##### Table of Contents



UNITED STATES 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 1934For the quarterly period ended
    October 9, 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
  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 November 19, 2010Common Stock, $0.001 Par Value

88,217,622




---



##### 



DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I

Financial InformationItem 1.

Financial Statements (Unaudited)Condensed Consolidated Statements of Operations 
    Quarters and Three Quarters Ended October 9, 2010 and
    October 10, 2009


3Condensed Consolidated Balance Sheets 
    October 9, 2010 and January 2, 2010


4Condensed Consolidated Statements of Cash Flows 
    Three Quarters Ended October 9, 2010 and October 10,
    2009


5Condensed Consolidated Statements of Shareholders
    Equity  Three Quarters Ended October 9, 2010 and
    October 10, 2009


7Condensed Consolidated Statements of Comprehensive
    Income  Quarters and Three Quarters Ended
    October 9, 2010 and October 10, 2009


8Notes to Condensed Consolidated Financial Statements


9Item 2.

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


38Item 3.

Quantitative and Qualitative Disclosures About Market Risk


49Item 4.

Controls and Procedures


49PART II

Other InformationItem 1.

Legal Proceedings


50Item 6.

Exhibits


50Signatures


51Exhibit Index


52Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


53Certification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


54Certification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


55Certification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


56EX-31.1EX-31.2EX-32.1EX-32.2   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


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


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

$
1,988,571


$
1,938,173


$
5,335,967


$
5,249,485Cost of products sold


(1,789,085
)


(1,761,371
)


(4,763,474
)


(4,646,696
)Gross margin


199,486



176,802



572,493



602,789Selling, marketing and general and administrative expenses


(137,712
)


(148,979
)


(372,792
)


(360,329
)Charges for restructuring and long-term receivables (Note 6)


(23,518
)






(24,888
)


Gain on arbitration settlement, net (Note 11)


27,271







27,271



Gain on asset sales (Note 12)






16,359



2,921



33,152Operating income


65,527



44,182



205,005



275,612Other income (expense), net (Note 2)


(61,994
)


(34,582
)


(62,883
)


(45,676
)Interest income


1,606



2,365



4,724



5,501Interest expense


(49,187
)


(69,955
)


(127,375
)


(157,743
)Income (loss) from continuing operations before income taxes and
    equity earnings


(44,048
)


(57,990
)


19,471



77,694Income taxes


(7,522
)


1,307



(19,764
)


(15,704
)Earnings (losses) from equity method investments


(1,604
)


3,247



2,679



7,718Income (loss) from continuing operations


(53,174
)


(53,436
)


2,386



69,708Income from discontinued operations, net of income taxes


202



445



876



832Gain on disposal of discontinued operations, net of income taxes


4,143







4,143



1,308Net income (loss)


(48,829
)


(52,991
)


7,405



71,848Less: Net income attributable to noncontrolling interests


(1,547
)


(830
)


(3,307
)


(2,704
)Net income (loss) attributable to Dole Food Company, Inc.

$
(50,376
)

$
(53,821
)

$
4,098


$
69,144Earnings per share  Basic and Diluted (Note 15):Income (loss) from continuing operations

$
(0.61
)

$
(1.03
)

$
0.03


$
1.35Net income (loss) attributable to Dole Food Company, Inc.

$
(0.58
)

$
(1.04
)

$
0.05


$
1.34    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  October 9,


January 2,2010


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

$
200,851


$
119,670Restricted deposits (Note 13)


37,840



Receivables, net of allowances of $35,898 and $51,380,
    respectively


760,056



726,157Inventories


722,829



718,191Prepaid expenses and other assets


77,743



68,665Deferred income tax assets


9,609



8,496Assets
    held-for-sale
    (Note 12)


88,736



96,020Total current assets


1,897,664



1,737,199Restricted deposits (Note 13)






23,290Investments


86,017



85,004Property, plant and equipment, net of accumulated depreciation
    of $1,120,758 and $1,069,299, respectively


932,727



962,247Goodwill


407,247



407,247Intangible assets, net


701,936



705,853Other assets, net


190,609



186,183Total assets

$
4,216,200


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

$
481,285


$
474,399Accrued liabilities


630,452



440,840Current portion of long-term debt


7,406



8,017Notes payable


32,405



37,308Total current liabilities


1,151,548



960,564Long-term debt


1,567,755



1,552,680Deferred income tax liabilities


209,734



204,567Other long-term liabilities


415,132



523,233Contingencies (Note 11)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, 88,221 and 88,233 shares
    issued and outstanding as of October 9, 2010 and
    January 2, 2010, respectively


88



88Additional paid-in capital


773,999



768,973Retained earnings


109,305



105,207Accumulated other comprehensive loss


(35,806
)


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


847,586



838,975Equity attributable to noncontrolling interests


24,445



27,004Total shareholders equity


872,031



865,979Total liabilities and shareholders equity

$
4,216,200


$
4,107,023    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
 (Unaudited)
  Three Quarters EndedOctober 9,


October 10,2010


2009(In thousands)Operating ActivitiesNet income

$
7,405


$
71,848Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


87,621



92,386Share-based compensation expense


4,838



Net losses on financial instruments


65,605



48,535Asset write-offs and net gain on sale of assets


(2,760
)


(35,544
)Earnings from equity method investments


(2,679
)


(7,718
)Amortization of debt discounts and debt issuance costs


8,224



4,121Provision for long-term receivables


11,058



Write-off of debt issuance costs


4,650



5,316Provision for deferred income taxes


1,540



(2,898
)Pension and other postretirement benefit plan expense


14,270



10,410Other


583



1,462Changes in operating assets and liabilities:Receivables


(12,569
)


81,777Inventories


(2,768
)


66,958Prepaid expenses and other assets


(29,862
)


(35,243
)Income taxes


(4,120
)


(401
)Accounts payable


13,139



(41,523
)Accrued liabilities


(2,678
)


25,580Other long-term liabilities


(22,609
)


(2,166
)Cash flow provided by operating activities


138,888



282,900Investing ActivitiesCash received from sales of assets and businesses, net of cash
    disposed


32,582



94,404Capital expenditures


(59,963
)


(36,211
)Restricted deposits


(14,550
)


(342,813
)Other


(567
)


(45
)Cash flow used in investing activities


(42,498
)


(284,665
)Financing ActivitiesShort-term debt repayments, net of borrowings


(12,134
)


(8,813
)Long-term debt borrowings


923,325



1,202,025Long-term debt repayments


(911,125
)


(1,137,614
)Payment of debt issuance costs


(17,000
)


(25,322
)Dividends paid to parent






(15,000
)Payment of initial public offering costs


(959
)


Dividends paid to noncontrolling interests


(1,792
)


(5,541
)Cash flow (used in) provided by financing activities


(19,685
)


9,735Effect of foreign currency exchange rate changes on cash


4,476



3,234Increase in cash and cash equivalents


81,181



11,204Cash and cash equivalents at beginning of period


119,670



90,829Cash and cash equivalents at end of period

$
200,851


$
102,033  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














69,144















2,704



71,848Dividends paid














(15,000
)














(5,541
)


(20,541
)Unrealized foreign currency translation and hedging gains
    (losses), net of income taxes






















22,993



(2,220
)


25



20,798Reclassification of realized losses to net income


























7,524







7,524Change in employee benefit plans, net of income taxes


















(58
)














(58
)Contribution received from noncontrolling interests










497



















(497
)


Balance at October 10, 2009


51,710


$
51


$
410,127


$
90,266


$
(41,018
)

$
50,180


$
(23,826
)

$
26,950


$
512,730Balance at January 2, 2010


88,233


$
88


$
768,973


$
105,207


$
(52,393
)

$
38,226


$
(21,126
)

$
27,004


$
865,979Net income














4,098















3,307



7,405Share-based compensation










4,838























4,838Cancellation of restricted stock


(12
)






























Transfer of land from affiliate entity










188























188Dividends paid






























(1,792
)


(1,792
)Non-cash distribution






























(4,078
)


(4,078
)Unrealized foreign currency translation and hedging gains
    (losses), net of income taxes






















11,064



(16,023
)


4



(4,955
)Reclassification of realized losses to net income, net of income
    taxes


























4,446







4,446Balance at October 9, 2010


88,221


$
88


$
773,999


$
109,305


$
(52,393
)

$
49,290


$
(32,703
)

$
24,445


$
872,031    7




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##### Table of Contents



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


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


2009(In thousands)Net income (loss)

$
(48,829
)

$
(52,991
)

$
7,405


$
71,848Unrealized foreign currency translation and hedging gains
    (losses), net of income taxes


11,380



22,335



(4,955
)


20,798Reclassification of realized losses to net income (loss), net of
    income taxes


2,187



3,517



4,446



7,524Change in employee benefit plans, net of income taxes














(58
)Comprehensive income (loss)


(35,262
)


(27,139
)


6,896



100,112Less: Comprehensive income attributable to noncontrolling
    interests


(1,577
)


(858
)


(3,311
)


(2,729
)Comprehensive income (loss) attributable to Dole Food Company,
    Inc.

$
(36,839
)

$
(27,997
)

$
3,585


$
97,383    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
      NOTE 2 
    OTHER
    INCOME (EXPENSE), NET    Quarter Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


2009(In thousands)Unrealized loss on cross currency swap

$
(45,562
)

$
(27,984
)

$
(59,863
)

$
(34,687
)Realized gain on cross currency swap


2,115



2,301



6,662



7,242Unrealized loss on foreign denominated borrowings


(13,748
)


(9,960
)


(6,281
)


(8,599
)Realized gain (loss) on foreign denominated borrowings


(1
)


(70
)


1,101



1,145Foreign currency exchange gain (loss) on vessel obligation


(3,946
)


1,032



1,147



(5,951
)Write-off of debt issuance costs






(94
)


(4,650
)


(5,316
)Other


(852
)


193



(999
)


490Other income (expense), net

$
(61,994
)

$
(34,582
)

$
(62,883
)

$
(45,676
)     NOTE 3 
    DISCONTINUED
    OPERATIONS   9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  fresh-cut Held-For-Sale
    Quarter EndedOctober 9,


October 10,2010


2009(In thousands)Revenues

$
358


$
564Income before income taxes

$
206


$
498Income taxes


(4
)


(53
)Income from discontinued operations, net of income taxes

$
202


$
445Gain on disposal of discontinued operations, net of income taxes

$
4,143


$
   Three Quarters EndedOctober 9,


October 10,2010


2009(In thousands)Revenues

$
1,188


$
3,745Income before income taxes

$
907


$
972Income taxes


(31
)


(140
)Income from discontinued operations, net of income taxes

$
876


$
832Gain on disposal of discontinued operations, net of income taxes

$
4,143


$
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 (IRS)
    Audit: 2002-2005
     11




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 5 
    INVENTORIES    October 9,


January 2,2010


2010(In thousands)Finished products

$
370,514


$
355,387Raw materials and work in progress


125,243



100,843Crop-growing costs


162,005



207,312Operating supplies and other


65,067



54,649$
722,829


$
718,191   NOTE 6 
    CHARGES
    FOR RESTRUCTURING AND LONG-TERM RECEIVABLES    Severance and other employee-related costs

$
4,252Contract termination and other costs


2,736Pension-related settlement charges


2,668Asset write-downs


4,174Restructuring


13,830Long-term receivables


9,688Total charges for restructuring and long-term receivables

$
23,518   Charges
    for Restructuring
    crop-growing
   12




---



##### Table of Contents



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








Balance as ofJune 19,








October 9,2010


Charges


Cash payments


2010Severance and other employee-related costs

$



$
4,252


$
(798
)

$
3,454Contract termination and other costs






2,736



(411
)


2,325Total

$



$
6,988


$
(1,209
)

$
5,779     ExpectedPayments in


Payments in


ExpectedThird Quarter


Fourth Quarter


Payments in2010


2010


Fiscal 2011


TotalAmounts accrued prior to the third quarter of 2010:Pension-related settlement charges

$
4,309


$
7,627


$
409


$
12,345Amounts accrued during the third quarter of 2010:Severance and other employee-related costs


798



2,103



1,351



4,252Contract termination and other costs


411







2,325



2,736Amounts to be accrued in future periods:Severance and other employee-related costs






1,775



413



2,188Contract termination and other costs






2,750



1,999



4,749Total

$
5,518


$
14,255


$
6,497


$
26,270     Charges
    for Long-Term Receivables
    NOTE 7 
    GOODWILL
    AND INTANGIBLE ASSETS    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of January 2, 2010 and October 9, 2010

$
275,430


$
71,206


$
60,611


$
407,247  13




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    October 9,


January 2,2010


2010(In thousands)Amortized intangible assets:Customer relationships

$
38,501


$
39,631Other amortized intangible assets


2,113



2,12640,614



41,757Accumulated amortization  customer relationships


(26,755
)


(23,989
)Other accumulated amortization


(1,538
)


(1,530
)Accumulated amortization  intangible assets


(28,293
)


(25,519
)Amortized intangible assets, net


12,321



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


689,615



689,615Total identifiable intangible assets, net

$
701,936


$
705,853         Fiscal Year

Amount2010

$
8452011

$
3,6772012

$
3,6772013

$
1,4982014

$
842   Intangibles 
    Goodwill and Other
 14




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 8 
    NOTES PAYABLE
    AND LONG-TERM DEBT    October 9,


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


831,920



739,216Contracts and notes, at a weighted-average interest rate of 5.9%
    in 2010 (6% in 2009) through 2014


9,349



9,349Capital lease obligations


61,800



65,065Notes payable, at a weighted-average interest rate of 3.7% in
    2010 (7.3% in 2009)


32,405



37,308Unamortized debt discount


(25,345
)


(20,370
)1,607,566



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


(39,811
)


(45,325
)$
1,567,755


$
1,552,680   Notes
    Payable
    2010
    Debt Refinancing
      Term
    Loans and Revolving Credit Facility
   15




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Covenants
        Debt
    Discounts and Debt Issuance Costs
   16




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Debt
    Fair
    Value of Debt
    October 9, 2010

January 2, 2010Carrying

Estimated

Carrying

EstimatedValues

Fair Values

Values

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

$
679,830


$
766,324


$
747,067


$
824,412Term loans


824,182



838,159



739,216



743,836     NOTE 9 
    EMPLOYEE
    BENEFIT PLANS    InternationalU.S. Pension Plans


Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedOctober 9,


October 10,


October 9,


October 10,


October 9,


October 10,2010


2009


2010


2009


2010


2009(In thousands)Service cost

$
60


$
51


$
1,723


$
1,834


$
25


$
70Interest cost


4,853



5,337



2,121



2,247



721



820Expected return on plan assets


(5,032
)


(5,198
)


(139
)


(131
)






Amortization of:Unrecognized net loss (gain)


1,183



72



142



180



(36
)


(158
)Unrecognized prior service cost (benefit)










109



102



(1,084
)


(1,062
)Unrecognized net transition obligation










8



15







Curtailments, settlements and terminations, net










2,668











$
1,064


$
262


$
6,632


$
4,247


$
(374
)

$
(330
)   17




---



##### Table of Contents



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


Pension Plans


OPRB PlansThree Quarters Ended


Three Quarters Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,


October 9,


October 10,2010


2009


2010


2009


2010


2009(In thousands)Service cost

$
150


$
127


$
4,285


$
4,554


$
62


$
174Interest cost


12,131



13,343



5,288



5,606



1,803



2,050Expected return on plan assets


(12,580
)


(12,994
)


(345
)


(327
)






Amortization of:Unrecognized net loss (gain)


2,959



180



358



456



(90
)


(396
)Unrecognized prior service cost (benefit)










271



256



(2,710
)


(2,656
)Unrecognized net transition obligation










20



37







Curtailments, settlements and terminations, net










2,668











$
2,660


$
656


$
12,545


$
10,582


$
(935
)

$
(828
)   NOTE 10 
    SEGMENT
    INFORMATION        Quarter Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


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

$
1,327,317


$
1,329,147


$
3,673,718


$
3,672,562Fresh vegetables


325,992



298,849



825,387



790,378Packaged foods


335,028



309,784



836,332



785,526Corporate


234



393



530



1,019$
1,988,571


$
1,938,173


$
5,335,967


$
5,249,485   18




---



##### Table of Contents



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


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


2009(In thousands)EBIT:Fresh fruit

$
35,959


$
44,928


$
146,958


$
240,216Fresh vegetables


5,137



(3,504
)


23,023



9,460Packaged foods


24,514



29,172



78,343



75,060Total operating segments


65,610



70,596



248,324



324,736Corporate:Unrealized loss on cross currency swap


(45,562
)


(27,984
)


(59,863
)


(34,687
)Net unrealized loss on foreign denominated instruments


(12,491
)


(8,725
)


(6,026
)


(7,144
)Operating and other expenses


(4,022
)


(18,675
)


(32,910
)


(39,750
)Corporate


(62,075
)


(55,384
)


(98,799
)


(81,581
)Interest expense


(49,187
)


(69,955
)


(127,375
)


(157,743
)Income taxes


(7,522
)


1,307



(19,764
)


(15,704
)Income (loss) from continuing operations

$
(53,174
)

$
(53,436
)

$
2,386


$
69,708       October 9,


January 2,2010


2010(In thousands)Total assets:Fresh fruit

$
2,165,891


$
2,165,234Fresh vegetables


373,557



396,449Packaged foods


687,103



645,349Total operating segments


3,226,551



3,207,032Corporate


979,367



887,352Fresh-cut flowers  discontinued operation


10,282



12,639$
4,216,200


$
4,107,023   NOTE 11 
    CONTINGENCIES  third-party
   19




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          DBCP Cases: (1,2-dibromo-3-chloropropane).
     20




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
             21




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        European Union Antitrust Inquiry:
          Honduran Tax Case:
 22




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Former Shell Site:
  Arbitration Settlement:
  Supplier Settlement:
  NOTE 12 
    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
)










(2,357
)


(8,980
)Balance as of October 9, 2010

$
74,641


$
599


$
3,214


$
10,282


$
88,736   held-for-sale held-for-sale
   23




---



##### 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
  Citrus 
    Discontinued Operations
   24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 13 
    DERIVATIVE
    FINANCIAL INSTRUMENTS    Cash
    Flow Hedges
  Derivatives and Hedging
    Interest
    Rate Swap, Cross Currency Swap and Restricted
    Deposits
         25




---



##### Table of Contents



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

$1.44/EUR

$
33,922


Receivables, net


1,225Chilean peso/U.S. dollar

CLP 530


3,210


Receivables, net


309Philippine peso/U.S. dollar

PHP 47.1


91,125


Receivables, net


7,113Thai Baht/U.S. dollar

THB 32.1


78,764


Receivables, net


5,376Philippine peso/U.S. dollar

PHP 47.4


22,819


Other assets, net


1,591Thai Baht/U.S. dollar

THB 32.1


25,376


Other assets, net


1,704U.S. dollar/Canadian dollar

CAD 1.10


6,050


Accrued liabilities


(265
)U.S. dollar/Euro

$1.26/EUR


33,181


Accrued liabilities


(3,301
)U.S. dollar/Japanese yen

JPY 93


205,245


Accrued liabilities


(25,539
)Other long-termU.S. dollar/Japanese yen

JPY 91.1


46,059


liabilities


(5,211
)Other long-termU.S. dollar/Euro

$1.27/EUR


8,806


liabilities


(807
)Total derivatives designated as cash flow hedging instruments










(17,805
)Derivatives not designated as hedging instruments:Foreign currency hedges (buy/sell):South African rand/U.S. dollar

ZAR 8.9


6,190


Receivables, net


516U.S. dollar/Swedish krona

SEK6.9


2,132


Accrued liabilities


(85
)Cross currency swap




320,000


Receivables, net


1,784Cross currency swap







Accrued liabilities


(123,186
)Interest rate swap




320,000


Accrued liabilities


(15,278
)Bunker fuel hedges

$448


58,552


Receivables, net


1,363(per metric ton)


(metric tons
)Total derivatives not designated as hedging instruments










(134,886
)Total









$
(152,691
)  26




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Gains (Losses)Recognized inIncomedue to HedgeIneffectivenessor AmountsGains (Losses)



Gains (Losses)

ExcludedRecognized in



Reclassified

from EffectivenessAOCI During



Into Income

TestingQuarter Ended



Quarter Ended

Quarter EndedOctober 9,

October 10,

Income Statement

October 9,

October 10,

October 9,

October 10,2010

2009

Classification

2010

2009

2010

2009(In thousands)Interest rate swap

$



$
(3,072
)

Interest expense

$
(5,098
)

$
(3,517
)

$



$
Foreign currency hedges


(22,240
)





Cost of products sold


2,916







1,931



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



Gains (Losses)

or Amounts ExcludedAOCI During



Reclassified

from EffectivenessThree Quarters



into Income

TestingEnded



Three Quarters Ended

Three Quarters EndedOctober 9,

October 10,

Income Statement

October 9,

October 10,

October 9,

October 10,2010

2009

Classification

2010

2009

2010

2009(In thousands)Interest rate swap

$
680


$
(2,220
)

Interest expense

$
(10,138
)

$
(7,524
)

$



$
Foreign currency hedges


(15,380
)





Cost of products sold


5,671







1,663



    27




---



##### Table of Contents



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


Realized Gains(Losses)


(Losses)Income Statement

October 9,


October 10,


October 9,


October 10,Classification

2010


2009


2010


2009(In thousands)Foreign currency exchange contracts

Cost of products sold

$
501


$
(10,490
)

$
(42
)

$
(1,576
)Bunker fuel contracts

Cost of products sold


1,665



(1,927
)


(442
)


2,217Cross currency swap

Other income (expense), net


(45,562
)


(27,984
)


2,115



2,301Interest rate swap

Interest expense


3,735







(4,195
)


Total



$
(39,661
)

$
(40,401
)

$
(2,564
)

$
2,942   Three Quarters EndedUnrealized Gains


Realized Gains(Losses)


(Losses)Income Statement

October 9,


October 10,


October 9,


October 10,Classification

2010


2009


2010


2009(In thousands)Foreign currency exchange contracts

Cost of products sold

$
432


$
(2,999
)

$
(60
)

$
(281
)Bunker fuel contracts

Cost of products sold


858



4,415



(357
)


(567
)Cross currency swap

Other income (expense), net


(59,863
)


(34,687
)


6,662



7,242Interest rate swap

Interest expense


8,482







(8,383
)


Total



$
(50,091
)

$
(33,271
)

$
(2,138
)

$
6,394   NOTE 14 
    FAIR
    VALUE MEASUREMENTS    Fair Value
    Measurements and Disclosures
       28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    October 9, 2010


January 2, 2010Fair Value





Fair ValueMeasurements Using





Measurements UsingSignificant





SignificantOther Observable





Other ObservableInputs





InputsTotal


(Level 2)


Total


(Level 2)(In thousands)Assets:Foreign currency exchange contracts

$
17,834


$
17,834


$
2,738


$
2,738Bunker fuel contracts


1,363



1,363



505



505$
19,197


$
19,197


$
3,243


$
3,243Liabilities:Foreign currency exchange contracts

$
35,208


$
35,208


$
247


$
247Interest rate swap


15,278



15,278



20,560



20,560Cross currency swap, net


121,402



121,402



61,540



61,540$
171,888


$
171,888


$
82,347


$
82,347          29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Credit
    Risk
    NOTE 15 
    EARNINGS
    PER SHARE  Quarter Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


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

$
(53,174
)

$
(53,436
)

$
2,386


$
69,708Income from discontinued operations


202



445



876



832Gain on disposal of discontinued operations


4,143







4,143



1,308Less: Net income attributable to noncontrolling interests


(1,547
)


(830
)


(3,307
)


(2,704
)Net income (loss) attributable to Dole Food Company, Inc.

$
(50,376
)

$
(53,821
)

$
4,098


$
69,144Weighted average common shares outstanding  Basic


87,425



51,710



87,425



51,710Diluted effects of stock incentive plan










100



Weighted average common shares outstanding  Diluted


87,425



51,710



87,525



51,710Earnings Per Share  BasicIncome (loss) from continuing operations

$
(0.61
)

$
(1.03
)

$
0.03


$
1.35Income from discontinued operations






0.01



0.01



0.02Gain on disposal of discontinued operations


0.05







0.05



0.02Less: Net income attributable to noncontrolling interests


(0.02
)


(0.02
)


(0.04
)


(0.05
)Net income (loss) attributable to Dole Food Company, Inc.

$
(0.58
)

$
(1.04
)

$
0.05


$
1.34Earnings Per Share  DilutedIncome (loss) from continuing operations

$
(0.61
)

$
(1.03
)

$
0.03


$
1.35Income from discontinued operations






0.01



0.01



0.02Gain on disposal of discontinued operations


0.05







0.05



0.02Less: Net income attributable to noncontrolling interests


(0.02
)


(0.02
)


(0.04
)


(0.05
)Net income (loss) attributable to Dole Food Company, Inc.

$
(0.58
)

$
(1.04
)

$
0.05


$
1.34    30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 16 
    SHARE-BASED
    COMPENSATION    NOTE 17 
    GUARANTOR
    FINANCIAL INFORMATION       31




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended October 9, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
26,223


$
913,456


$
1,494,733


$
(445,841
)

$
1,988,571Cost of products sold


(23,068
)


(813,191
)


(1,377,645
)


424,819



(1,789,085
)Gross margin


3,155



100,265



117,088



(21,022
)


199,486Selling, marketing and general and administrative expenses


(6,082
)


(69,823
)


(82,829
)


21,022



(137,712
)Charges for restructuring and long-term receivables










(23,518
)






(23,518
)Gain on arbitration settlement, net










27,271







27,271Gain on asset sales


















Operating income (loss)


(2,927
)


30,442



38,012







65,527Equity in subsidiary income


(29,430
)


(47,729
)






77,159



Other income (expense), net










(61,994
)






(61,994
)Interest income


394



39



1,173







1,606Interest expense


(29,931
)


(29
)


(19,227
)






(49,187
)Loss from continuing operations before income taxes and equity
    earnings


(61,894
)


(17,277
)


(42,036
)


77,159



(44,048
)Income taxes


11,518



(12,211
)


(6,829
)






(7,522
)Losses from equity method investments






(106
)


(1,498
)






(1,604
)Loss from continuing operations


(50,376
)


(29,594
)


(50,363
)


77,159



(53,174
)Income from discontinued operations, net of income taxes










202







202Gain on disposal of discontinued operations, net of income taxes










4,143







4,143Net loss


(50,376
)


(29,594
)


(46,018
)


77,159



(48,829
)Less: Net income attributable to noncontrolling interests










(1,547
)






(1,547
)Net loss attributable to Dole Food Company, Inc.

$
(50,376
)

$
(29,594
)

$
(47,565
)

$
77,159


$
(50,376
)   For the
    Quarter Ended October 10, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
24,095


$
886,174


$
1,486,797


$
(458,893
)

$
1,938,173Cost of products sold


(19,200
)


(800,417
)


(1,397,327
)


455,573



(1,761,371
)Gross margin


4,895



85,757



89,470



(3,320
)


176,802Selling, marketing and general and administrative expenses


(21,918
)


(58,973
)


(71,408
)


3,320



(148,979
)Gain on asset sales










16,359







16,359Operating income (loss)


(17,023
)


26,784



34,421







44,182Equity in subsidiary income


(19,948
)


(13,778
)






33,726



Other income (expense), net


196







(34,778
)






(34,582
)Interest income


378



42



1,945







2,365Interest expense


(43,759
)


(31
)


(26,165
)






(69,955
)Income (loss) from continuing operations before income taxes and
    equity earnings


(80,156
)


13,017



(24,577
)


33,726



(57,990
)Income taxes


26,335



(33,338
)


8,310







1,307Earnings from equity method investments






(73
)


3,320







3,247Loss from continuing operations


(53,821
)


(20,394
)


(12,947
)


33,726



(53,436
)Income from discontinued operations, net of income taxes










445







445Net loss


(53,821
)


(20,394
)


(12,502
)


33,726



(52,991
)Less: Net income attributable to noncontrolling interests










(830
)






(830
)Net loss attributable to Dole Food Company, Inc.

$
(53,821
)

$
(20,394
)

$
(13,332
)

$
33,726


$
(53,821
)  32




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Three Quarters Ended October 9, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
66,346


$
2,393,927


$
4,006,821


$
(1,131,127
)

$
5,335,967Cost of products sold


(56,538
)


(2,111,236
)


(3,699,758
)


1,104,058



(4,763,474
)Gross margin


9,808



282,691



307,063



(27,069
)


572,493Selling, marketing and general and administrative expenses


(39,270
)


(170,397
)


(190,194
)


27,069



(372,792
)Charges for restructuring and long-term receivables










(24,888
)






(24,888
)Gain on arbitration settlement, net










27,271







27,271Gain on asset sales


580







2,341







2,921Operating income (loss)


(28,882
)


112,294



121,593







205,005Equity in subsidiary income


86,630



(3,364
)






(83,266
)


Other income (expense), net


(1,825
)






(61,058
)






(62,883
)Interest income


959



217



3,548







4,724Interest expense


(77,539
)


(82
)


(49,754
)






(127,375
)Income (loss) from continuing operations before income taxes and
    equity earnings


(20,657
)


109,065



14,329



(83,266
)


19,471Income taxes


24,755



(23,594
)


(20,925
)






(19,764
)Earnings from equity method investments






231



2,448







2,679Income (loss) from continuing operations


4,098



85,702



(4,148
)


(83,266
)


2,386Income from discontinued operations, net of income taxes










876







876Gain on disposal of discontinued operations, net of income taxes










4,143







4,143Net income


4,098



85,702



871



(83,266
)


7,405Less: Net income attributable to noncontrolling interests










(3,307
)






(3,307
)Net income (loss) attributable to Dole Food Company, Inc.

$
4,098


$
85,702


$
(2,436
)

$
(83,266
)

$
4,098   For the
    Three Quarters Ended October 10, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
55,691


$
2,347,105


$
3,984,401


$
(1,137,712
)

$
5,249,485Cost of products sold


(46,740
)


(2,109,049
)


(3,619,735
)


1,128,828



(4,646,696
)Gross margin


8,951



238,056



364,666



(8,884
)


602,789Selling, marketing and general and administrative expenses


(45,976
)


(144,450
)


(178,787
)


8,884



(360,329
)Gain on asset sales






10,093



23,059







33,152Operating income (loss)


(37,025
)


103,699



208,938







275,612Equity in subsidiary income


161,054



104,969







(266,023
)


Other income (expense), net


(246
)






(45,430
)






(45,676
)Interest income


913



112



4,476







5,501Interest expense


(100,740
)


(88
)


(56,915
)






(157,743
)Income from continuing operations before income taxes and equity
    earnings


23,956



208,692



111,069



(266,023
)


77,694Income taxes


45,188



(49,055
)


(11,837
)






(15,704
)Earnings from equity method investments






92



7,626







7,718Income from continuing operations


69,144



159,729



106,858



(266,023
)


69,708Income from discontinued operations, net of income taxes










832







832Gain on disposal of discontinued operations, net of income taxes










1,308







1,308Net income


69,144



159,729



108,998



(266,023
)


71,848Less: Net income attributable to noncontrolling interests










(2,704
)






(2,704
)Net income attributable to Dole Food Company, Inc.

$
69,144


$
159,729


$
106,294


$
(266,023
)

$
69,144  33




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of October 9, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
13,528


$
1,725


$
185,598


$



$
200,851Restricted deposits










37,840







37,840Receivables, net of allowances


507,610



133,265



519,297



(400,116
)


760,056Inventories


7,713



280,694



434,422







722,829Prepaid expenses and other assets


9,214



13,951



54,578







77,743Deferred income tax assets


4,938



21,725







(17,054
)


9,609Assets
    held-for-sale


76,704



3,813



8,219







88,736Total current assets


619,707



455,173



1,239,954



(417,170
)


1,897,664Investments


2,483,253



1,875,081



84,253



(4,356,570
)


86,017Property, plant and equipment, net


156,323



265,707



510,697







932,727Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



11,885



436







701,936Other assets, net


62,997



18,573



117,915



(8,876
)


190,609Total assets

$
4,011,895


$
2,758,237


$
2,228,684


$
(4,782,616
)

$
4,216,200LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,053


$
534,105


$
342,243


$
(400,116
)

$
481,285Accrued liabilities


55,766



213,405



361,281







630,452Current portion of long-term debt


(1,651
)


285



8,772







7,406Deferred income tax liabilities










17,054



(17,054
)


Notes payable










32,405







32,405Total current liabilities


59,168



747,795



761,755



(417,170
)


1,151,548Intercompany payables (receivables)


1,681,753



(495,931
)


(1,185,822
)






Long-term debt


918,005



2,995



646,755







1,567,755Deferred income tax liabilities


218,610











(8,876
)


209,734Other long-term liabilities


286,772



19,841



108,519







415,132Equity attributable to Dole Food Company, Inc.


847,587



2,483,537



1,873,032



(4,356,570
)


847,586Equity attributable to noncontrolling interests










24,445







24,445Total shareholders equity


847,587



2,483,537



1,897,477



(4,356,570
)


872,031Total liabilities and shareholders equity

$
4,011,895


$
2,758,237


$
2,228,684


$
(4,782,616
)

$
4,216,200  34




---



##### 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 and other assets


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  35




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Three Quarters Ended October 9, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
11,115


$
25,903


$
101,870






$
138,888INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed


1,514



74



30,994







32,582Capital expenditures


(708
)


(23,969
)


(35,286
)






(59,963
)Restricted deposits










(14,550
)






(14,550
)Other


(114
)






(453
)






(567
)Cash flow provided by (used in) investing activities


692



(23,895
)


(19,295
)






(42,498
)FINANCING ACTIVITIESShort-term debt repayments, net of borrowings


(527
)


(2,189
)


(9,418
)






(12,134
)Long-term debt borrowings


329,100







594,225







923,325Long-term debt repayments


(336,706
)


(212
)


(574,207
)






(911,125
)Payment of debt issuance costs


(10,100
)






(6,900
)






(17,000
)Payment of initial public offering costs


(959
)














(959
)Dividends paid to noncontrolling interests










(1,792
)






(1,792
)Cash flow provided by (used in) financing activities


(19,192
)


(2,401
)


1,908







(19,685
)Effect of foreign currency exchange rate changes on cash










4,476







4,476Increase (decrease) in cash and cash equivalents


(7,385
)


(393
)


88,959







81,181Cash and cash equivalents at beginning of period


20,913



2,118



96,639







119,670Cash and cash equivalents at end of period

$
13,528


$
1,725


$
185,598






$
200,851  36




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Three Quarters Ended October 10, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
239,156


$
(45,759
)

$
79,667


$
9,836


$
282,900INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed






46,544



47,860







94,404Capital expenditures


(2,027
)


(10,150
)


(24,034
)






(36,211
)Restricted deposits


(302,453
)






(40,360
)






(342,813
)Other


(45
)














(45
)Cash flow provided by (used in) investing activities


(304,525
)


36,394



(16,534
)






(284,665
)FINANCING ACTIVITIESShort-term debt repayments, net of borrowings


285



9,397



(18,495
)






(8,813
)Long-term debt borrowings


1,202,053







(28
)






1,202,025Long-term debt repayments


(1,102,632
)


(32
)


(34,950
)






(1,137,614
)Payment of debt issuance costs


(20,404
)






(4,918
)






(25,322
)Dividends paid to parent


(15,000
)














(15,000
)Dividends paid to noncontrolling interests










(5,541
)






(5,541
)Cash flow provided by (used in) financing activities


64,302



9,365



(63,932
)






9,735Effect of foreign currency exchange rate changes on cash










3,234







3,234Increase (decrease) in cash and cash equivalents


(1,067
)






2,435



9,836



11,204Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
15,744


$



$
87,895


$
(1,606
)

$
102,033  37




---



##### Table of Contents



Item 2.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION
    AND RESULTS OF OPERATIONS



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 Dole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 Doles actual results to
    differ materially from those expressed or implied herein are set
    forth in Item 1A and Item 7A of Doles Annual
    Report on
    Form 10-K
    for the year ended January 2, 2010 and include:
    weather-related phenomena; market responses to industry volume
    pressures; product and raw materials supplies and pricing;
    changes in interest and currency exchange rates; economic
    crises; quotas, tariffs and other governmental actions and
    international conflict.



Overview



Significant highlights for Dole Food Company, Inc. and its
    consolidated subsidiaries (Dole or the
    Company) for the quarter and three quarters ended
    October 9, 2010 were as follows: 
    Revenue for the third quarter of 2010 increased
    $50.4 million, or 3%. Sales in our fresh vegetables segment
    rose 9% on better pricing for packaged salads and better pricing
    and higher volumes for fresh-packed vegetables. Packaged foods
    sales increased 8% on higher worldwide volumes.
    Operating income for the third quarter of 2010 was
    $65.5 million compared to $44.2 million in the third
    quarter of 2009, an increase of 48%. Earnings increased as a
    result of improved performance in our fresh vegetables segment,
    partially offset by lower results from our fresh fruit and
    packaged foods segments.  
    Fresh vegetables earnings increased in the third 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.
    Fresh fruit earnings decreased in the third quarter due to lower
    earnings in our European ripening and distribution operations,
    lower banana earnings in Asia as well as the absence of 2009
    asset sale gains. Earnings were also impacted by
    $23.5 million of charges related to restructuring and
    long-term receivables as well as the net $27.3 million gain
    on the container arbitration settlement.
    Packaged foods earnings decreased in the third quarter due to
    higher product costs impacting our North America packaged foods
    operations.  
    For the first three quarters of 2010, we reduced our net debt by
    $72 million. Net debt is defined as total debt less cash
    and cash equivalents. We ended the third quarter of 2010 with
    $201 million of cash and cash equivalents.
    Dole committed to a restructuring plan during the third quarter
    of 2010 in its fresh fruit segment in Europe, Latin America and
    Asia. These restructuring efforts are designed to reduce costs
    by realigning fruit supply with expected demand. As part of
    these initiatives, Dole restructured certain farming operations
    in Latin America and Asia, reorganized its European operations
    and rationalized vessel charters. During the third quarter of
    2010, Dole incurred $13.8 million of restructuring costs
    related to these initiatives, of which $7 million were paid
    or will be paid in cash. Dole expects to continue restructuring
    operations beyond the third quarter of 2010. Related to these
    efforts, Dole expects to incur additional restructuring charges
    of $11.4 million, of which $8.7 million is expected to
    be incurred in the fourth quarter of 2010 and $2.7 million
    during fiscal 2011. As a result of these various initiatives,
    beginning in fiscal 2011 Dole expects to realize annual cash
    savings in our fresh fruit segment of approximately
    $34 million. These savings are expected to result from
    lower production costs including lower labor costs on our farms
    and in our ports, enhanced farm productivity, lower distribution
    costs resulting from more efficient utilization of our shipping
    fleet, and lower selling and general and administrative costs as
    a result of streamlining our organization in Europe.
    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
    containers sold to Dole. The settlement payment was received by
    Dole during the third quarter of 2010. In connection with the
    settlement, Dole 38




---



##### Table of Contents



recorded a $2.7 million non-cash impairment charge related
    to obsolete containers during the third quarter of 2010.  
    During the fourth quarter of 2010, Dole and a fresh vegetables
    supplier settled a dispute. Pursuant to the settlement, the
    supplier agreed to pay Dole $5.3 million, which was
    received during the fourth quarter and will be included in
    income in Doles fourth quarter 2010.  Non-GAAP Financial
    Measures
    Quarter Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


2009(In thousands)Net income (loss)

$
(48,829
)

$
(52,991
)

$
7,405


$
71,848Income from discontinued operations, net of income taxes


(202
)


(445
)


(876
)


(832
)Gain on disposal of discontinued operations, net of income taxes


(4,143
)






(4,143
)


(1,308
)Interest expense


49,187



69,955



127,375



157,743Income taxes


7,522



(1,307
)


19,764



15,704EBIT


3,535



15,212



149,525



243,155Depreciation and amortization


37,599



37,564



87,621



92,386Net unrealized loss on derivative instruments


43,527



40,401



59,164



33,271Foreign currency exchange (gain) loss on vessel obligations


3,946



(1,032
)


(1,147
)


5,951Net unrealized loss on foreign denominated instruments


12,579



8,716



6,581



7,355Gain on asset sales






(16,359
)


(2,921
)


(33,152
)Adjusted EBITDA

$
101,186


$
84,502


$
298,823


$
348,966      39




---



##### Table of Contents



Results
    of Operations
    Quarter Ended

Three Quarters EndedOctober 9,

October 10,

October 9,

October 10,2010

2009

2010

2009(In thousands)Revenues, net

$
1,988,571


$
1,938,173


$
5,335,967


$
5,249,485Operating income


65,527



44,182



205,005



275,612Other income (expense), net


(61,994
)


(34,582
)


(62,883
)


(45,676
)Interest expense


(49,187
)


(69,955
)


(127,375
)


(157,743
)Income taxes


(7,522
)


1,307



(19,764
)


(15,704
)Net income (loss)


(48,829
)


(52,991
)


7,405



71,848Less: Net income attributable to noncontrolling interests


(1,547
)


(830
)


(3,307
)


(2,704
)Net income (loss) attributable to Dole Food Company, Inc.


(50,376
)


(53,821
)


4,098



69,144   Revenues
      Operating
    Income
   40




---



##### Table of Contents



Other
    Income (Expense), Net
      Interest
    Expense
   41




---



##### Table of Contents



Income
    Taxes
      Interim Reporting Income
    Taxes
      Segment
    Results of Operations
     42




---



##### Table of Contents



Quarter Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


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

$
1,327,317


$
1,329,147


$
3,673,718


$
3,672,562Fresh vegetables


325,992



298,849



825,387



790,378Packaged foods


335,028



309,784



836,332



785,526Corporate


234



393



530



1,019$
1,988,571


$
1,938,173


$
5,335,967


$
5,249,485   Quarter Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


2009(In thousands)EBIT:Fresh fruit

$
35,959


$
44,928


$
146,958


$
240,216Fresh vegetables


5,137



(3,504
)


23,023



9,460Packaged foods


24,514



29,172



78,343



75,060Total operating segments


65,610



70,596



248,324



324,736Corporate:Unrealized loss on cross currency swap


(45,562
)


(27,984
)


(59,863
)


(34,687
)Net unrealized gain (loss) on foreign denominated instruments


(12,491
)


(8,725
)


(6,026
)


(7,144
)Operating and other expenses


(4,022
)


(18,675
)


(32,910
)


(39,750
)Corporate


(62,075
)


(55,384
)


(98,799
)


(81,581
)Interest expense


(49,187
)


(69,955
)


(127,375
)


(157,743
)Income taxes


(7,522
)


1,307



(19,764
)


(15,704
)Income (loss) from continuing operations

$
(53,174
)

$
(53,436
)

$
2,386


$
69,708   Fresh
    Fruit
     43




---



##### Table of Contents



Quarter Ended


Three Quarters EndedOctober 9,


October 10,


October 9,


October 10,2010


2009


2010


2009(In thousands)Fresh fruit products

$
34,618


$
40,745


$
141,008


$
223,202Charges for restructuring and long-term receivables


(23,518
)






(24,888
)


Gain on arbitration settlement, net


27,271







27,271



Unrealized gain (loss) on foreign currency and fuel hedges


1,625



(12,917
)


82



418Foreign currency exchange gain (loss) on vessel obligations


(3,946
)


1,032



1,147



(5,951
)Net unrealized gain (loss) on foreign denominated instruments


(91
)


(291
)


(583
)


(512
)Gains on asset sales






16,359



2,921



23,059Total Fresh fruit EBIT

$
35,959


$
44,928


$
146,958


$
240,216       Fresh
    Vegetables
   44




---



##### Table of Contents



Packaged
    Foods
      Corporate
    Discontinued
    Operations
   45




---



##### Table of Contents



Liquidity
    and Capital Resources
                 46




---



##### Table of Contents



Other
    Matters
  Recently Issued and Adopted Accounting
    Pronouncements:
  European Union (EU) Banana Import
    Regime:
             47




---



##### Table of Contents



Derivative Instruments and Hedging
    Activities:
  Derivatives and Hedging
      Quarter Ended October 9, 2010


Quarter Ended October 10, 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

$
(40
)

$
1,665


$



$



$
1,625


$
(10,990
)

$
(1,927
)

$



$
(12,917
)Packaged foods


410















410



500











500Corporate










(45,562
)


3,735



(41,827
)










(27,984
)


(27,984
)$
370


$
1,665


$
(45,562
)

$
3,735


$
(39,792
)

$
(10,490
)

$
(1,927
)

$
(27,984
)

$
(40,401
)   Three Quarters Ended October 9, 2010


Three Quarters Ended October 10, 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

$
(776
)

$
858


$



$



$
82


$
(3,997
)

$
4,415


$



$
418Packaged foods


617















617



998











998Corporate










(59,863
)


8,482



(51,381
)










(34,687
)


(34,687
)$
(159
)

$
858


$
(59,863
)

$
8,482


$
(50,682
)

$
(2,999
)

$
4,415


$
(34,687
)

$
(33,271
)     Goodwill:
 48




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##### 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)
 49




---



##### 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 50




---



##### 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)
   51




---



##### 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 52