, INC.






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

The Company is involved from time to time in
claims and legal actions incidental to its operations, both as
plaintiff and defendant. The Company has established what
management currently believes to be adequate reserves for
pending legal matters. These reserves are established as part of
an ongoing worldwide assessment of claims and legal actions that
takes into consideration such items as changes in the pending
case load (including resolved and new matters), opinions of
legal counsel, individual developments in court proceedings,
changes in the law, changes in business focus, changes in the
litigation environment, changes in opponent strategy and
tactics, new developments as a result of ongoing discovery, and
past experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.

A significant portion of the Companys legal
exposure relates to lawsuits pending in the United States and in
several foreign countries, alleging injury as a result of
exposure to the agricultural chemical DBCP
(1,2-dibromo-3-chloropropane). DBCP was manufactured by several
chemical companies including Dow and Shell and registered by the
U.S. government for use on food crops. The Company and
other growers applied DBCP on banana farms in Latin America and
the Philippines and on pineapple farms in Hawaii. Specific
periods of use varied among the different locations. The Company
halted all purchases of DBCP, including for use in foreign
countries, when the U.S. EPA cancelled the registration of
DBCP for use in the United States in 1979. That cancellation was
based in part on the apparent link between male sterility and
exposure to DBCP among factory workers producing the product in
1977, as well as early product testing done by the manufacturers
showing testicular effects on animals exposed to DBCP. To date,
there is no reliable evidence demonstrating that field
application of DBCP led to sterility among farm workers,
although that claim is made in the pending lawsuits. Nor is
there any reliable scientific evidence that DBCP causes any
other injuries in humans, although plaintiffs in the various
actions assert claims based on cancer, birth defects and other
general illnesses.

Currently there are 567 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Twelve of these lawsuits are currently pending in
various jurisdictions in the United States, with the

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remainder pending in Latin America and the
Philippines. In the United States, plaintiffs have twice moved
to re-open and remand to state court two previously dismissed
cases pursuant to the United States Supreme Courts
decision in Dole Food Company, Inc. v. Patrickson.
The first such motion was denied on March 15, 2004. Dole
has objected to the second motion, which is currently pending
before the court. Plaintiffs have also remanded five other cases
to state courts in Texas and Louisiana as a result of the
Patrickson decision. On January 16, 2004, a case pending in
the United States District Court for the District of Hawaii, in
which 351 plaintiffs were claiming various injuries as a result
of alleged air and water pollution, was resolved without a
material adverse effect on the Companys financial
condition or results of operations. Claimed damages in DBCP
cases worldwide total approximately $21.7 billion, with the
lawsuits in Nicaragua representing approximately 81% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.


In Nicaragua, 102 cases have been filed, with the
majority of the lawsuits brought pursuant to Law 364, an October
2000 Nicaraguan statute that contains substantive and procedural
provisions that Nicaraguas Attorney General formally
opined are unconstitutional. In October 2003, the Supreme Court
of Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional.

Seventeen cases are being actively litigated in
civil trial courts in Managua (8), Chinendega (7) and
Puerto Cabezas (2). In all of those cases, the Company has
sought or will seek to have the cases returned to the United
States pursuant to Law 364. Notwithstanding, the Chinendega
court denied the Companys request with respect to the
seven cases pending there; and the Managua court denied the
Companys request with respect to seven of the eight cases
pending there. The Companys request as to the eighth
Managua case is still pending. The Puerto Cabezas court has not
yet ruled on the Companys request with respect to the two
cases pending there. On February 25, 2004, the Managua
court entered a judgment against the Company, Dow and Shell in
one of the eight cases, awarding 58 of the 81 claimants
$82.9 million.

Nine of the seventeen cases had been consolidated
into one case before a civil trial court in Managua, with the
plaintiffs naming an entity denominated as Dole Food
Corporation Inc. as a defendant. The Company is aware of
no legal entity bearing that name, and the Company is certain
that no such legal entity is related to the Company. As a
result, the Company responded in those nine consolidated cases
on behalf of Dole Fresh Fruit Company, a subsidiary of the
Company, which has been named as a defendant in other pending
DBCP matters, including matters brought by Nicaraguan citizens.
The Company paid the $100,000 deposit to the Nicaraguan court,
as required under Law 364, to participate in that litigation. On
October 25, 2002, the Managua court issued a ruling that
Dole Fresh Fruit Company was not a party to the nine
consolidated cases. Thereafter, counsel for Dole Fresh Fruit
Company notified the Managua court that no legal entity known as
Dole Food Corporation Inc. exists and sought to
appear on behalf of Dole Food Company, Inc. and to ratify all
prior pleadings of Dole Fresh Fruit Company. On
November 25, 2002, the Managua court issued a ruling that
Dole Food Company, Inc. is not a defendant in the nine
consolidated cases. On December 13, 2002, the Managua court
entered a judgment in the aggregate amount of
$489.4 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical
Company, Standard Fruit and Vegetable Company and Dole
Food Corporation Inc. in the nine consolidated actions.
Because the Managua court had held that the Company was not a
defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and
Vegetable Company is a Texas corporation that is wholly
unrelated to the Company. On May 14, 2003, an action was
filed in Los Angeles County Superior Court against The Dow
Chemical Company, Shell Chemical Company, and Dole Food Company,
Inc. to enforce the Nicaraguan judgment. On July 18, 2003,
the Company filed a motion to dismiss the enforcement action on
the grounds that Dole Food Company, Inc. was not a party to the
judgment. On July 17, 2003, Dow and Shell filed a motion to
remove the enforcement action to the United States District
Court for the Central District of California. The Company
consented to that removal. On October 20, 2003, the United
States District Court for the Central District of California
dismissed with prejudice the enforcement action as to all of the
defendants, including Dole. The Court held that Dole Food
Company, Inc. was not a party in the Nicaraguan judgment. The
plaintiffs have appealed the District Courts dismissal to
the United States Court of Appeals for the Ninth Circuit. That
appeal is currently pending.

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##### Table of Contents



The Company believes that none of the Nicaraguan
civil trial courts judgments will be enforceable against
any Dole entity in the U.S. or in any other country,
because Nicaraguas Law 364 is unconstitutional and
violates international due process. Among other things, Law 364
is an improper special law directed at particular
parties, it requires defendants to pay large, non-refundable
deposits in order to participate in the litigation, it provides
a severely truncated procedural process, it establishes
irrebuttable presumptions of causation that are contrary to the
evidence and scientific data, and it sets unreasonable minimum
damages that must be awarded.

On December 23, 2003, the Company filed an
action in the United States District Court for the Central
District of California against 934 Nicaraguans. The complaint
seeks declaratory relief against the claimants in the eight
actions currently pending in the Managua civil trial court. The
Company seeks a determination that these actions lack merit and
that any judgment issued under Law 364 is unenforceable in the
United States on due process grounds. The complaint further
asserts federal RICO and state law fraud, abuse of process and
malicious prosecution claims against the claimants in the
enforcement action dismissed on October 20, 2003. A motion
to dismiss Doles complaint was filed on April 22,
2004.

On March 26, 2004, a lawsuit was filed in
the Superior Court for the County of Los Angeles against the
Company and various manufacturers of DBCP on behalf of 25
Nicaraguan banana workers, who allege that they were injured as
a result of exposure to DBCP and seeking unspecified damages.
Dole will be answering the complaint. As to this and all the
DBCP matters, the Company has denied liability and asserted
substantial defenses. Although no assurance can be given
concerning the outcome of these cases, in the opinion of
management, after consultation with legal counsel and based on
past experience defending and settling DBCP claims, the pending
lawsuits are not expected to have a material adverse effect on
the Companys financial condition or results of operations.






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits:

|        |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ----- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 10.9* |  |  | Fourth Amendment, dated as of February 27,
    2004, to Credit Agreement, dated as of March 28, 2003, by
    and among Dole and Solvest, Ltd., as borrowers, the Lenders from
    time to time party to the Credit Agreement, Deutsche Bank AG
    New York Branch, as Administrative Agent, The Bank of Nova
    Scotia and Banc of America Securities LLC, as Co-Syndication
    Agents, Fleet National Bank and Societe Generale, as
    Co-Documentation Agents and Deutsche Bank Securities Inc., The
    Bank of Nova Scotia and Banc of America Securities LLC, as Joint
    Lead Arrangers and Book Runners, the First Amendment, dated as
    of May 29, 2003, the Second Amendment, dated as of
    September 24, 2003 and the Third Amendment, dated as of
    November 21, 2003.
|        | 31.1* |  |  | Certification by the Chairman, President and
    Chief Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 31.2* |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 32.1 |  |  | Certification by the Chairman, President and
    Chief Executive Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 32.2 |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



---



|  |               
|- | --------------
|* | Filed herewith



|  |                   
|- | ------------------
| | Furnished herewith



|    |                     
|--- | --------------------
|(b) | Reports on Form 8-K:



| |                                                                               
| | ------------------------------------------------------------------------------
| | No reports on Form 8-K were filed during the
    quarter ended March 27, 2004.

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SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.

|            |  |                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|May 3, 2004 |  | DOLE FOOD COMPANY, INC.
    REGISTRANT                                                                                        
|           
|            |  | By: /s/ RICHARD J. DAHLRichard J. DahlSenior Vice President and
    Chief Financial Officer                                   
|           
|            |  | By: /s/ YOON J. HUGHYoon J. HughVice President, Controller and
    Chief Accounting Officer
    (Principal Accounting Officer)

31



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EXHIBIT INDEX

|        |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ----- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 10.9* |  |  | Fourth Amendment, dated as of February 27,
    2004, to Credit Agreement, dated as of March 28, 2003, by
    and among Dole and Solvest, Ltd., as borrowers, the Lenders from
    time to time party to the Credit Agreement, Deutsche Bank AG
    New York Branch, as Administrative Agent, The Bank of Nova
    Scotia and Banc of America Securities LLC, as Co-Syndication
    Agents, Fleet National Bank and Societe Generale, as
    Co-Documentation Agents and Deutsche Bank Securities Inc., The
    Bank of Nova Scotia and Banc of America Securities LLC, as Joint
    Lead Arrangers and Book Runners, the First Amendment, dated as
    of May 29, 2003, the Second Amendment, dated as of
    September 24, 2003 and the Third Amendment, dated as of
    November 21, 2003.
|        | 31.1* |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 31.2* |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 32.1 |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 32.2 |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



---



|  |               
|- | --------------
|* | Filed herewith



|  |                   
|- | ------------------
| | Furnished herewith

32