##### 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
    March 28, 2009oro

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 þ
  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 May 8, 2009Common Stock, $0.001 Par Value

1,000




---



##### 





DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I


Financial InformationItem 1.


Financial Statements (unaudited)Condensed Consolidated Statements of
    Operations  Quarters Ended March 28, 2009 and
    March 22, 2008


3Condensed Consolidated Balance Sheets 
    March 28, 2009 and January 3, 2009


4Condensed Consolidated Statements of Cash
    Flows  Quarters Ended March 28, 2009 and
    March 22, 2008


5Condensed Consolidated Statements of
    Shareholders Equity  Quarters Ended
    March 28, 2009 and March 22, 2008


7Notes to Condensed Consolidated Financial
    Statements


8Item 2.


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


33Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


42Item 4.


Controls and Procedures


42PART II


Other InformationItem 1.


Legal Proceedings


43Item 6.


Exhibits


43Signatures


44Exhibit Index


45Certification by the Chief Executive Officer
    pursuant to Section 302 of the
    Sarbanes-Oxley
    Act


46Certification by the Chief Financial Officer
    pursuant to Section 302 of the
    Sarbanes-Oxley
    Act


47Certification by the Chief Executive Officer
    pursuant to Section 906 of the
    Sarbanes-Oxley
    Act


48Certification by the Chief Financial Officer
    pursuant to Section 906 of the
    Sarbanes-Oxley
    Act


49EX-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 EndedMarch 28,


March 22,2009


2008(In thousands)Revenues, net

$
1,596,590


$
1,728,345Cost of products sold


(1,392,719
)


(1,558,685
)Gross margin


203,871



169,660Selling, marketing and general and administrative expenses


(97,406
)


(118,104
)Gain on asset sales (Note 12)


16,634



1,804Operating income


123,099



53,360Other income (expense), net (Note 3)


21,952



(28,711
)Interest income


1,636



1,769Interest expense


(37,546
)


(43,497
)Income (loss) from continuing operations before income taxes and
    equity earnings


109,141



(17,079
)Income taxes


(8,048
)


(9,377
)Equity in earnings of unconsolidated subsidiaries


1,194



1,003Income (loss) from continuing operations


102,287



(25,453
)Income (loss) from discontinued operations, net of income taxes


122



(2,821
)Gain on disposal of discontinued operations, net of income taxes


1,308



Net income (loss)


103,717



(28,274
)Less: Net income attributable to noncontrolling interests


(897
)


(671
)Net income (loss) attributable to Dole Food Company, Inc.

$
102,820


$
(28,945
)    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  March 28,


January 3,2009


2009(In thousands, except share data)ASSETSCash and cash equivalents

$
65,945


$
90,829Receivables, net of allowances of $45,508 and $41,357,
    respectively


852,003



807,235Inventories


783,988



796,407Prepaid expenses


71,567



69,347Deferred income tax assets


21,815



21,273Assets held-for-sale


93,008



202,876Total current assets


1,888,326



1,987,967Investments


71,775



73,085Property, plant and equipment, net of accumulated depreciation
    of $1,055,815 and $1,027,345, respectively


1,031,370



1,050,331Goodwill


406,540



406,540Intangible assets, net


707,599



708,458Other assets, net


173,772



138,238Total assets

$
4,279,382


$
4,364,619LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
495,450


$
510,773Liabilities held-for-sale






50,465Accrued liabilities


464,508



490,145Current portion of long-term debt


8,188



356,748Notes payable


48,811



48,789Total current liabilities


1,016,957



1,456,920Long-term debt


2,056,924



1,798,556Deferred income tax liabilities


256,049



254,205Other long-term liabilities


424,613



421,779Contingencies (Note 11)Shareholders equityCommon stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding






Additional paid-in capital


409,681



409,681Retained earnings


138,942



36,122Accumulated other comprehensive loss


(54,744
)


(42,903
)Equity attributable to Dole Food Company, Inc.


493,879



402,900Equity attributable to noncontrolling interests


30,960



30,259Total shareholders equity


524,839



433,159Total liabilities and shareholders equity

$
4,279,382


$
4,364,619    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  Quarter EndedMarch 28,


March 22,2009


2008(In thousands)Operating ActivitiesNet income (loss)

$
103,717


$
(28,274
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


26,929



33,707Net unrealized (gains) losses on financial instruments


(37,035
)


40,747Asset write-offs and net (gain) loss on sale of assets


(20,003
)


(1,388
)Equity in earnings of unconsolidated subsidiaries


(1,194
)


(1,003
)Amortization of debt issuance costs


926



1,016Write-off of debt issuance costs


5,222



Provision for deferred income taxes


2,361



(5,126
)Pension and other postretirement benefit plan expense


3,111



4,632Other


40



(113
)Changes in operating assets and liabilities:Receivables


(33,626
)


(120,672
)Inventories


8,581



(15,318
)Prepaid expenses and other assets


(17,084
)


(5,103
)Income taxes


821



6,086Accounts payable


287



10,618Accrued liabilities


(5,810
)


20,766Other long-term liabilities


1,720



(3,336
)Cash flow provided by (used in) operating activities


38,963



(62,761
)Investing ActivitiesProceeds from sales of assets and businesses, net of cash
    disposed


56,437



16,022Capital additions


(11,342
)


(19,775
)Repurchase of common stock in going-private merger transaction


(8
)


(96
)Cash flow provided by (used in) investing activities


45,087



(3,849
)Financing ActivitiesShort-term debt borrowings, net of repayments


84



10,023Long-term debt borrowings, net of debt issuance costs


577,957



316,649Long-term debt repayments


(685,216
)


(262,960
)Dividends paid to noncontrolling interests


(180
)


(180
)Cash flow provided by (used in) financing activities


(107,355
)


63,532Effect of foreign currency exchange rate changes on cash


(1,579
)


902Decrease in cash and cash equivalents


(24,884
)


(2,176
)Cash and cash equivalents at beginning of period


90,829



97,061Cash and cash equivalents at end of period

$
65,945


$
94,885  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.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 (Unaudited)
  Accumulated OtherComprehensive Income (Loss)Pension &








EquityAdditional


Retained


Other


Cumulative


Unrealized


Attributable


TotalCommon


Paid-In


Earnings


Postretirement


Translation


Gains (Losses)


to Noncontrolling


Shareholders


ComprehensiveStock


Capital


(Deficit)


Benefits


Adjustment


on Hedges


Interests


Equity


Income (Loss)(In thousands)Balance at December 29, 2007

$



$
409,907


$
(84,883
)

$
(26,752
)

$
42,261


$
(15,525
)

$
29,878


$
354,886Net income (loss)










(28,945
)














671



(28,274
)

$
(28,274
)Noncontrolling interests in discontinued operations


























40



40



40Dividends paid


























(180
)


(180
)


Unrealized foreign currency translation and hedging gains
    (losses)


















12,459



(11,014
)


7



1,452



1,452Reclassification of realized gain to net loss






















(163
)






(163
)


(163
)Balance at March 22, 2008

$



$
409,907


$
(113,828
)

$
(26,752
)

$
54,720


$
(26,702
)

$
30,416


$
327,761


$
(26,945
)Balance at January 3, 2009

$



$
409,681


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
30,259


$
433,159Net income










102,820















897



103,717


$
103,717Dividends paid


























(180
)


(180
)


Unrealized foreign currency translation and hedging gains
    (losses)


















(12,750
)


421



(16
)


(12,345
)


(12,345
)Reclassification of realized loss to net income






















546







546



546Change in employee benefit plans, net of income taxes














(58
)














(58
)


(58
)Balance at March 28, 2009

$



$
409,681


$
138,942


$
(41,018
)

$
14,437


$
(28,163
)

$
30,960


$
524,839


$
91,860    7




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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)
      Noncontrolling Interests
    in Consolidated Financial Statements
  NOTE 2 
    RECENTLY
    ADOPTED ACCOUNTING PRONOUNCEMENTS  Disclosures About
    Derivative Instruments and Hedging Activities  an
    amendment of FASB Statement No. 133
    Business
    Combinations
 8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 3 
    OTHER
    INCOME (EXPENSE), NET    March 28,


March 22,2009


2008(In thousands)Unrealized gain (loss) on the cross currency swap

$
17,716


$
(32,354
)Realized gain on the cross currency swap


2,320



2,923Gain on foreign denominated borrowings


7,132



491Write-off of debt issuance costs


(5,222
)


Other


6



229Other income (expense), net

$
21,952


$
(28,711
)     NOTE 4 
    DISCONTINUED
    OPERATIONS  Accounting for the Impairment or Disposal of Long-Lived
    Assets
 9




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##### Table of Contents



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


Quarter EndedMarch 28, 2009


March 22, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
2,780


$
33,816


$
1,872


$
35,688Income (loss) before income taxes

$
159


$
(3,141
)

$
43


$
(3,098
)Income taxes


(37
)


295



(18
)


277Income (loss) from discontinued operations, net of income taxes

$
122


$
(2,846
)

$
25


$
(2,821
)Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$



$
     NOTE 5 
    INCOME
    TAXES    Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
       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 6 
    INVENTORIES    March 28,


January 3,2009


2009(In thousands)Finished products

$
360,266


$
344,643Raw materials and work in progress


163,829



168,670Crop-growing costs


196,554



210,263Operating supplies and other


63,339



72,831$
783,988


$
796,407   NOTE 7 
    GOODWILL
    AND INTANGIBLE ASSETS    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of January 3, 2009 and March 28, 2009

$
274,723


$
71,206


$
60,611


$
406,540  11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    March 28,


January 3,2009


2009(In thousands)Amortized intangible assets:Customer relationships

$
38,501


$
38,501Other amortized intangible assets


1,997



2,04240,498



40,543Accumulated amortization  customer relationships


(21,096
)


(20,248
)Other accumulated amortization


(1,418
)


(1,452
)Accumulated amortization  intangible assets


(22,514
)


(21,700
)Amortized intangible assets, net


17,984



18,843Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
707,599


$
708,458       Fiscal Year

Amount2009

$
2,8282010

$
3,6772011

$
3,6772012

$
3,6772013

$
1,498  12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 8 
    NOTES PAYABLE
    AND LONG-TERM DEBT    March 28,


January 3,2009


2009(In thousands)Unsecured debt:8.625% notes due 2009

$



$
345,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:13.875% notes due 2014


349,903



Revolving credit facility


81,600



150,500Term loan facilities


835,444



835,444Contracts and notes, at a weighted-average interest rate of 6%
    in 2009 (6.1% in 2008) through 2014


9,027



9,221Capital lease obligations


59,252



60,448Notes payable


48,811



48,789Unamortized debt discount


(25,114
)


(309
)2,113,923



2,204,093Current maturities


(56,999
)


(405,537
)$
2,056,924


$
1,798,556   2009
    Debt Refinancing
    and/or
 13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        Debt
    Issuance Costs
    EITF 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments
    Term
    Loans and Revolving Credit Facility
      Covenants
   14




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          Dividends
   15




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 9 
    EMPLOYEE
    BENEFIT PLANS    InternationalU.S. Pension Plans


Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedMarch 28,


March 22,


March 28,


March 22,


March 28,


March 22,2009


2008


2009


2008


2009


2008(In thousands)Components of net periodic benefit cost:Service cost

$
38


$
34


$
1,359


$
1,454


$
52


$
66Interest cost


4,003



4,288



1,676



2,379



615



905Expected return on plan assets


(3,898
)


(4,186
)


(98
)


(587
)






Amortization of:Unrecognized net loss (gain)


54



341



138



117



(119
)


(2
)Unrecognized prior service cost (benefit)










77



20



(797
)


(211
)Unrecognized net transition obligation










11



14







$
197


$
477


$
3,163


$
3,397


$
(249
)

$
758   NOTE 10 
    SEGMENT
    INFORMATION     16




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Quarter EndedMarch 28,


March 22,2009


2008(In thousands)Revenues from external customersFresh fruit

$
1,121,982


$
1,228,528Fresh vegetables


233,442



231,029Packaged foods


240,850



268,505Corporate


316



283$
1,596,590


$
1,728,345   Quarter EndedMarch 28,


March 22,2009


2008(In thousands)EBITFresh fruit

$
98,822


$
52,886Fresh vegetables


16,473



(3,470
)Packaged foods


21,890



24,185Total operating segments


137,185



73,601Corporate:Unrealized gain (loss) on cross currency swap


17,716



(32,354
)Operating and other expenses


(7,020
)


(13,826
)Corporate


10,696



(46,180
)Interest expense


(37,546
)


(43,497
)Income taxes


(8,048
)


(9,377
)Income (loss) from continuing operations

$
102,287


$
(25,453
)    17




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    March 28,


January 3,2009


2009(In thousands)Total assets:Fresh fruit

$
2,336,728


$
2,322,899Fresh vegetables


428,480



460,221Packaged foods


658,268



686,801Total operating segments


3,423,476



3,469,921Corporate


843,267



832,709Fresh-cut flowers  discontinued operation


12,639



61,989$
4,279,382


$
4,364,619   NOTE 11 
    CONTINGENCIES            DBCP Cases:
 18




---



##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          European Union Antitrust Inquiry:
         21




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Honduran Tax Case:
  NOTE 12 
    ASSETS
    HELD-FOR-SALE      Fresh-CutFlowers -Fresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of January 3, 2009

$
98,105


$
38,600


$
4,182


$
61,989


$
202,876Additions


75















75Sales


(24,438
)


(35,349
)


(806
)


(49,350
)


(109,943
)Balance as of March 28, 2009

$
73,742


$
3,251


$
3,376


$
12,639


$
93,008       Fresh-CutFlowers -Fresh


Packaged


Discontinued


Total LiabilitiesFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of January 3, 2009

$
5,247


$



$



$
45,218


$
50,465Sales


(5,247
)










(45,218
)


(50,465
)Balance as of March 28, 2009

$



$



$



$



$
    22




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Fresh
    Fruit
    Fresh
    Vegetables
    Packaged
    Foods
    Fresh-Cut
    Flowers  Discontinued Operation
    NOTE 13 
    DERIVATIVE
    FINANCIAL INSTRUMENTS    Accounting for
    Derivative Instruments and Hedging Activities, as amended
 23




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##### Table of Contents



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





AverageParticipating








Fair Market Value


StrikeForwards


Forwards


Total


Assets (Liabilities)


Price(In thousands)Foreign Currency Hedges(Buy/Sell):U.S. Dollar/Japanese Yen

$
120,054


$



$
120,054


$
(3,139
)


JPY 104U.S. Dollar/Euro


77,518







77,518



6,252



EUR 1.44Chilean Peso/U.S. Dollar






16,125



16,125



2,653



CLP 670Colombian Peso/U.S. Dollar






12,018



12,018



(1,633
)


COP 2,192Philippine Peso/U.S. Dollar






31,489



31,489



(693
)


PHP 47.7Total

$
197,572


$
59,632


$
257,204


$
3,440     Fair MarketNotional Volume


Value


Average Price(metric tons)


Asset (Liability)


(per metric ton)(In thousands)Bunker Fuel Hedges:Rotterdam


3,601


$
(335
)

$
328       Quarter EndedMarch 28,


March 22,2009


2008(In thousands)Unrealized Gains (Losses):Foreign currency exchange contracts and other

$
9,502


$
(3,793
)Bunker fuel contracts


3,241



43912,743



(3,354
)Realized Gains (Losses):Foreign currency exchange contracts


246



(2,973
)Bunker fuel contracts


(2,534
)


1,087(2,288
)


(1,886
)$
10,455


$
(5,240
)    24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Quarter EndedMarch 28,


March 22,2009


2008(In thousands)Unrealized gains (losses)

$
17,716


$
(32,354
)Realized gains


2,320



2,923$
20,036


$
(29,431
)       Fair Value Measurements
       25




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Fair ValueMeasurements atMarch 28, 2009Using SignificantOther ObservableMarch 28,


Inputs2009


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

$
8,905


$
8,905Liabilities:Foreign currency exchange contracts

$
5,465


$
5,465Bunker fuel contracts


335



335Interest rate swap


26,178



26,178Cross currency swap


22,772



22,772$
54,750


$
54,750   Credit
    Risk
    NOTE 14 
    GUARANTOR
    FINANCIAL INFORMATION     26




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
     27




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 For the Quarter Ended March 28, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
15,152


$
719,643


$
1,192,710


$
(330,915
)

$
1,596,590Cost of products sold


(13,688
)


(639,145
)


(1,068,086
)


328,200



(1,392,719
)Gross margin


1,464



80,498



124,624



(2,715
)


203,871Selling, marketing and general and administrative expenses


(10,941
)


(40,528
)


(48,652
)


2,715



(97,406
)Gain on asset sales






9,934



6,700







16,634Operating income (loss)


(9,477
)


49,904



82,672







123,099Equity in subsidiary income


130,599



86,476







(217,075
)


Other income (expense), net


(578
)






22,530







21,952Interest income


256



33



1,347







1,636Interest expense


(25,849
)


(31
)


(11,666
)






(37,546
)Income from continuing operations before income taxes and equity
    earnings


94,951



136,382



94,883



(217,075
)


109,141Income taxes


7,871



(6,393
)


(9,526
)






(8,048
)Equity in earnings of unconsolidated subsidiaries


(2
)


193



1,003







1,194Income from continuing operations


102,820



130,182



86,360



(217,075
)


102,287Income from discontinued operations, net of income taxes










122







122Gain on disposal of discontinued operations, net of income taxes










1,308







1,308Net income


102,820



130,182



87,790



(217,075
)


103,717Less: Net income attributable to noncontrolling interests










(897
)






(897
)Net income attributable to Dole Food Company, Inc.

$
102,820


$
130,182


$
86,893


$
(217,075
)

$
102,820   For the
    Quarter Ended March 22, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
17,695


$
702,073


$
1,332,052


$
(323,475
)

$
1,728,345Cost of products sold


(16,164
)


(626,209
)


(1,236,977
)


320,665



(1,558,685
)Gross margin


1,531



75,864



95,075



(2,810
)


169,660Selling, marketing and general and administrative expenses


(15,492
)


(44,313
)


(61,109
)


2,810



(118,104
)Gain on asset sales










1,804







1,804Operating income (loss)


(13,961
)


31,551



35,770







53,360Equity in subsidiary income


10,393



(24,222
)






13,829



Other income (expense), net










(28,711
)






(28,711
)Interest income


62



181



1,526







1,769Interest expense


(27,913
)


(380
)


(15,204
)






(43,497
)Income (loss) from continuing operations before income taxes and
    equity earnings


(31,419
)


7,130



(6,619
)


13,829



(17,079
)Income taxes


2,477



2,237



(14,091
)






(9,377
)Equity in earnings of unconsolidated subsidiaries


(3
)


163



843







1,003Income (loss) from continuing operations


(28,945
)


9,530



(19,867
)


13,829



(25,453
)Income (loss) from discontinued operations, net of income taxes






394



(3,215
)






(2,821
)Net income (loss)


(28,945
)


9,924



(23,082
)


13,829



(28,274
)Less: Net income attributable to noncontrolling interests










(671
)






(671
)Net income (loss) attributable to Dole Food Company, Inc.

$
(28,945
)

$
9,924


$
(23,753
)

$
13,829


$
(28,945
)  28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of March 28, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
12,312


$



$
61,070


$
(7,437
)

$
65,945Receivables, net of allowances


419,507



139,314



607,418



(314,236
)


852,003Inventories


6,744



281,447



495,797







783,988Prepaid expenses


9,246



14,095



48,226







71,567Deferred income tax assets


18,891



25,555







(22,631
)


21,815Assets held-for-sale


72,526



6,627



13,855







93,008Total current assets


539,226



467,038



1,226,366



(344,304
)


1,888,326Investments


2,569,166



2,105,860



71,184



(4,674,435
)


71,775Property, plant and equipment, net


162,403



269,966



599,001







1,031,370Goodwill






131,818



274,722







406,540Intangible assets, net


689,615



17,572



412







707,599Other assets, net


66,062



7,684



100,026







173,772Total assets

$
4,026,472


$
2,999,938


$
2,271,711


$
(5,018,739
)

$
4,279,382LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
3,814


$
422,200


$
413,740


$
(344,304
)

$
495,450Accrued liabilities


55,929



180,131



228,448







464,508Current portion of long-term debt


(1,807
)


286



9,709







8,188Notes payable










48,811







48,811Total current liabilities


57,936



602,617



700,708



(344,304
)


1,016,957Intercompany payables (receivables)


1,653,803



(251,899
)


(1,401,904
)






Long-term debt


1,339,984



3,439



713,501







2,056,924Deferred income tax liabilities


204,875



7,926



43,248







256,049Other long-term liabilities


275,995



40,032



108,586







424,613Equity attributable to Dole Food Company, Inc.


493,879



2,597,823



2,076,612



(4,674,435
)


493,879Equity attributable to noncontrolling interests










30,960







30,960Total shareholders equity


493,879



2,597,823



2,107,572



(4,674,435
)


524,839Total liabilities and shareholders equity

$
4,026,472


$
2,999,938


$
2,271,711


$
(5,018,739
)

$
4,279,382  29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 As of January 3, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,811


$



$
85,460


$
(11,442
)

$
90,829Receivables, net of allowances


410,286



133,198



577,890



(314,139
)


807,235Inventories


7,971



299,048



489,388







796,407Prepaid expenses


9,374



14,489



45,484







69,347Deferred income tax assets


18,891



25,566







(23,184
)


21,273Assets held-for-sale


72,526



55,366



74,984







202,876Total current assets


535,859



527,667



1,273,206



(348,765
)


1,987,967Investments


2,172,994



1,786,868



72,708



(3,959,485
)


73,085Property, plant and equipment, net


173,850



262,269



614,212







1,050,331Goodwill






131,818



274,722







406,540Intangible assets, net


689,615



18,426



417







708,458Other assets, net


38,084



7,542



92,612







138,238Total assets

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

$
4,364,619LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,411


$
438,991


$
415,136


$
(348,765
)

$
510,773Liabilities held-for-sale






3,688



46,777







50,465Accrued liabilities


67,206



173,920



249,019







490,145Current portion of long-term debt


346,684



288



9,776







356,748Notes payable










48,789







48,789Total current liabilities


419,301



616,887



769,497



(348,765
)


1,456,920Intercompany payables (receivables)


1,225,590



(133,650
)


(1,091,940
)






Long-term debt


1,080,296



3,506



714,754







1,798,556Deferred income tax liabilities


207,073



7,926



39,206







254,205Other long-term liabilities


275,242



37,853



108,684







421,779Equity attributable to Dole Food Company, Inc.


402,900



2,202,068



1,757,417



(3,959,485
)


402,900Equity attributable to noncontrolling interests










30,259







30,259Total shareholders equity


402,900



2,202,068



1,787,676



(3,959,485
)


433,159Total liabilities and shareholders equity

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

$
4,364,619  30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Quarter Ended March 28, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
98,925


$
(43,006
)

$
(16,956
)

$



$
38,963INVESTING ACTIVITIESProceeds from sales of assets






46,168



10,269







56,437Capital additions


(1,520
)


(2,687
)


(7,135
)






(11,342
)Repurchase of common stock in going-private merger transaction


(8
)














(8
)Cash flow provided by (used in) investing activities


(1,528
)


43,481



3,134







45,087FINANCING ACTIVITIESShort-term debt borrowings, net of repayments






(405
)


(3,516
)


4,005



84Long-term debt borrowings, net of debt issuance costs


582,704







(4,747
)






577,957Long-term debt repayments


(684,600
)


(70
)


(546
)






(685,216
)Dividends paid to noncontrolling interests










(180
)






(180
)Cash flow used in financing activities


(101,896
)


(475
)


(8,989
)


4,005



(107,355
)Effect of foreign currency exchange rate changes on cash










(1,579
)






(1,579
)Decrease in cash and cash equivalents


(4,499
)






(24,390
)


4,005



(24,884
)Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
12,312


$



$
61,070


$
(7,437
)

$
65,945  31




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Quarter Ended March 22, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(58,040
)

$
15,354


$
(20,075
)

$



$
(62,761
)INVESTING ACTIVITIESProceeds from sales of assets






12



16,010







16,022Capital additions






(6,381
)


(13,394
)






(19,775
)Repurchase of common stock in going-private merger transaction


(96
)














(96
)Cash flow provided by (used in) investing activities


(96
)


(6,369
)


2,616







(3,849
)FINANCING ACTIVITIESShort-term debt borrowings, net of repayments






(8,985
)


13,414



5,594



10,023Long-term debt borrowings, net of debt issuance costs


316,600







49







316,649Long-term debt repayments


(260,063
)






(2,897
)






(262,960
)Dividends paid to noncontrolling interests










(180
)






(180
)Cash flow provided by (used in) financing activities


56,537



(8,985
)


10,386



5,594



63,532Effect of foreign currency exchange rate changes on cash










902







902Decrease in cash and cash equivalents


(1,599
)






(6,171
)


5,594



(2,176
)Cash and cash equivalents at beginning of period


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
14,825


$



$
89,630


$
(9,570
)

$
94,885  32




---



##### Table of Contents



Item 2. MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  Overview
    
    Net revenues for the first quarter of 2009 were
    $1.6 billion, a decrease of 8% compared to the first
    quarter of 2008. Excluding the sales from our JP Fresh and Dole
    France ripening and distribution subsidiaries, which were sold
    during the fourth quarter of 2008, sales decreased 1%.
    Operating income for the first quarter of 2009 was
    $123 million compared to $53 million for the first
    quarter of 2008, an improvement of 131% over the first quarter
    of 2008.
    Banana operations continued to benefit throughout the first
    quarter of 2009 from strong local pricing in both North America
    and Asia as well as from higher demand in Japan.
    Chilean deciduous fruit business also improved during the first
    quarter of 2009, due to higher volumes and a favorable Chilean
    peso foreign currency exchange rate.
    Revenues and earnings were lower in our European ripening and
    distribution business, excluding the first quarter 2008 results
    of JP Fresh and Dole France, due to unfavorable euro and Swedish
    krona foreign currency exchange rates.
    Earnings in our fresh vegetables segment improved during the
    first quarter of 2009 due to higher pricing of commodity
    vegetables in North America and higher sales of premium salad
    kits introduced in the second half of 2008. In addition,
    improved utilization and more efficient distribution continue to
    improve packaged salads operating results.
    Earnings in our packaged foods segment were lower during the
    first quarter of 2009 compared to the first quarter of 2008 as
    operating results in 2008 included unrealized foreign currency
    exchange hedge gains of $6 million. Excluding these gains,
    earnings benefited from improved results in our packaged frozen
    fruit operations as well as from lower marketing and general and
    administrative expenses. These improvements were partially
    offset by lower volumes sold across most product lines.
    The Company continued its focus on reducing its operating
    expenses. On a comparable basis, general and administrative
    costs decreased $8 million or 17% during the first quarter
    of 2009 due to lower headcount and various cost-cutting
    initiatives.
    Other income (expense), net for the first quarter of 2009
    increased $50.7 million compared to the first quarter of
    2008 due primarily to non-cash unrealized gains on the
    Companys cross currency swap and foreign denominated
    borrowings. These items were partially offset by the write-off
    of deferred debt issuance costs of $5.2 million associated
    with the Companys March 2009 amendment of its senior
    secured credit facilities.
    During the first quarter of 2009, the Company completed the
    first phase of the sale of its fresh-cut flowers business
    (Flowers transaction), closed the sale of certain
    banana properties in Latin America and closed the sale of
    certain property in California. The Company received net cash
    proceeds of $82 million for these sales and recorded
    realized gains of $17.9 million of which $1.3 million
    related to the Flowers transaction and was recorded as a gain on
    disposal of discontinued operations.
    The Company completed the sale and issuance of $350 million
    13.875% senior secured notes due March 2014 at a discount
    of $25 million. The net proceeds from the offering,
    together with cash on hand
    and/or
    borrowings under the revolving credit facility were used to
    purchase all of the $345 million 8.625% notes due May
    2009 (2009 notes). In connection with the
    refinancing transaction, the Company amended its senior secured
    credit facilities, which amendments, among other things,
    permitted issuance of new secured debt securities to refinance
    our 2009 notes, increased the interest rate on the term and
    revolving credit facilities and added a leverage maintenance
    covenant. Debt issuance costs related to the refinancing
    transaction were approximately $18 million. 33




---



##### Table of Contents




    On April 23, 2009, Los Angeles Superior Court Judge
    Victoria Chaney dismissed with prejudice the two remaining DBCP
    lawsuits by Nicaraguan plaintiffs in L.A. Superior Court,
    finding that the plaintiffs, and certain of their attorneys,
    fabricated their claims, engaged in a long-running conspiracy to
    commit a fraud on the court, used threats of violence to
    frighten witnesses and suppress the truth, and conspired with
    corrupt Nicaraguan judges, depriving Dole and the other
    defendants of due process. Judge Chaney also found evidence that
    the fraud had contaminated other DBCP cases, including the
    Nicaraguan judgment in another DBCP case, which currently is
    pending before a federal district court in Miami. Judge Chaney
    found that there was clear and convincing evidence that
    U.S. and Nicaraguan plaintiffs lawyers had
    conspired with Nicaraguan judges to fix DBCP cases by
    manufacturing false lab reports. Dole is seeking to have a
    prior L.A. Superior Court DBCP case judgment for
    $1.58 million remanded to Judge Chaney in light of her
    April 23, 2009 findings.  Results
    of Operations
    Quarter EndedMarch 28,


March 22,2009


2008(In thousands)Revenues, net

$
1,596,590


$
1,728,345Operating income


123,099



53,360Other income (expense), net


21,952



(28,711
)Interest expense


(37,546
)


(43,497
)Income taxes


(8,048
)


(9,377
)Income (loss) from discontinued operations, net of income taxes


122



(2,821
)Gain on disposal of discontinued operations, net of income taxes


1,308



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


102,820



(28,945
)   Revenues
  ®
  Operating
    Income
   34




---



##### Table of Contents



Other
    Income (Expense), Net
    Interest
    Expense
    Income
    Taxes
    Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
      Segment
    Results of Operations
   35




---



##### Table of Contents



Quarter EndedMarch 28,


March 22,2009


2008(In thousands)Revenues from external customers:Fresh fruit

$
1,121,982


$
1,228,528Fresh vegetables


233,442



231,029Packaged foods


240,850



268,505Corporate


316



283$
1,596,590


$
1,728,345   Quarter EndedMarch 28,


March 22,2009


2008(In thousands)EBIT:Fresh fruit

$
98,822


$
52,886Fresh vegetables


16,473



(3,470
)Packaged foods


21,890



24,185Total operating segments


137,185



73,601Corporate:Unrealized gain (loss) on cross currency swap


17,716



(32,354
)Operating and other expenses


(7,020
)


(13,826
)Corporate


10,696



(46,180
)Interest expense


(37,546
)


(43,497
)Income taxes


(8,048
)


(9,377
)Net income (loss) from continuing operations

$
102,287


$
(25,453
)   Fresh
    Fruit
   36




---



##### Table of Contents



Fresh
    Vegetables
      Packaged
    Foods
      Corporate
   37




---



##### Table of Contents



Discontinued
    Operations
      Quarter Ended


Quarter EndedMarch 28, 2009


March 22, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
2,780


$
33,816


$
1,872


$
35,688Income (loss) before income taxes

$
159


$
(3,141
)

$
43


$
(3,098
)Income taxes


(37
)


295



(18
)


277Income (loss) from discontinued operations, net of income taxes

$
122


$
(2,846
)

$
25


$
(2,821
)Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$




   Fresh-Cut
    Flowers
    Liquidity
    and Capital Resources
       38




---



##### Table of Contents



Form 10-K
  and/or
         39




---



##### Table of Contents



Other
    Matters
  Recently Adopted Accounting
    Pronouncements:
  European Union (EU) Banana Import
    Regime:
          Derivative Instruments and Hedging
    Activities:
  Accounting for
    Derivative Instruments and Hedging Activities, as amended
 40




---



##### Table of Contents



Quarter Ended March 28, 2009Foreign Currency


Bunker Fuel


Cross CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
9,350


$
3,241


$



$
12,591Packaged foods


152











152Corporate










17,716



17,716$
9,502


$
3,241


$
17,716


$
30,459   Quarter Ended March 22, 2008Foreign Currency


Bunker Fuel


Cross CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(9,955
)

$
439


$



$
(9,516
)Packaged foods


6,162











6,162Corporate










(32,354
)


(32,354
)$
(3,793
)

$
439


$
(32,354
)

$
(35,708
)     Supplemental
    Financial Information
    March 28,


January 3,2009


2009(In thousands)Balance Sheet Data:Total working capital (current assets less current liabilities)

$
871,369


$
531,047Total assets

$
4,279,382


$
4,364,619Total debt

$
2,113,923


$
2,204,093Total shareholders equity

$
524,839


$
433,159   Quarter EndedMarch 28,


March 22,2009


2008(In thousands)Other Financial Data:Operating Income

$
123,099


$
53,360Depreciation and amortization from continuing operations


26,929



33,088Operating income before depreciation and amortization
    (OIBDA)


150,028



86,448Net unrealized (gain) loss on hedges


(12,743
)


3,354Adjusted OIBDA

$
137,285


$
89,802Adjusted OIBDA margin


8.6
%


5.2
%Capital expenditures from continuing operations

$
7,971


$
10,222    41




---



##### Table of Contents



Form 10-Q.
      Form 10-K
 Item 3. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
 Item 4. CONTROLS
    AND PROCEDURES  Rule 15d-15(e)
 42




---



##### 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 43




---



##### Table of Contents



SIGNATURES    
  By:
    /s/  Joseph
    S. Tesoriero   Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh  Yoon J. Hugh
 Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
   44




---



##### 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 45