##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 19, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    Class

Shares Outstanding at July 29, 2010Common Stock, $0.001 Par Value

88,227,289




---



##### 



DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I

Financial InformationItem 1.

Financial Statements (Unaudited)Condensed Consolidated Statements of
    Operations  Quarters and Half Years Ended
    June 19, 2010 and June 20, 2009


3Condensed Consolidated Balance Sheets 
    June 19, 2010 and January 2, 2010


4Condensed Consolidated Statements of Cash
    Flows  Half Years Ended June 19, 2010 and
    June 20, 2009


5Condensed Consolidated Statements of
    Shareholders Equity  Half Years Ended
    June 19, 2010 and June 20, 2009


7Condensed Consolidated Statements of
    Comprehensive Income  Quarters and Half Years Ended
    June 19, 2010 and June 20, 2009


8Notes to Condensed Consolidated Financial
    Statements


9Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


36Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


46Item 4.

Controls and Procedures


46PART II

Other InformationItem 1.

Legal Proceedings


47Item 6.

Exhibits


47Signatures


48Exhibit Index


49Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


50Certification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


51Certification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


52Certification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


53   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)  Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands, except per share amounts)Revenues, net

$
1,741,522


$
1,714,722


$
3,347,396


$
3,311,312Cost of products sold


(1,540,722
)


(1,492,606
)


(2,974,389
)


(2,885,325
)Gross margin


200,800



222,116



373,007



425,987Selling, marketing and general and administrative expenses


(121,252
)


(113,944
)


(236,450
)


(211,350
)Gain on asset sales (Note 11)


950



159



2,921



16,793Operating income


80,498



108,331



139,478



231,430Other income (expense), net (Note 2)


(5,496
)


(33,046
)


(889
)


(11,094
)Interest income


1,516



1,500



3,118



3,136Interest expense


(37,138
)


(50,242
)


(78,188
)


(87,788
)Income from continuing operations before income taxes and equity
    earnings


39,380



26,543



63,519



135,684Income taxes


(9,067
)


(8,963
)


(12,242
)


(17,011
)Earnings from equity method investments


2,832



3,277



4,283



4,471Income from continuing operations


33,145



20,857



55,560



123,144Income from discontinued operations, net of income taxes


327



265



674



387Gain on disposal of discontinued operations, net of income taxes














1,308Net income


33,472



21,122



56,234



124,839Less: Net income attributable to noncontrolling interests


(1,151
)


(977
)


(1,760
)


(1,874
)Net income attributable to Dole Food Company, Inc.

$
32,321


$
20,145


$
54,474


$
122,965Earnings per share  Basic and Diluted (Note 14):Income from continuing operations

$
0.38


$
0.40


$
0.64


$
2.38Net income attributable to Dole Food Company, Inc.

$
0.37


$
0.39


$
0.62


$
2.38    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED BALANCE SHEETS(Unaudited)  June 19,


January 2,2010


2010(In thousands, except pershare data)ASSETSCash and cash equivalents

$
185,346


$
119,670Restricted deposits (Note 12)


24,180



Receivables, net of allowances of $43,474 and $51,380,
    respectively


811,693



726,157Inventories


691,232



718,191Prepaid expenses


71,322



68,665Deferred income tax assets


9,789



8,496Assets
    held-for-sale
    (Note 11)


91,093



96,020Total current assets


1,884,655



1,737,199Restricted deposits (Note 12)






23,290Investments


80,358



85,004Property, plant and equipment, net of accumulated depreciation
    of $1,102,323 and $1,069,299 respectively


941,476



962,247Goodwill


407,247



407,247Intangible assets, net


704,069



705,853Other assets, net


182,818



186,183Total assets

$
4,200,623


$
4,107,023LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
489,324


$
474,399Accrued liabilities


573,441



440,840Current portion of long-term debt


7,288



8,017Notes payable


43,582



37,308Total current liabilities


1,113,635



960,564Long-term debt


1,566,544



1,552,680Deferred income tax liabilities


203,089



204,567Other long-term liabilities


407,729



523,233Contingencies (Note 10)Shareholders equityPreferred stock  $0.001 par value;
    10,000 shares authorized, none issued or outstanding






Common stock  $0.001 par value;
    300,000 shares authorized, 88,227 and 88,233 shares
    issued and outstanding as of June 19, 2010 and
    January 2, 2010, respectively


88



88Additional paid-in capital


771,730



768,973Retained earnings


159,681



105,207Accumulated other comprehensive loss


(49,343
)


(35,293
)Equity attributable to Dole Food Company, Inc.


882,156



838,975Equity attributable to noncontrolling interests


27,470



27,004Total shareholders equity


909,626



865,979Total liabilities and shareholders equity

$
4,200,623


$
4,107,023    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)  Half Year EndedJune 19,


June 20,2010


2009(In thousands)Operating ActivitiesNet income

$
56,234


$
124,839Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


50,022



54,822Share-based compensation expense


2,757



Net (gains) losses on financial instruments


8,043



(966
)Asset write-offs and net gain on sale of assets


(5,071
)


(18,120
)Earnings from equity method investments


(4,283
)


(4,471
)Amortization of debt discounts and debt issuance costs


4,764



2,270Write-off of debt issuance costs


4,650



5,222Provision for deferred income taxes


(632
)


2,056Pension and other postretirement benefit plan expense


6,948



6,231Other


852



699Changes in operating assets and liabilities:Receivables


(66,064
)


(5,844
)Inventories


26,837



67,415Prepaid expenses and other assets


(324
)


(21,822
)Income taxes


(1,829
)


4,186Accounts payable


30,651



(8,551
)Accrued liabilities


(3,586
)


4,040Other long-term liabilities


(19,006
)


(2,692
)Cash flow provided by operating activities


90,963



209,314Investing ActivitiesCash received from sales of assets and businesses, net of cash
    disposed


18,784



59,308Capital expenditures


(31,823
)


(24,936
)Restricted deposits


(890
)


(6,070
)Other


(515
)


(49
)Cash flow (used in) provided by investing activities


(14,444
)


28,253Financing ActivitiesShort-term debt repayments, net of borrowings


(5,613
)


(754
)Long-term debt borrowings


923,218



843,281Long-term debt repayments


(906,222
)


(1,039,172
)Payment of debt issuance costs


(16,986
)


(18,103
)Payment of initial public offering costs


(957
)


Dividends paid to noncontrolling interests


(1,268
)


(4,955
)Cash flow used in financing activities


(7,828
)


(219,703
)Effect of foreign currency exchange rate changes on cash


(3,015
)


(774
)Increase in cash and cash equivalents


65,676



17,090Cash and cash equivalents at beginning of period


119,670



90,829Cash and cash equivalents at end of period

$
185,346


$
107,919  5




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS  Continued
    (Unaudited)
  Supplemental
    cash flow information
         6




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY(Unaudited)  Accumulated OtherComprehensive Income (Loss)Pension &








EquityCommon





Additional





Other


Cumulative


Unrealized


Attributable


TotalShares


Common


Paid-In


Retained


Postretirement


Translation


Gains (Losses)


to Noncontrolling


ShareholdersOutstanding


Stock


Capital


Earnings


Benefits


Adjustment


on Hedges


Interests


Equity(In thousands)Balance at January 3, 2009


51,710


$
51


$
409,630


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
30,259


$
433,159Net income














122,965















1,874



124,839Dividends paid






























(4,955
)


(4,955
)Unrealized foreign currency translation and hedging gains
    (losses), net of income taxes






















(2,386
)


852



(3
)


(1,537
)Reclassification of realized losses to net income


























4,007







4,007Change in employee benefit plans, net of income taxes


















(58
)














(58
)Balance at June 20, 2009


51,710


$
51


$
409,630


$
159,087


$
(41,018
)

$
24,801


$
(24,271
)

$
27,175


$
555,455Balance at January 2, 2010


88,233


$
88


$
768,973


$
105,207


$
(52,393
)

$
38,226


$
(21,126
)

$
27,004


$
865,979Net income














54,474















1,760



56,234Share-based compensation










2,757























2,757Cancellation of restricted stock


(6
)






























Dividends paid






























(1,268
)


(1,268
)Unrealized foreign currency translation and hedging gains
    (losses), net of income taxes






















(24,715
)


8,406



(26
)


(16,335
)Reclassification of realized losses to net income, net of income
    taxes


























2,259







2,259Balance at June 19, 2010


88,227


$
88


$
771,730


$
159,681


$
(52,393
)

$
13,511


$
(10,461
)

$
27,470


$
909,626    7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)  Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)Net income

$
33,472


$
21,122


$
56,234


$
124,839Unrealized foreign currency translation and hedging gains
    (losses), net of income taxes


(12,244
)


10,808



(16,335
)


(1,537
)Reclassification of realized losses to net income, net of income
    taxes


1,102



3,461



2,259



4,007Change in employee benefit plans, net of income taxes














(58
)Comprehensive income


22,330



35,391



42,158



127,251Less: Comprehensive income attributable to noncontrolling
    interests


(1,142
)


(990
)


(1,734
)


(1,871
)Comprehensive income attributable to Dole Food Company,
    Inc.

$
21,188


$
34,401


$
40,424


$
125,380    8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  NOTE 1 
    BASIS OF PRESENTATION
  Form 10-K (Form 10-K)
      NOTE 2 
    OTHER INCOME (EXPENSE), NET
    Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)Unrealized loss on cross currency swap

$
(10,713
)

$
(24,419
)

$
(14,301
)

$
(6,703
)Realized gain on cross currency swap


2,291



2,621



4,547



4,941Unrealized gain (loss) on foreign denominated borrowings


2,058



(4,177
)


7,467



1,361Realized gain on foreign denominated borrowings


1,102



44



1,102



1,216Foreign currency exchange gain (loss) on vessel obligation


(81
)


(7,405
)


5,093



(6,983
)Write-off of debt issuance costs










(4,650
)


(5,222
)Other


(153
)


290



(147
)


296Other income (expense), net

$
(5,496
)

$
(33,046
)

$
(889
)

$
(11,094
)     NOTE 3 
    DISCONTINUED OPERATIONS
   9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Quarter EndedJune 19,


June 20,2010


2009(In thousands)Revenues

$
415


$
401Income before income taxes

$
347


$
315Income taxes


(20
)


(50
)Income from discontinued operations, net of income taxes

$
327


$
265   Half Year EndedJune 19,


June 20,2010


2009(In thousands)Revenues

$
830


$
3,181Income before income taxes

$
701


$
474Income taxes


(27
)


(87
)Income from discontinued operations, net of income taxes

$
674


$
387Gain on disposal of discontinued operations, net of income taxes

$



$
1,308     NOTE 4 
    INCOME TAXES
    Interim Reporting Income
    Taxes
   10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    non-U.S. income
  Income Tax Audits:
  Internal Revenue Service Audit: 2002-2005
      NOTE 5 
    INVENTORIES
    June 19,


January 2,2010


2010(In thousands)Finished products

$
369,815


$
355,387Raw materials and work in progress


108,750



100,843Crop-growing costs


152,989



207,312Operating supplies and other


59,678



54,649$
691,232


$
718,191  11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 6 
    GOODWILL AND INTANGIBLE ASSETS
    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of January 2, 2010 and June 19, 2010

$
275,430


$
71,206


$
60,611


$
407,247     June 19,


January 2,2010


2010(In thousands)Amortized intangible assets:Customer relationships

$
39,631


$
39,631Other amortized intangible assets


1,937



2,12641,568



41,757Accumulated amortization  customer relationships


(25,736
)


(23,989
)Other accumulated amortization


(1,378
)


(1,530
)Accumulated amortization  intangible assets


(27,114
)


(25,519
)Amortized intangible assets, net


14,454



16,238Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
704,069


$
705,853       Fiscal Year

Amount2010

$
2,0392011

$
3,7902012

$
3,7902013

$
1,6112014

$
955    12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      NOTE 7 
    NOTES PAYABLE AND LONG-TERM DEBT
    June 19,


January 2,2010


2010(In thousands)Unsecured debt:8.875% notes due 2011

$



$
70,0008.75% debentures due 2013


155,000



155,000Secured debt:13.875% notes due 2014


227,437



227,4378% notes due 2016


315,000



315,000Asset-based revolving credit facility






Term loan facilities


836,100



739,216Contracts and notes, at a weighted-average interest rate of 6%
    in 2010 (6% in 2009) through 2014


8,596



9,349Capital lease obligations


58,541



65,065Notes payable, at a weighted-average interest rate of 5% in 2010
    (7.3% in 2009)


43,582



37,308Unamortized debt discount


(26,842
)


(20,370
)1,617,414



1,598,005Current maturities, net of unamortized debt discount


(50,870
)


(45,325
)$
1,566,544


$
1,552,680   Notes
    Payable
    2010
    Debt Refinancing
   13




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Term
    Loans and Revolving Credit Facility
      Covenants
       14




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Debt
    Discounts and Debt Issuance Costs
    Debt
    Fair
    Value of Debt
    June 19, 2010


January 2, 2010Carrying


Estimated


Carrying


EstimatedValues


Fair Values


Values


Fair Values(In thousands)Secured and unsecured notes and debentures

$
678,717


$
738,827


$
747,067


$
824,412Term loans


827,978



834,010



739,216



743,836    15




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 8 
    EMPLOYEE BENEFIT PLANS
    InternationalU.S. Pension Plans


Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedJune 19,


June 20,


June 19,


June 20,


June 19,


June 20,2010


2009


2010


2009


2010


2009(In thousands)Components of net periodic benefit cost:Service cost

$
45


$
38


$
1,281


$
1,361


$
19


$
52Interest cost


3,639



4,003



1,582



1,683



541



615Expected return on plan assets


(3,774
)


(3,898
)


(103
)


(98
)






Amortization of:Unrecognized net loss (gain)


888



54



108



138



(27
)


(119
)Unrecognized prior service cost (benefit)










81



77



(813
)


(797
)Unrecognized net transition obligation










6



11







$
798


$
197


$
2,955


$
3,172


$
(280
)

$
(249
)   InternationalU.S. Pension Plans


Pension Plans


OPRB PlansHalf Year Ended


Half Year Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,


June 19,


June 20,2010


2009


2010


2009


2010


2009(In thousands)Components of net periodic benefit cost:Service cost

$
90


$
76


$
2,562


$
2,720


$
37


$
104Interest cost


7,278



8,006



3,167



3,359



1,082



1,230Expected return on plan assets


(7,548
)


(7,796
)


(206
)


(196
)






Amortization of:Unrecognized net loss (gain)


1,776



108



216



276



(54
)


(238
)Unrecognized prior service cost (benefit)










162



154



(1,626
)


(1,594
)Unrecognized net transition obligation










12



22







$
1,596


$
394


$
5,913


$
6,335


$
(561
)

$
(498
)   NOTE 9 
    SEGMENT INFORMATION
     16




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)Revenues from external customers:Fresh fruit

$
1,223,438


$
1,221,433


$
2,346,401


$
2,343,415Fresh vegetables


268,869



258,087



499,395



491,529Packaged foods


249,061



234,892



501,304



475,742Corporate


154



310



296



626$
1,741,522


$
1,714,722


$
3,347,396


$
3,311,312   Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)EBIT:Fresh fruit

$
67,846


$
96,466


$
110,999


$
195,288Fresh vegetables


7,396



(3,509
)


17,886



12,964Packaged foods


24,815



23,998



53,829



45,888Total operating segments


100,057



116,955



182,714



254,140Corporate:Unrealized loss on cross currency swap


(10,713
)


(24,419
)


(14,301
)


(6,703
)Net unrealized gain (loss) on foreign denominated instruments


1,739



(3,957
)


6,465



1,581Operating and other expenses


(11,733
)


(8,517
)


(28,888
)


(21,075
)Corporate


(20,707
)


(36,893
)


(36,724
)


(26,197
)Interest expense


(37,138
)


(50,242
)


(78,188
)


(87,788
)Income taxes


(9,067
)


(8,963
)


(12,242
)


(17,011
)Income from continuing operations

$
33,145


$
20,857


$
55,560


$
123,144    17




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    June 19,


January 2,2010


2010(In thousands)Total assets:Fresh fruit

$
2,203,959


$
2,165,234Fresh vegetables


379,001



396,449Packaged foods


667,842



645,349Total operating segments


3,250,802



3,207,032Corporate


937,182



887,352Fresh-cut flowers  discontinued operation


12,639



12,639$
4,200,623


$
4,107,023   NOTE 10 
    CONTINGENCIES
            DBCP Cases:
 18




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
             19




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
         20




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        European
    Union Antitrust Inquiries  Northern and Southern
    Europe:
  Northern
    Europe
            Southern
    Europe
   21




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Honduran Tax Case:
  NOTE 11 
    ASSETS
    HELD-FOR-SALE
  Presentation of Financial
    Statements, held-for-sale.
  held-for-sale
  Fresh-CutFlowers -Fresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of January 2, 2010

$
76,317


$
3,850


$
3,214


$
12,639


$
96,020Additions


4,947















4,947Reclassification






(3,251
)










(3,251
)Sales


(6,623
)














(6,623
)Balance as of June 19, 2010

$
74,641


$
599


$
3,214


$
12,639


$
91,093   held-for-sale held-for-sale.
     22




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Fresh
    Fruit
  held-for-sale
  Fresh
    Vegetables
  held-for-sale
  Fresh-Cut
    Flowers  Discontinued Operation
  held-for-sale
  NOTE 12 
    DERIVATIVE FINANCIAL INSTRUMENTS
    Cash
    Flow Hedges
  Derivatives and Hedging
   23




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Interest
    Rate Swap, Cross Currency Swap and Restricted
    Deposits
            Derivative Assets (Liabilities)Average Strike

Notional


Balance Sheet

FairPrice

Amount


Classification

Value(In thousands)Derivatives designated as cash flow hedging instruments:Foreign currency hedges (buy/sell):U.S. dollar/Japanese yen

JPY 93.2

$
308,735


Accrued liabilities

$
(7,838
)U.S. dollar/Euro

$1.37/EUR


115,112


Receivables, net


10,992U.S. dollar/Canadian dollar

CAD 1.10


14,300


Accrued liabilities


(482
)Chilean peso/U.S. dollar

CLP 530


7,685


Accrued liabilities


(84
)Philippine peso/U.S. dollar

PHP 47.2


48,969


Receivables, net


1,055Total derivatives designated as cash flow hedging instruments










3,643Derivatives not designated as hedging instruments:Foreign currency hedges (buy/sell):U.S. dollar/Swedish krona

SEK 7.9


1,952


Accrued liabilities


(47
)South African rand/U.S. dollar

ZAR 8


7,277


Accrued liabilities


(22
)Cross currency swap




320,000


Receivables, net


1,637Cross currency swap







Accrued liabilities


(77,478
)Interest rate swap




320,000


Accrued liabilities


(18,221
)Bunker fuel hedges

$440


86,590


Accrued liabilities


(302
)(per metric ton)


(metric tons
)Total derivatives not designated as hedging instruments










(94,433
)Total









$
(90,790
)  24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Gains (Losses)Recognized in Incomedue to HedgeIneffectivenessGains (Losses)


or Amounts ExcludedGains (Losses) Recognized in




Reclassified


from EffectivenessAOCI During




Into Income


TestingQuarter Ended




Quarter Ended


Quarter EndedJune 19,


June 20,


Income Statement

June 19,


June 20,


June 19,


June 20,2010


2009


Classification

2010


2009


2010


2009(In thousands)Derivatives designated as cash flow hedging instruments:Interest rate swap

$



$
431


Interest expense

$
(3,883
)

$
(3,461
)

$



$
Foreign currency hedges


(382
)





Cost of products sold


2,755







(166
)


   Gains (Losses)Recognized in Incomedue to HedgeIneffectivenessGains Recognized in




Gains (Losses)


or Amounts ExcludedAOCI During




Reclassified


from EffectivenessHalf Year




into Income


TestingEnded




Half Year Ended


Half Year EndedJune 19,


June 20,


Income Statement

June 19,


June 20,


June 19,


June 20,2010


2009


Classification

2010


2009


2010


2009(In thousands)Derivatives designated as cash flow hedging instruments:Interest rate swap

$
680


$
852


Interest expense

$
(5,040
)

$
(4,007
)

$



$
Foreign currency hedges


7,560






Cost of products sold


2,755







(268
)


    25




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Quarter EndedUnrealized Gains


Realized Gains(Losses)


(Losses)Income Statement

June 19,


June 20,


June 19,


June 20,Classification

2010


2009


2010


2009(In thousands)Derivatives not designated as hedging instruments:Foreign currency exchange contracts

Cost of products sold

$
(140
)

$
(2,011
)

$
19


$
1,049Bunker fuel contracts

Cost of products sold


(714
)


3,101



81



(250
)Cross currency swap

Other income (expense), net


(10,713
)


(24,419
)


2,291



2,621Interest rate swap

Interest expense


3,627







(4,188
)


Total



$
(7,940
)

$
(23,329
)

$
(1,797
)

$
3,420   Half Year EndedUnrealized Gains


Realized Gains(Losses)


(Losses)Income Statement

June 19,


June 20,


June 19,


June 20,Classification

2010


2009


2010


2009(In thousands)Derivatives not designated as hedging instruments:Foreign currency exchange contracts

Cost of products sold

$
(69
)

$
7,491


$
(18
)

$
1,295Bunker fuel contracts

Cost of products sold


(807
)


6,342



85



(2,784
)Cross currency swap

Other income (expense), net


(14,301
)


(6,703
)


4,547



4,941Interest rate swap

Interest expense


4,747







(4,188
)


Total



$
(10,430
)

$
7,130


$
426


$
3,452   NOTE 13 
    FAIR VALUE MEASUREMENTS
    Fair Value
    Measurements and Disclosures
   26




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        June 19, 2010


January 2, 2010Fair Value





Fair ValueMeasurements Using





Measurements UsingSignificant





SignificantOther Observable





Other ObservableInputs





InputsTotal


(Level 2)


Total


(Level 2)(In thousands)Assets and Liabilities Measured on a Recurring BasisAssets:Foreign currency exchange contracts

$
12,047


$
12,047


$
2,738


$
2,738Bunker fuel contracts










505



505$
12,047


$
12,047


$
3,243


$
3,243Liabilities:Foreign currency exchange contracts

$
8,473


$
8,473


$
247


$
247Bunker fuel contracts


302



302







Interest rate swap


18,221



18,221



20,560



20,560Cross currency swap, net


75,841



75,841



61,540



61,540$
102,837


$
102,837


$
82,347


$
82,347      27




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Credit
    Risk
    NOTE 14 
    EARNINGS PER SHARE
  Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands, except per share amounts)Income from continuing operations

$
33,145


$
20,857


$
55,560


$
123,144Income from discontinued operations


327



265



674



387Gain on disposal of discontinued operations














1,308Less: Net income attributable to noncontrolling interests


(1,151
)


(977
)


(1,760
)


(1,874
)Net income attributable to Dole Food Company, Inc.

$
32,321


$
20,145


$
54,474


$
122,965Weighted average common shares outstanding  Basic


87,425



51,710



87,425



51,710Diluted effects of stock incentive plan


19







26



Weighted average common shares outstanding  Diluted


87,444



51,710



87,451



51,710Earnings Per Share  BasicIncome from continuing operations

$
0.38


$
0.40


$
0.64


$
2.38Income from discontinued operations






0.01







0.01Gain on disposal of discontinued operations














0.03Less: Net income attributable to noncontrolling interests


(0.01
)


(0.02
)


(0.02
)


(0.04
)Net income attributable to Dole Food Company, Inc.

$
0.37


$
0.39


$
0.62


$
2.38Earnings Per Share  DilutedIncome from continuing operations

$
0.38


$
0.40


$
0.64


$
2.38Income from discontinued operations






0.01







0.01Gain on disposal of discontinued operations














0.03Less: Net income attributable to noncontrolling interests


(0.01
)


(0.02
)


(0.02
)


(0.04
)Net income attributable to Dole Food Company, Inc.

$
0.37


$
0.39


$
0.62


$
2.38  28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 15 
    SHARE-BASED COMPENSATION
    NOTE 16 
    SUBSEQUENT EVENT
    NOTE 17 
    GUARANTOR FINANCIAL INFORMATION
       29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended June 19, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
21,627


$
750,192


$
1,323,716


$
(354,013
)

$
1,741,522Cost of products sold


(18,681
)


(664,831
)


(1,208,100
)


350,890



(1,540,722
)Gross margin


2,946



85,361



115,616



(3,123
)


200,800Selling, marketing and general and administrative expenses


(16,303
)


(50,330
)


(57,742
)


3,123



(121,252
)Gain on asset sales


154







796







950Operating income (loss)


(13,203
)


35,031



58,670







80,498Equity in subsidiary income


63,666



33,984







(97,650
)


Other income (expense), net


(396
)






(5,100
)






(5,496
)Interest income


292



59



1,165







1,516Interest expense


(22,770
)


(26
)


(14,342
)






(37,138
)Income from continuing operations before income taxes and equity
    earnings


27,589



69,048



40,393



(97,650
)


39,380Income taxes


4,732



(5,856
)


(7,943
)






(9,067
)Earnings from equity method investments






42



2,790







2,832Income from continuing operations


32,321



63,234



35,240



(97,650
)


33,145Income from discontinued operations, net of income taxes










327







327Net income


32,321



63,234



35,567



(97,650
)


33,472Less: Net income attributable to noncontrolling interests










(1,151
)






(1,151
)Net income attributable to Dole Food Company, Inc.

$
32,321


$
63,234


$
34,416


$
(97,650
)

$
32,321   For the
    Quarter Ended June 20, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
16,445


$
741,287


$
1,304,894


$
(347,904
)

$
1,714,722Cost of products sold


(13,852
)


(669,486
)


(1,154,323
)


345,055



(1,492,606
)Gross margin


2,593



71,801



150,571



(2,849
)


222,116Selling, marketing and general and administrative expenses


(13,115
)


(44,950
)


(58,728
)


2,849



(113,944
)Gain on asset sales






159











159Operating income (loss)


(10,522
)


27,010



91,843







108,331Equity in subsidiary income


50,400



32,275







(82,675
)


Other income (expense), net


137







(33,183
)






(33,046
)Interest income


279



35



1,186







1,500Interest expense


(31,132
)


(25
)


(19,085
)






(50,242
)Income from continuing operations before income taxes and equity
    earnings


9,162



59,295



40,761



(82,675
)


26,543Income taxes


10,982



(9,324
)


(10,621
)






(8,963
)Earnings from equity method investments


1



(27
)


3,303







3,277Income from continuing operations


20,145



49,944



33,443



(82,675
)


20,857Income from discontinued operations, net of income taxes










265







265Net income


20,145



49,944



33,708



(82,675
)


21,122Less: Net income attributable to noncontrolling interests










(977
)






(977
)Net income attributable to Dole Food Company, Inc.

$
20,145


$
49,944


$
32,731


$
(82,675
)

$
20,145  30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Half Year Ended June 19, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
40,123


$
1,480,471


$
2,512,088


$
(685,286
)

$
3,347,396Cost of products sold


(33,470
)


(1,298,045
)


(2,322,113
)


679,239



(2,974,389
)Gross margin


6,653



182,426



189,975



(6,047
)


373,007Selling, marketing and general and administrative expenses


(33,188
)


(100,574
)


(108,735
)


6,047



(236,450
)Gain on asset sales


580







2,341







2,921Operating income (loss)


(25,955
)


81,852



83,581







139,478Equity in subsidiary income


116,060



44,365







(160,425
)


Other income (expense), net


(1,825
)






936







(889
)Interest income


565



178



2,375







3,118Interest expense


(47,608
)


(53
)


(30,527
)






(78,188
)Income from continuing operations before income taxes and equity
    earnings


41,237



126,342



56,365



(160,425
)


63,519Income taxes


13,237



(11,383
)


(14,096
)






(12,242
)Earnings from equity method investments






337



3,946







4,283Income from continuing operations


54,474



115,296



46,215



(160,425
)


55,560Income from discontinued operations, net of income taxes










674







674Net income


54,474



115,296



46,889



(160,425
)


56,234Less: Net income attributable to noncontrolling interests










(1,760
)






(1,760
)Net income attributable to Dole Food Company, Inc.

$
54,474


$
115,296


$
45,129


$
(160,425
)

$
54,474   For the
    Half Year Ended June 20, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
31,596


$
1,460,930


$
2,497,605


$
(678,819
)

$
3,311,312Cost of products sold


(27,540
)


(1,308,632
)


(2,222,408
)


673,255



(2,885,325
)Gross margin


4,056



152,298



275,197



(5,564
)


425,987Selling, marketing and general and administrative expenses


(24,057
)


(85,477
)


(107,380
)


5,564



(211,350
)Gain on asset sales






10,093



6,700







16,793Operating income (loss)


(20,001
)


76,914



174,517







231,430Equity in subsidiary income


181,002



118,749







(299,751
)


Other income (expense), net


(441
)






(10,653
)






(11,094
)Interest income


535



68



2,533







3,136Interest expense


(56,981
)


(57
)


(30,750
)






(87,788
)Income from continuing operations before income taxes and equity
    earnings


104,114



195,674



135,647



(299,751
)


135,684Income taxes


18,852



(15,716
)


(20,147
)






(17,011
)Earnings from equity method investments


(1
)


166



4,306







4,471Income from continuing operations


122,965



180,124



119,806



(299,751
)


123,144Income from discontinued operations, net of income taxes










387







387Gain on disposal of discontinued operations, net of income taxes










1,308







1,308Net income


122,965



180,124



121,501



(299,751
)


124,839Less: Net income attributable to noncontrolling interests










(1,874
)






(1,874
)Net income attributable to Dole Food Company, Inc.

$
122,965


$
180,124


$
119,627


$
(299,751
)

$
122,965  31




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of June 19, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
63,462


$



$
122,507


$
(623
)

$
185,346Restricted deposits










24,180







24,180Receivables, net of allowances


516,293



126,404



569,112



(400,116
)


811,693Inventories


7,666



248,368



435,198







691,232Prepaid expenses


7,976



8,006



55,340







71,322Deferred income tax assets


6,938



21,369







(18,518
)


9,789Assets
    held-for-sale


76,704



3,813



10,576







91,093Total current assets


679,039



407,960



1,216,913



(419,257
)


1,884,655Investments


2,496,742



1,907,276



78,242



(4,401,902
)


80,358Property, plant and equipment, net


156,324



265,721



519,431







941,476Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



13,022



1,432







704,069Other assets, net


62,509



18,377



116,383



(14,451
)


182,818Total assets

$
4,084,229


$
2,744,174


$
2,207,830,


$
(4,835,610
)

$
4,200,623LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
4,529


$
518,441


$
367,093


$
(400,739
)

$
489,324Accrued liabilities


83,771



203,511



286,159







573,441Current portion of long-term debt


(1,575
)


280



8,583







7,288Deferred income tax liabilities










18,518



(18,518
)


Notes payable










43,582







43,582Total current liabilities


86,725



722,232



723,935



(419,257
)


1,113,635Intercompany payables (receivables)


1,689,329



(498,313
)


(1,191,016
)






Long-term debt


917,903



3,082



645,559







1,566,544Deferred income tax liabilities


217,540











(14,451
)


203,089Other long-term liabilities


290,578



19,983



97,168







407,729Equity attributable to Dole Food Company, Inc.


882,154



2,497,190



1,904,714



(4,401,902
)


882,156Equity attributable to noncontrolling interests










27,470







27,470Total shareholders equity


882,154



2,497,190



1,932,184



(4,401,902
)


909,626Total liabilities and shareholders equity

$
4,084,229


$
2,744,174


$
2,207,830


$
(4,835,610
)

$
4,200,623  32




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of January 2, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
20,913


$
2,118


$
96,639


$



$
119,670Receivables, net of allowances


499,542



130,114



496,617



(400,116
)


726,157Inventories


6,954



284,247



426,990







718,191Prepaid expenses


6,955



9,449



52,261







68,665Deferred income tax assets


6,940



20,831







(19,275
)


8,496Assets
    held-for-sale


72,623



7,064



16,333







96,020Total current assets


613,927



453,823



1,088,840



(419,391
)


1,737,199Restricted deposits










23,290







23,290Investments


2,402,350



1,959,795



84,516



(4,361,657
)


85,004Property, plant and equipment, net


161,847



258,970



541,430







962,247Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



14,729



1,509







705,853Other assets, net


66,680



18,684



115,740



(14,921
)


186,183Total assets

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,152


$
531,244


$
357,394


$
(419,391
)

$
474,399Accrued liabilities


71,533



199,981



169,326







440,840Current portion of long-term debt


(1,781
)


269



9,529







8,017Notes payable










37,308







37,308Total current liabilities


74,904



731,494



573,557



(419,391
)


960,564Intercompany payables (receivables)


1,559,112



(320,925
)


(1,238,187
)






Long-term debt


922,754



3,224



626,702







1,552,680Deferred income tax liabilities


219,488











(14,921
)


204,567Other long-term liabilities


319,186



21,023



183,024







523,233Equity attributable to Dole Food Company, Inc.


838,975



2,403,003



1,958,654



(4,361,657
)


838,975Equity attributable to noncontrolling interests










27,004







27,004Total shareholders equity


838,975



2,403,003



1,985,658



(4,361,657
)


865,979Total liabilities and shareholders equity

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023  33




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 19, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESCash flow provided by operating activities

$
59,393


$
20,072


$
12,121


$
(623
)

$
90,963INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed


1,514



74



17,196







18,784Capital expenditures


(199
)


(15,500
)


(16,124
)






(31,823
)Restricted deposits










(890
)






(890
)Other


(515
)














(515
)Cash flow provided by (used in) investing activities


800



(15,426
)


182







(14,444
)FINANCING ACTIVITIESShort-term debt repayments, net of borrowings


(195
)


(6,632
)


1,214







(5,613
)Long-term debt borrowings


329,100







594,118







923,218Long-term debt repayments


(335,506
)


(132
)


(570,584
)






(906,222
)Payment of debt issuance costs


(10,086
)






(6,900
)






(16,986
)Payment of initial public offering costs


(957
)














(957
)Dividends paid to noncontrolling interests










(1,268
)






(1,268
)Cash flow provided by (used in) financing activities


(17,644
)


(6,764
)


16,580







(7,828
)Effect of foreign currency exchange rate changes on cash










(3,015
)






(3,015
)Increase (decrease) in cash and cash equivalents


42,549



(2,118
)


25,868



(623
)


65,676Cash and cash equivalents at beginning of period


20,913



2,118



96,639







119,670Cash and cash equivalents at end of period

$
63,462


$



$
122,507


$
(623
)

$
185,346  34




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 20, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESCash flow provided by (used in) operating activities

$
202,273


$
(49,388
)

$
45,583


$
10,846


$
209,314INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed






46,512



12,796







59,308Capital expenditures


(1,525
)


(5,128
)


(18,283
)






(24,936
)Restricted deposits










(6,070
)






(6,070
)Other


(49
)














(49
)Cash flow provided by (used in) investing activities


(1,574
)


41,384



(11,557
)






28,253FINANCING ACTIVITIESShort-term debt repayments, net of borrowings


620



8,026



(9,400
)






(754
)Long-term debt borrowings


842,964







317







843,281Long-term debt repayments


(1,031,678
)


(22
)


(7,472
)






(1,039,172
)Payment of debt issuance costs


(13,260
)






(4,843
)






(18,103
)Dividends paid to noncontrolling interests










(4,955
)






(4,955
)Cash flow provided by (used in) financing activities


(201,354
)


8,004



(26,353
)






(219,703
)Effect of foreign currency exchange rate changes on cash










(774
)






(774
)Increase (decrease) in cash and cash equivalents


(655
)






6,899



10,846



17,090Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
16,156


$



$
92,359


$
(596
)

$
107,919  35




---



##### Table of Contents



Item 2.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION
    AND RESULTS OF OPERATIONS
  Form 10-K
  Overview
    
    Revenue for the second quarter of 2010 increased in all three of
    Doles segments, with our packaged foods segment rising 6%
    on higher worldwide volumes, and fresh vegetables increasing 4%
    on better pricing for fresh-packed vegetables, and higher
    volumes in packaged salads.
    Operating income for the second quarter of 2010 was
    $80.5 million compared to $108.3 million in the second
    quarter of 2009, a decrease of 26%. Earnings decreased as a
    result of lower performance in our fresh fruit segment,
    partially offset by strong results from both our packaged foods
    and fresh vegetables segments.  
    Fresh fruit earnings decreased $28.6 million in the second
    quarter of 2010 due to lower banana earnings worldwide primarily
    as a result of higher fruit costs from our Latin American
    sourcing operations as well as lower local pricing in Asia.
    Earnings in our Chilean deciduous fruit operations increased as
    a result of favorable pricing.
    Packaged foods earnings increased 3% to $24.8 million in
    the second quarter due to improved pricing and volumes worldwide
    in concentrate sales particularly in Europe, and lower product
    costs in our North America frozen fruit operations.
    Fresh vegetables earnings increased $10.9 million in the
    second quarter of 2010, primarily due to improved pricing for
    iceberg lettuce, celery, strawberries and packaged salads, as
    well as lower costs in our packaged salads business.  
    During the first half of 2010, we reduced our net debt by
    $46 million. Net debt is defined as total debt less cash
    and cash equivalents. We ended the second quarter of 2010 with
    $185 million of cash and cash equivalents.
    During the third quarter of 2010, Dole, as plaintiff, settled a
    dispute for $30 million that was the subject of an
    arbitration proceeding. The dispute involved faulty manufactured
    refrigerated containers sold to Dole. The settlement payment was
    received during the third quarter of 2010 and it will be
    included in income in Doles third quarter 2010 operating
    results.
    On July 15, 2010, the Los Angeles Superior Court dismissed
    Tellez v. Dole, the last remaining lawsuit brought
    in the United States by Nicaraguan plaintiffs claiming to have
    been banana workers on Dole-contracted farms in Nicaragua during
    the 1970s. The dismissal came as a result of the Courts
    finding that plaintiffs and their representatives engaged in
    blatant fraud, witness tampering, and active
    manipulation. In dismissing this lawsuit, the Court
    vacated the earlier $1.58 million judgment against Dole in
    favor of four of the 12 plaintiffs claiming sterility from DBCP
    exposure while allegedly working on Dole-contracted farms. 36




---



##### Table of Contents



Non-GAAP Financial
    Measures
    Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)Net income

$
33,472


$
21,122


$
56,234


$
124,839Income from discontinued operations, net of income taxes


(327
)


(265
)


(674
)


(387
)Gain on disposal of discontinued operations, net of income taxes














(1,308
)Interest expense


37,138



50,242



78,188



87,788Income taxes


9,067



8,963



12,242



17,011EBIT


79,350



80,062



145,990



227,943Depreciation and amortization


23,755



27,893



50,022



54,822Net unrealized (gain) loss on derivative instruments


11,858



23,329



15,637



(7,130
)Foreign currency exchange (gain) loss on vessel obligations


81



7,405



(5,093
)


6,983Net unrealized (gain) loss on foreign denominated instruments


(1,386
)


3,975



(5,998
)


(1,361
)Gain on asset sales


(950
)


(159
)


(2,921
)


(16,793
)Adjusted EBITDA

$
112,708


$
142,505


$
197,637


$
264,464        37




---



##### Table of Contents



Results
    of Operations
    Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)Revenues, net

$
1,741,522


$
1,714,722


$
3,347,396


$
3,311,312Operating income


80,498



108,331



139,478



231,430Other income (expense), net


(5,496
)


(33,046
)


(889
)


(11,094
)Interest expense


(37,138
)


(50,242
)


(78,188
)


(87,788
)Income taxes


(9,067
)


(8,963
)


(12,242
)


(17,011
)Net income


33,472



21,122



56,234



124,839Less: Net income attributable to noncontrolling interests


(1,151
)


(977
)


(1,760
)


(1,874
)Net income attributable to Dole Food Company, Inc.


32,321



20,145



54,474



122,965   Revenues
      Operating
    Income
   38




---



##### Table of Contents



Other
    Income (Expense), Net
      Interest
    Expense
    Income
    Taxes
     39




---



##### Table of Contents



Interim Reporting Income
    Taxes
    Segment
    Results of Operations
        Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)Revenues from external customers:Fresh fruit

$
1,223,438


$
1,221,433


$
2,346,401


$
2,343,415Fresh vegetables


268,869



258,087



499,395



491,529Packaged foods


249,061



234,892



501,304



475,742Corporate


154



310



296



626$
1,741,522


$
1,714,722


$
3,347,396


$
3,311,312   Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)EBIT:Fresh fruit

$
67,846


$
96,466


$
110,999


$
195,288Fresh vegetables


7,396



(3,509
)


17,886



12,964Packaged foods


24,815



23,998



53,829



45,888Total operating segments


100,057



116,955



182,714



254,140Corporate:Unrealized loss on cross currency swap


(10,713
)


(24,419
)


(14,301
)


(6,703
)Net unrealized gain (loss) on foreign denominated instruments


1,739



(3,957
)


6,465



1,581Operating and other expenses


(11,733
)


(8,517
)


(28,888
)


(21,075
)Corporate


(20,707
)


(36,893
)


(36,724
)


(26,197
)Interest expense


(37,138
)


(50,242
)


(78,188
)


(87,788
)Income taxes


(9,067
)


(8,963
)


(12,242
)


(17,011
)Income from continuing operations

$
33,145


$
20,857


$
55,560


$
123,144  40




---



##### Table of Contents



Fresh
    Fruit
        Quarter Ended


Half Year EndedJune 19,


June 20,


June 19,


June 20,2010


2009


2010


2009(In thousands)Fresh fruit products

$
68,772


$
103,145


$
105,020


$
182,456Unrealized gain (loss) on foreign currency and fuel hedges


(1,473
)


744



(1,543
)


13,335Foreign currency exchange gain (loss) on vessel obligations


(81
)


(7,405
)


5,093



(6,983
)Net unrealized gain (loss) on foreign denominated instruments


(322
)


(18
)


(492
)


(220
)Gains on asset sales


950







2,921



6,700Total Fresh fruit EBIT

$
67,846


$
96,466


$
110,999


$
195,288      41




---



##### Table of Contents



Fresh
    Vegetables
      Packaged
    Foods
  ®
    Corporate
   42




---



##### Table of Contents



Discontinued
    Operations
    Liquidity
    and Capital Resources
               43




---



##### Table of Contents



Other
    Matters
  Recently Issued and Adopted Accounting
    Pronouncements:
  European Union (EU) Banana Import
    Regime:
             44




---



##### Table of Contents



Derivative Instruments and Hedging
    Activities:
  Derivatives and Hedging
      Quarter Ended June 19, 2010


Quarter Ended June 20, 2009Foreign


Bunker


Cross


Interest





Foreign


Bunker


CrossCurrency


Fuel


Currency


Rate





Currency


Fuel


CurrencyHedges


Hedges


Swap


Swap


Total


Hedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(759
)

$
(714
)

$



$



$
(1,473
)

$
(2,357
)

$
3,101


$



$
744Packaged foods


328















328



346











346Corporate










(10,713
)


3,627



(7,086
)










(24,419
)


(24,419
)$
(431
)

$
(714
)

$
(10,713
)

$
3,627


$
(8,231
)

$
(2,011
)

$
3,101


$
(24,419
)

$
(23,329
)   Half Year Ended June 19, 2010


Half Year Ended June 20, 2009Foreign


Bunker


Cross


Interest





Foreign


Bunker


CrossCurrency


Fuel


Currency


Rate





Currency


Fuel


CurrencyHedges


Hedges


Swap


Swap


Total


Hedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(736
)

$
(807
)

$



$



$
(1,543
)

$
6,993


$
6,342


$



$
13,335Packaged foods


207















207



498











498Corporate










(14,301
)


4,747



(9,554
)










(6,703
)


(6,703
)$
(529
)

$
(807
)

$
(14,301
)

$
4,747


$
(10,890
)

$
7,491


$
6,342


$
(6,703
)

$
7,130  45




---



##### Table of Contents



Item 3.
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
  Form 10-K
  Item 4.
    CONTROLS AND PROCEDURES
  Rule 13a-15(e) Rule 15d-15(e)
 46




---



##### Table of Contents



PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.  Item 1.
    Legal
    Proceedings    Item 6.
    Exhibits  ExhibitNumber31
.1*

Certification by the Chief Executive Officer pursuant to Section
    302 of the Sarbanes-Oxley Act31
.2*

Certification by the Chief Financial Officer pursuant to Section
    302 of the Sarbanes-Oxley Act32
.1

Certification by the Chief Executive Officer pursuant to Section
    906 of the Sarbanes-Oxley Act32
.2

Certification by the Chief Financial Officer pursuant to Section
    906 of the Sarbanes-Oxley Act     *
    
    Filed herewith
    
    Furnished herewith 47




---



##### Table of Contents



SIGNATURES    
  By:
    /s/  Joseph
    S. Tesoriero   Executive Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh   Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
   48




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber31
.1*

Certification by the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes- Oxley Act.31
.2*

Certification by the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act.32
.1

Certification by the Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.32
.2

Certification by the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Filed herewith
    
    Furnished herewith 49