##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

|                                                                                        
|----------------------------------------------------------------------------------------
|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 22, 2003

OR

|                                                                                         
|-----------------------------------------------------------------------------------------
|oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from          to

Commission File Number 1-4455

DOLE FOOD COMPANY, INC.

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 99-0035300
(I.R.S. Employer
Identification No.)

One Dole Drive
Westlake Village, California 91362
(Address of principal executive offices and zip code)

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

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

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

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

|                                     |  |                                        
|------------------------------------ |  | ---------------------------------------
|Class
Common Stock, $0.001 Par Value |  | Shares Outstanding at May 5, 2003
1,000





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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I.FINANCIAL INFORMATION                      
|                                                   | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                   |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                                   | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                   | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                                   | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION                        
|                                                   | Item 1. Legal Proceedings                                                                    
|                                                   | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                        
|CERTIFICATIONS-SECTION 302 CHIEF EXECUTIVE OFFICER
|CERTIFICATIONS-SECTION 302 CHIEF FINANCIAL OFFICER
|CERTIFICATION-SECTION 906 CHIEF EXECUTIVE OFFICER 
|CERTIFICATION-SECTION 906 CHIEF FINANCIAL OFFICER 
|EXHIBIT INDEX                                     
|EXHIBIT 3.1                                       
|EXHIBIT 3.2                                       
|EXHIBIT 4.1                                       
|EXHIBIT 4.10                                      
|EXHIBIT 4.11                                      



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##### Table of Contents



DOLE FOOD COMPANY, INC.

Index


|         |         |                                                                                                  |                                                                                       |  |    |    |        |  | 
|-------- | ------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------- |  | -- | -- | ------ |  | 
|         |         |                                                                                                  |                                                                                       |  |    |    | Page  
|         |         |                                                                                                  |                                                                                       |  |    |    | Number
|         |         |                                                                                                  |                                                                                       |  |    |    |       
|Part I.  |         | Financial Information                                                                            |                                                                                       |  |    |   
|         | Item 1. |                                                                                                  | Financial Statements                                                                  |  |    |    |       
|         |         | Condensed Consolidated Statements of OperationsQuarters Ended March 22, 2003 and March 23, 2002 |                                                                                       |  | 3  |   
|         |         | Condensed Consolidated Balance SheetsMarch 22, 2003 and December 28, 2002                       |                                                                                       |  | 4  |   
|         |         | Condensed Consolidated Statements of Cash FlowsQuarters Ended March 22, 2003 and March 23, 2002 |                                                                                       |  | 5  |   
|         |         | Notes to Condensed Consolidated Financial Statements                                             |                                                                                       |  | 6  |   
|         | Item 2. |                                                                                                  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  |    | 12 |       
|         | Item 3. |                                                                                                  | Quantitative and Qualitative Disclosures About Market Risk                            |  |    | 18 |       
|         | Item 4. |                                                                                                  | Controls and Procedures                                                               |  |    | 18 |       
|Part II. |         | Other Information                                                                                |                                                                                       |  |    |   
|         | Item 1. |                                                                                                  | Legal Proceedings                                                                     |  |    | 18 |       
|         | Item 6. |                                                                                                  | Exhibits and Reports on Form 8-K                                                      |  |    | 20 |       
|         |         | Signatures                                                                                       |                                                                                       |  | 21 |   
|         |         | Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |                                                                                       |  | 22 |   
|         |         | Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |                                                                                       |  | 23 |   
|         |         | Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 |                                                                                       |  | 24 |   
|         |         | Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 |                                                                                       |  | 25 |   
|         |         | Exhibit Index                                                                                    |                                                                                       |  | 26 |   

2



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##### Table of Contents






PART I.
FINANCIAL INFORMATION







ITEM 1. FINANCIAL STATEMENTS
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
(in thousands, except per share amounts)


|                                                             |                                                                                      |   |               |         |           |   |           |         |  
|------------------------------------------------------------ | ------------------------------------------------------------------------------------ | - | ------------- | ------- | --------- | - | --------- | ------- | -
|                                                             |                                                                                      |   | Quarter Ended
|                                                             |                                                                                      |   |              
|                                                             |                                                                                      |   | March 22,     |         | March 23,
|                                                             |                                                                                      |   | 2003          |         | 2002     
|                                                             |                                                                                      |   |               |         |          
|Revenues, net                                                |                                                                                      | $ | 1,073,170     |         |           | $ | 1,059,415 |        
|Cost of products sold                                        |                                                                                      |   | 895,039       |         |           |   | 880,992   |        
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Gross margin                                                                         |   |               | 178,131 |           |   |           | 178,423 |  
|Selling, marketing and general and administrative expenses   |                                                                                      |   | 89,341        |         |           |   | 84,501    |        
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Operating income                                                                     |   |               | 88,790  |           |   |           | 93,922  |  
|Interest income                                              |                                                                                      |   | 2,700         |         |           |   | 2,148     |        
|Other income (expense) net                                  |                                                                                      |   | 2,045         |         |           |   | 1,225     |        
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Earnings before interest expense and income taxes                                    |   |               | 93,535  |           |   |           | 97,295  |  
|Interest expense                                             |                                                                                      |   | 19,647        |         |           |   | 14,531    |        
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Income before income taxes and cumulative effect of a change in accounting principle |   |               | 73,888  |           |   |           | 82,764  |  
|Income taxes                                                 |                                                                                      |   | 13,100        |         |           |   | 26,485    |        
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Income before cumulative effect of a change in accounting principle                  |   |               | 60,788  |           |   |           | 56,279  |  
|Cumulative effect of a change in accounting principle        |                                                                                      |   |              |         |           |   | (119,917  | )      
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Net income (loss)                                                                    |   | $             | 60,788  |           |   | $         | (63,638 | )
|                                                             |                                                                                      |   |               |         |           |   |           |        
|Earnings (loss) per common sharebasic                       |                                                                                      |   |               |         |           |   |           |        
|                                                             | Income before cumulative effect of a change in accounting principle                  |   | $             | 1.08    |           |   | $         | 1.01    |  
|                                                             | Cumulative effect of a change in accounting principle                                |   |               |        |           |   |           | (2.14   | )
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Net income (loss)                                                                    |   | $             | 1.08    |           |   | $         | (1.13   | )
|                                                             |                                                                                      |   |               |         |           |   |           |        
|Earnings (loss) per common sharediluted                     |                                                                                      |   |               |         |           |   |           |        
|                                                             | Income before cumulative effect of a change in accounting principle                  |   | $             | 1.07    |           |   | $         | 0.99    |  
|                                                             | Cumulative effect of a change in accounting principle                                |   |               |        |           |   |           | (2.11   | )
|                                                             |                                                                                      |   |               |         |           |   |           |        
|                                                             | Net income (loss)                                                                    |   | $             | 1.07    |           |   | $         | (1.12   | )
|                                                             |                                                                                      |   |               |         |           |   |           |        
|Weighted-average number of common shares outstandingbasic   |                                                                                      |   | 56,294        |         |           |   | 55,945    |        
|Weighted-average number of common shares outstandingdiluted |                                                                                      |   | 56,898        |         |           |   | 56,832    |        

See Accompanying Notes to Condensed Consolidated Financial Statements

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DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
(in thousands, except share data)


|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |   |           | 
|--------------------------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | --------- | --------- | ------------ | ------- | - | --------- | 
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         | March 22, |           | December 28,
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         | 2003      |           | 2002        
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |             
|ASSETS                                                                                  |                                                       |                                                                                                                                                             |                                            |         |           |           |              |        
|Current Assets:                                                                         |                                                       |                                                                                                                                                             |                                            |         |           |           |              |        
|                                                                                        | Cash and cash equivalents                             |                                                                                                                                                             | $                                          | 641,000 |           |           | $            | 646,967 |  
|                                                                                        | Receivables, net of allowances of $70,678 and $70,938 |                                                                                                                                                             |                                            | 586,307 |           |           |              | 505,427 |  
|                                                                                        | Inventories                                           |                                                                                                                                                             |                                            | 422,335 |           |           |              | 410,912 |  
|                                                                                        | Prepaid expenses                                      |                                                                                                                                                             |                                            | 47,152  |           |           |              | 42,467  |  
|                                                                                        | Deferred income tax assets                            |                                                                                                                                                             |                                            | 32,952  |           |           |              | 36,842  |  
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |  
|                                                                                        |                                                       |                                                                                                                                                             | Total current assets                       |         |           | 1,729,746 |              |         |   | 1,642,615 | 
|Investments                                                                             |                                                       |                                                                                                                                                             | 82,102                                     |         |           |           | 80,939       |        
|Property, plant and equipment, net of accumulated depreciation of $884,173 and $917,983 |                                                       |                                                                                                                                                             | 1,003,809                                  |         |           |           | 1,026,565    |        
|Goodwill, net of accumulated amortization of $33,315 and $33,300                        |                                                       |                                                                                                                                                             | 132,089                                    |         |           |           | 132,080      |        
|Other assets, net                                                                       |                                                       |                                                                                                                                                             | 136,436                                    |         |           |           | 154,653      |        
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |  
|                                                                                        |                                                       |                                                                                                                                                             | Total assets                               |         | $         | 3,084,182 |              |         | $ | 3,036,852 | 
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                    |                                                       |                                                                                                                                                             |                                            |         |           |           |              |        
|Current Liabilities:                                                                    |                                                       |                                                                                                                                                             |                                            |         |           |           |              |        
|                                                                                        | Accounts payable and accrued liabilities              |                                                                                                                                                             | $                                          | 702,236 |           |           | $            | 710,944 |  
|                                                                                        | Current portion of long-term debt                     |                                                                                                                                                             |                                            | 249,091 |           |           |              | 230,813 |  
|                                                                                        | Notes payable                                         |                                                                                                                                                             |                                            | 12,733  |           |           |              | 11,601  |  
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |  
|                                                                                        |                                                       |                                                                                                                                                             | Total current liabilities                  |         |           | 964,060   |              |         |   | 953,358   | 
|Long-term debt                                                                          |                                                       |                                                                                                                                                             | 863,653                                    |         |           |           | 882,480      |        
|Other long-term liabilities                                                             |                                                       |                                                                                                                                                             | 421,175                                    |         |           |           | 426,613      |        
|Minority interests                                                                      |                                                       |                                                                                                                                                             | 30,563                                     |         |           |           | 29,290       |        
|Commitments and contingencies (See Note 10)                                             |                                                       |                                                                                                                                                             |                                            |         |           |           |              |        
|Shareholders equity:                                                                   |                                                       |                                                                                                                                                             |                                            |         |           |           |              |        
|                                                                                        | Preferred stock, no par value                         |                                                                                                                                                             |                                            |         |           |           |              |         |  
|                                                                                        |                                                       | 30 million shares authorized, no shares issued and outstanding                                                                                              |                                            |         |          |           |              |         |  |          
|                                                                                        | Common stock, no par value                            |                                                                                                                                                             |                                            | 316,973 |           |           |              | 316,853 |  
|                                                                                        |                                                       | 80 million shares authorized, 56.3 million shares issued and
outstanding at March 22, 2003; 56.2 million shares issued and
outstanding at December 28, 2002 |                                            |         |           |           |              |         |   |          
|                                                                                        | Additional paid-in capital                            |                                                                                                                                                             |                                            | 69,474  |           |           |              | 66,319  |  
|                                                                                        | Retained earnings                                     |                                                                                                                                                             |                                            | 501,682 |           |           |              | 449,334 |  
|                                                                                        | Accumulated other comprehensive loss                  |                                                                                                                                                             |                                            | (83,398 | )         |           |              | (87,395 | )
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |  
|                                                                                        |                                                       |                                                                                                                                                             | Total shareholders equity                 |         |           | 804,731   |              |         |   | 745,111   | 
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |  
|                                                                                        |                                                       |                                                                                                                                                             | Total liabilities and shareholders equity |         | $         | 3,084,182 |              |         | $ | 3,036,852 | 
|                                                                                        |                                                       |                                                                                                                                                             |                                            |         |           |           |              |         |  

See Accompanying Notes to Condensed Consolidated Financial Statements

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DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

|                                                                                                   |                                                       |   |               |         |           |   |         |          |  
|-------------------------------------------------------------------------------------------------- | ----------------------------------------------------- | - | ------------- | ------- | --------- | - | ------- | -------- | -
|                                                                                                   |                                                       |   | Quarter Ended
|                                                                                                   |                                                       |   |              
|                                                                                                   |                                                       |   | March 22,     |         | March 23,
|                                                                                                   |                                                       |   | 2003          |         | 2002     
|                                                                                                   |                                                       |   |               |         |          
|Operating activities                                                                               |                                                       |   |               |         |           |   |         |         
|Net income (loss)                                                                                  |                                                       | $ | 60,788        |         |           | $ | (63,638 | )       
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |                                                       |   |               |         |           |   |         |         
|                                                                                                   | Cumulative effect of a change in accounting principle |   |               |        |           |   |         | 119,917  |  
|                                                                                                   | Depreciation and amortization                         |   |               | 25,295  |           |   |         | 21,910   |  
|                                                                                                   | Net loss (gain) on asset disposals and abandonments   |   |               | 1,884   |           |   |         | (867     | )
|                                                                                                   | Equity earnings, net of distributions                 |   |               | (2,273  | )         |   |         | (2,681   | )
|                                                                                                   | Provision for deferred income taxes                   |   |               | 2,201   |           |   |         | 12,703   |  
|                                                                                                   | Minority interests                                    |   |               | 1,073   |           |   |         | 1,426    |  
|                                                                                                   | Other                                                 |   |               | 894     |           |   |         | 229      |  
|Changes in operating assets and liabilities net of effects from non-cash transactions:             |                                                       |   |               |         |           |   |         |         
|                                                                                                   | Receivables                                           |   |               | (79,192 | )         |   |         | (113,692 | )
|                                                                                                   | Inventories                                           |   |               | (11,367 | )         |   |         | (20,447  | )
|                                                                                                   | Prepaid expenses and other assets                     |   |               | (47     | )         |   |         | 4,406    |  
|                                                                                                   | Accounts payable and accrued liabilities              |   |               | 5,253   |           |   |         | (11,154  | )
|                                                                                                   | Other long-term liabilities                           |   |               | (3,104  | )         |   |         | 1,725    |  
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Cash flow provided by (used in) operating activities                                               |                                                       |   | 1,405         |         |           |   | (50,163 | )       
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Investing activities                                                                               |                                                       |   |               |         |           |   |         |         
|Proceeds from sales of assets                                                                      |                                                       |   | 1,743         |         |           |   | 8,420   |         
|Purchases of investments                                                                           |                                                       |   |              |         |           |   | (511    | )       
|Capital additions                                                                                  |                                                       |   | (3,827        | )       |           |   | (16,637 | )       
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Cash flow used in investing activities                                                             |                                                       |   | (2,084        | )       |           |   | (8,728  | )       
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Financing activities                                                                               |                                                       |   |               |         |           |   |         |         
|Short-term debt borrowings                                                                         |                                                       |   | 8,777         |         |           |   | 5,861   |         
|Short-term debt repayments                                                                         |                                                       |   | (10,659       | )       |           |   | (9,511  | )       
|Long-term debt borrowings                                                                          |                                                       |   | 4,193         |         |           |   |        |         
|Long-term debt repayments                                                                          |                                                       |   | (2,952        | )       |           |   | (7,089  | )       
|Dividends paid to common shareholders                                                              |                                                       |   | (8,440        | )       |           |   | (8,389  | )       
|Proceeds from issuance of common stock                                                             |                                                       |   | 2,768         |         |           |   | 1,210   |         
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Cash flow used in financing activities                                                             |                                                       |   | (6,313        | )       |           |   | (17,918 | )       
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Effect of foreign exchange rate changes on cash and cash equivalents                               |                                                       |   | 1,025         |         |           |   | 331     |         
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Decrease in cash and cash equivalents                                                              |                                                       |   | (5,967        | )       |           |   | (76,478 | )       
|Cash and cash equivalents at beginning of period                                                   |                                                       |   | 646,967       |         |           |   | 361,326 |         
|                                                                                                   |                                                       |   |               |         |           |   |         |         
|Cash and cash equivalents at end of period                                                         |                                                       | $ | 641,000       |         |           | $ | 284,848 |         
|                                                                                                   |                                                       |   |               |         |           |   |         |         

See Accompanying Notes to Condensed Consolidated Financial Statements

5



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

1.    BASIS OF PRESENTATION



| |  | In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of Dole Food Company, Inc. and its
consolidated subsidiaries (the Company) include all adjustments necessary,
which are of a normal recurring nature, to present fairly the Companys
financial position as of March 22, 2003, its results of operations for the
quarters ended March 22, 2003 and March 23, 2002 and its cash flows for the
quarters then ended. The Company operates under a 52/53-week year and the
quarters ended March 22, 2003 and March 23, 2002 are twelve weeks in
duration. For a summary of significant accounting policies used in the
preparation of these financial statements, refer to the Notes to
Consolidated Financial Statements in Item 8 of the Companys Annual Report
on Form 10-K (10-K) for the year ended December 28, 2002 and the new
accounting policies adopted by the Company in the first fiscal quarter of
2003 (see Note 2 below).
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Interim results are subject to seasonal variations and are not
necessarily indicative of the results of operations for a full year. The
Companys operations are sensitive to a number of factors including
weather-related phenomena and their effects on industry volumes, prices,
product quality and costs. Operations are also sensitive to fluctuations in
currency exchange rates in both sourcing and selling locations as well as
economic crises and security risks in developing countries. For additional
information on market risks and related matters affecting the Companys
financial position and results of operations, refer to Items 1, 7 and 7A of
the Companys 10-K for the year ended December 28, 2002.                                                                                                                                                                                                                                                             
|
| |  | Certain prior year amounts have been reclassified to conform with the
2003 presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

2.    ADOPTION OF NEW ACCOUNTING POLICIES



| |  | In the first quarter of 2003 the Company adopted new accounting policies in
accordance with the provisions of the following recently issued accounting
pronouncements. With the exception of the adoption of a new accounting
policy for special-purpose entities, which is effective from February 1,
2003, these new accounting policies are effective December 29, 2002, the
first day of the Companys 2003 fiscal year:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Asset Retirement Obligations: In June 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards
No. 143 (FAS 143), Accounting for Asset Retirement Obligations. This
standard provides accounting guidelines for the cost of legal obligations
associated with the retirement of long-lived assets. FAS 143 requires that
companies recognize the fair-value of a liability for asset retirement
obligations in the period in which the obligations are incurred and
capitalize that amount as part of the book value of the long-lived asset.
The resulting net cost is then depreciated over the remaining life of the
underlying long-lived asset. The adoption of FAS 143 did not have a material
impact on the Companys financial condition or results of operations.                                                                                                                                                                                                                                        
|
| |  | Restructuring Costs: In June 2002, the FASB issued Statement of Financial
Accounting Standards No. 146 (FAS 146), Accounting for Costs Associated
with Exit or Disposal Activities. FAS 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3 (EITF 94-3),
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). This statement requires that the fair-value of an initial
liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred as opposed to when the entity
commits to an exit plan, thereby eliminating the definition and requirements
for recognition of exit costs. The adoption of FAS 146 did not have a
material impact on the Companys financial condition or results of
operations.                                                                                         
|
| |  | Guarantees: In November 2002, the FASB issued FASB Interpretation No. 45
(FIN 45), Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45
elaborates on the disclosures to be made by a guarantor about its
obligations under certain types of guarantees. FIN 45 also clarifies that a
guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair-value of the obligation undertaken in issuing the
guarantee. FIN 45 specifically identifies obligations that are excluded from
the provisions related to recognizing a liability at inception; however,
these guarantees are subject to the disclosure requirements of FIN 45. The
recognition and measurement provisions of FIN 45 are applicable on a
prospective basis to guarantees issued or modified after the beginning of
the fiscal year in which FIN 45 is adopted. The adoption of FIN 45 did not
have a material impact on the Companys financial condition or results of
operations.
|
| |  | Stock-Based Compensation: In December 2002, the FASB issued Statement of
Financial Accounting Standards No. 148 (FAS 148), Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123. FAS 148 amends Statement of Financial Accounting
Standards No. 123 (FAS 123), Accounting for Stock-Based Compensation, to
provide alternative methods of transition for a voluntary change to the
fair-value based method of accounting for stock-based employee compensation.
Beginning on December 29, 2002 the Company elected to adopt the fair-value
method of accounting for stock-based employee compensation. Prior to
December 29, 2002, the Company applied the intrinsic value method of
accounting for stock options issued to                                                                                                                                                                                                                                                                              

6



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##### Table of Contents



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



| |  | employees. The Company has elected to apply the prospective method of
adoption outlined in FAS 148. The prospective method applies the recognition
provisions of FAS 123 to all employee awards granted, modified or settled
after the beginning of the fiscal years in which the recognition provisions
are first applied. The adoption of the fair-value method of accounting for
stock options issued to employees, on a prospective basis, did not have a
material impact on the Companys financial condition or results of
operations for the quarter ended March 22, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Special-Purpose Entities: In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities. This standard clarifies the application of Accounting Research
Bulletin No. 51, Consolidated Financial Statements, and addresses
consolidation by business enterprises of variable interest entities (more
commonly know as Special-Purpose Entities or SPEs). FIN 46 requires
existing unconsolidated variable interest entities to be consolidated by
their primary beneficiaries if the entities do not effectively disperse risk
among the parties involved. FIN 46 also significantly enhances the
disclosure requirements related to variable interest entities. This
statement is effective for variable interest entities created or in which an
enterprise obtains an interest after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, for all
interests in variable entities acquired before February 1, 2003 and will
therefore be applicable to these entities in the Companys third quarter of
2003. The Company had no new interests in variable interest entities in the
first quarter of 2003. The Company is in the process of evaluating the
impact of this statement on its financial condition and results of
operations as a result of interests the Company has in variable interest
entities acquired prior to February 1, 2003.

3.    SEGMENT INFORMATION



| |  | The Company has four primary reportable operating segments: fresh fruit,
fresh vegetables, packaged foods and fresh-cut flowers. These reportable
segments are managed separately due to differences in their products,
production processes, distribution channels and customer bases.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Management evaluates and monitors segment performance primarily through
earnings before interest expense and income taxes (EBIT). EBIT, which is
disclosed as a line in the Condensed Consolidated Statements of Operations,
is calculated by adding interest income and other income (expense)  net to
operating income. Management believes that segment EBIT provides useful
information for analyzing the underlying business results as well as
allowing investors a means to evaluate the financial results of each segment
in relation to the Company as a whole. EBIT is not defined under accounting
principles generally accepted in the United States (GAAP) and should not
be considered in isolation or as a substitute for net income or cash flow
measures prepared in accordance with GAAP or as a measure of the Companys
profitability or liquidity. Additionally, the Companys computation of EBIT
may not be comparable to other similarly titled measures computed by other
companies, because all companies do not calculate EBIT in the same fashion.
|
| |  | Revenues from external customers and EBIT for the reportable operating
segments and corporate and other were as follows (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                 |                          |   |               |         |           |   |           |         |  
|-------------------------------- | ------------------------ | - | ------------- | ------- | --------- | - | --------- | ------- | -
|                                 |                          |   | Quarter Ended
|                                 |                          |   |              
|                                 |                          |   | March 22,     |         | March 23,
|                                 |                          |   | 2003          |         | 2002     
|                                 |                          |   |               |         |          
|Revenues from external customers |                          |   |               |         |           |   |           |        
|                                 | Fresh fruit              |   | $             | 725,115 |           |   | $         | 650,743 |  
|                                 | Fresh vegetables         |   |               | 176,865 |           |   |           | 223,977 |  
|                                 | Packaged foods           |   |               | 116,712 |           |   |           | 127,889 |  
|                                 | Fresh-cut flowers        |   |               | 48,506  |           |   |           | 52,802  |  
|                                 | Other operating segments |   |               | 5,972   |           |   |           | 4,004   |  
|                                 |                          |   |               |         |          
|                                 |                          | $ | 1,073,170     |         |           | $ | 1,059,415 |        
|                                 |                          |   |               |         |          
|EBIT                             |                          |   |               |         |           |   |           |        
|                                 | Fresh fruit              |   | $             | 70,174  |           |   | $         | 46,807  |  
|                                 | Fresh vegetables         |   |               | 16,703  |           |   |           | 43,723  |  
|                                 | Packaged foods           |   |               | 11,693  |           |   |           | 13,411  |  
|                                 | Fresh-cut flowers        |   |               | 6,394   |           |   |           | 3,104   |  
|                                 | Other operating segments |   |               | 65      |           |   |           | 7       |  
|                                 |                          |   |               |         |          
|                                 | Total operating segments |   |               | 105,029 |           |   |           | 107,052 |  
|                                 | Corporate and other      |   |               | (11,494 | )         |   |           | (9,757  | )
|                                 |                          |   |               |         |          
|                                 |                          | $ | 93,535        |         |           | $ | 97,295    |        
|                                 |                          |   |               |         |          

7



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



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

|                         |  |           |           |              |  |   |           | 
|------------------------ |  | --------- | --------- | ------------ |  | - | --------- | 
|                         |  | March 22, |           | December 28,
|                         |  | 2003      |           | 2002        
|                         |  |           |           |             
|Fresh fruit              |  | $         | 1,593,171 |              |  | $ | 1,509,424 | 
|Fresh vegetables         |  |           | 271,250   |              |  |   | 274,867   | 
|Packaged foods           |  |           | 364,835   |              |  |   | 347,395   | 
|Fresh-cut flowers        |  |           | 163,274   |              |  |   | 155,863   | 
|Other operating segments |  |           | 9,265     |              |  |   | 10,575    | 
|                         |  |           |           |              |  |   |           | 
|Total operating segments |  |           | 2,401,795 |              |  |   | 2,298,124 | 
|Corporate and other      |  |           | 682,387   |              |  |   | 738,728   | 
|                         |  |           |           |              |  |   |           | 
|                         |  | $         | 3,084,182 |              |  | $ | 3,036,852 | 
|                         |  |           |           |              |  |   |           | 

4.    INVENTORIES



| |  | The major classes of inventory were as follows (in thousands):
| |  | --------------------------------------------------------------

|                                   |  |           |         |              |  |   |         | 
|---------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                                   |  | March 22, |         | December 28,
|                                   |  | 2003      |         | 2002        
|                                   |  |           |         |             
|Finished products                  |  | $         | 206,585 |              |  | $ | 180,580 | 
|Raw materials and work in progress |  |           | 115,985 |              |  |   | 111,725 | 
|Crop growing costs                 |  |           | 44,823  |              |  |   | 59,672  | 
|Operating supplies and other       |  |           | 54,942  |              |  |   | 58,935  | 
|                                   |  |           |         |              |  |   |         | 
|                                   |  | $         | 422,335 |              |  | $ | 410,912 | 
|                                   |  |           |         |              |  |   |         | 

5.    EARNINGS PER COMMON SHARE



| |  | The basic weighted-average number of common shares outstanding was 56.3
million and 55.9 million for the quarters ended March 22, 2003 and March 23,
2002, respectively. The difference between basic and diluted earnings per
common share for the Company is solely attributable to stock options. For
the quarters ended March 22, 2003 and March 23, 2002, stock options for
approximately 0.9 million and 1.1 million shares, respectively, were
excluded from the diluted earnings (loss) per share calculation, as these
options were anti-dilutive. For the quarters ended March 22, 2003 and March
23, 2002 the diluted weighted-average number of common and common share
equivalent outstanding was 56.9 million and 56.8 million, respectively.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.    DIVIDENDS



| |  | During the first quarter of 2003, the Company declared and paid
dividends of approximately $8 million on its common shares representing its
regular quarterly dividends of 15 cents per share. During the first quarter
of 2002, the Company declared dividends of $17 million on its common shares,
representing its quarterly dividends of 15 cents per share for the first and
second quarters of 2002, of which $8 million was paid.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.    STOCK-BASED COMPENSATION



| |  | During the first quarter of fiscal 2003, the Company adopted the
fair-value recognition provisions of FAS 123, as amended by FAS 148, for
stock-based employee compensation, effective as of the beginning of the 2003
fiscal year. Under the prospective method of adoption selected by the
Company, the recognition provisions of FAS 123 apply to all new employee
awards granted after December 28, 2002; prior awards will continue to be
accounted for under the intrinsic value method. No stock compensation
expense is included in the results of operations for the quarters ended
March 22, 2003 and March 23, 2002.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



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##### Table of Contents



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



| |  | The following table illustrates the pro forma effect on net income
(loss) and earnings (loss) per share as if the fair-value method had been
applied to all outstanding and unvested awards in each period.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                           |             |      |               |        |           |  |   |         |  
|------------------------------------------ | ----------- | ---- | ------------- | ------ | --------- |  | - | ------- | -
|                                           |             |      | Quarter Ended
|                                           |             |      |              
|                                           |             |      | March 22,     |        | March 23,
|(in thousands, except per share amounts)   |             | 2003 |               | 2002  
|                                           |             |      |               |        |          
|Net income (loss)                          |             |      |               |        |           |  |   |        
|                                           | As reported |      | $             | 60,788 |           |  | $ | (63,638 | )
|                                           | Pro forma   |      | $             | 60,408 |           |  | $ | (64,204 | )
|Earnings (loss) per common share  basic   |             |      |               |        |           |  |   |        
|                                           | As reported |      | $             | 1.08   |           |  | $ | (1.13   | )
|                                           | Pro forma   |      | $             | 1.07   |           |  | $ | (1.15   | )
|Earnings (loss) per common share  diluted |             |      |               |        |           |  |   |        
|                                           | As reported |      | $             | 1.07   |           |  | $ | (1.12   | )
|                                           | Pro forma   |      | $             | 1.06   |           |  | $ | (1.13   | )

8.    COMPREHENSIVE INCOME



| |  | Components of comprehensive income (loss) for the quarters ended March 22,
2003 and March 23, 2002 were as follows (in thousands):
| |  | ----------------------------------------------------------------------------------------------------------------------------------

|                                                         |  |               |        |           |  |   |         |  
|-------------------------------------------------------- |  | ------------- | ------ | --------- |  | - | ------- | -
|                                                         |  | Quarter Ended
|                                                         |  |              
|                                                         |  | March 22,     |        | March 23,
|                                                         |  | 2003          |        | 2002     
|                                                         |  |               |        |          
|Net income (loss)                                        |  | $             | 60,788 |           |  | $ | (63,638 | )
|Unrealized foreign currency
translation (loss) gain, net |  |               | (195   | )         |  |   | 81      |  
|Unrealized net gains on cash
flow hedging instruments    |  |               | 4,192  |           |  |   | 680     |  
|                                                         |  |               |        |           |  |   |         |  
|Comprehensive income (loss)                              |  | $             | 64,785 |           |  | $ | (62,877 | )
|                                                         |  |               |        |           |  |   |         |  

9.    GOODWILL



| |  | During the second quarter of 2002, the Company completed the two-step
process of the transitional goodwill impairment test prescribed in Statement
of Financial Accounting Standards No. 142 (FAS 142), Goodwill and Other
Intangible Assets, with respect to existing goodwill. The transitional
goodwill impairment test resulted in the Company recognizing a non-cash
transitional goodwill impairment charge of $120 million in the second fiscal
quarter of 2002. Details of this impairment charge can be found in Note 9
to the Consolidated Financial Statements in Item 8 of the Companys 10-K for
the year ended December 28, 2002. As required by FAS 142, net income for the
first quarter of 2002 has been restated to reflect this charge in the first
interim period of the year of initial adoption. The $120 million charge has
been reflected as a cumulative effect of a change in accounting principle in
the Companys Condensed Consolidated Statement of Operations.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.  COMMITMENTS AND CONTINGENCIES



| |  | The Company is involved from time to time in claims and legal actions
incidental to its operations, both as plaintiff and defendant. The Company
has established what management currently believes to be adequate reserves
for pending legal matters. These reserves are established as part of an
ongoing worldwide assessment of claims and legal actions that takes into
consideration such items as changes in the pending case load (including
resolved and new matters), opinions of legal counsel, individual
developments in court proceedings, changes in the law, changes in business
focus, changes in the litigation environment, changes in opponent strategy
and tactics, new developments as a result of ongoing discovery, and past
experience in defending and settling similar claims. In the opinion of
management, after consultation with outside counsel, the claims or actions
to which the Company is a party are not expected to have a material adverse
effect, individually or in the aggregate, on the Companys financial
condition or results of operations.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | A significant portion of the Companys legal exposure relates to lawsuits
pending in the United States and in several foreign countries, alleging
injury as a result of exposure to the agricultural chemical DBCP
(1,2-dibromo-3-chloropropane). DBCP was manufactured by several chemical
companies including Dow and Shell and registered by the U.S. government for
use on food crops. The Company and other growers applied DBCP on banana
farms in Latin America and the Philippines and on pineapple farms in Hawaii.
Specific periods of use varied among the different locations. The Company
halted all purchases of DBCP, including for use in foreign countries, when
the U.S. EPA cancelled the registration of DBCP for use in the United States
in 1979. That cancellation was based in part on the apparent link between
male sterility and exposure to DBCP among factory workers producing the
product in 1977, as well as early product testing done by the manufacturers
showing testicular effects on animals exposed to DBCP. To date, there is no
reliable evidence 

9



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



| |  | demonstrating that field application of DBCP led to sterility among farm
workers, although that claim is made in the pending lawsuits. Nor is there
any reliable scientific evidence that DBCP causes any other injuries in
humans, although plaintiffs in the various actions assert claims based on
cancer, birth defects and other general illnesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Currently there are 790 lawsuits, in various stages of proceedings, alleging
injury as a result of exposure to DBCP. Eight of these lawsuits are
currently pending in various jurisdictions in the United States, with the
remainder pending in Latin America and the Philippines. Claimed damages
total approximately $19.6 billion, with the lawsuits in Nicaragua
representing 79% of this amount. In almost all of these cases, the Company
is a joint defendant with the major DBCP manufacturers and, typically, other
banana growers. To date, none of these lawsuits has resulted in a verdict
or judgment against the Company. However, as described below, a judgment
has been rendered in a DBCP case in Nicaragua.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | In Nicaragua, the Company has been served in 31 of 311 pending cases, with
the majority of the lawsuits brought pursuant to Law 364, an October 2000
Nicaraguan statute that contains substantive and procedural provisions that
Nicaraguas acting Attorney General formally opined are unconstitutional.
Nine of the 31 cases served were consolidated into one case before a civil
trial court in Managua, with the plaintiffs naming an entity denominated as
Dole Food Corporation Inc. as a defendant. The Company is aware of no
legal entity bearing that name, and the Company is certain that no such
legal entity is related to the Company. As a result, the Company responded
in these nine consolidated cases on behalf of Dole Fresh Fruit Company, a
subsidiary of the Company, which has been named as a defendant in other
pending DBCP matters, including matters brought by Nicaraguan citizens. The
Company paid a $100,000 non-refundable deposit to the Nicaraguan court, as
required under Law 364, to participate in the litigation. On October 25,
2002, the civil trial court in Managua issued a ruling that Dole Fresh Fruit
Company was not a party to the nine consolidated cases. Thereafter, counsel
for Dole Fresh Fruit Company notified the court that no legal entity known
as Dole Food Corporation Inc. exists and offered to appear on behalf of
Dole Food Company, Inc. and to ratify all prior pleadings of Dole Fresh
Fruit Company. On November 25, 2002, the civil trial court issued a ruling
that Dole Food Company, Inc. is not a defendant in the nine consolidated
cases.
|
| |  | On December 13, 2002, the Nicaraguan civil trial court entered a judgment in
the aggregate amount of $489 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical Company,
Standard Fruit and Vegetable Company and Dole Food Corporation Inc. in the
nine consolidated actions. Because the civil trial court had held that the
Company is not a defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and Vegetable
Company is a Texas corporation that is wholly unrelated to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | The Company believes that the Nicaraguan civil trial courts judgment will
not be enforceable against any Dole entity in the U.S. or in any other
country, because no Dole entity has been named in the judgment and
Nicaraguas Law 364 is unconstitutional and violates international due
process. Among other things, Law 364 is an improper special law directed
at particular parties, it requires defendants to pay large, non-refundable
deposits in order to participate in the litigation, it provides a severely
truncated procedural process, it establishes irrebutable presumption of
causation that are contrary to the evidence and scientific data, and it sets
unreasonable minimum damages that must be awarded. In addition, although
the Company sought to participate in the case, the Nicaraguan civil trial
court ruled that the Company would not be heard and that the Companys legal
motions and papers would not be considered. Finally, as previously noted,
the civil trial court ruled that neither Dole Food Company, Inc. nor Dole
Fresh Fruit Company is a defendant in the case. For these reasons, the
Company does not believe a U.S. court or that of any other nation would
enforce this judgment.                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | As to all the DBCP matters, the Company has denied liability and
asserted substantial defenses. Although no assurance can be given concerning
the outcome of these cases, in the opinion of management, after consultation
with legal counsel and based on past experience defending and settling DBCP
claims, the pending lawsuits are not expected to have a material adverse
effect on the Companys financial condition or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

11.  INCOME TAXES



| |  | The income tax provision of approximately $13 million for the quarter ended
March 22, 2003 reflects the Companys effective income tax rate for the
quarter of 18%. The income tax provision of approximately $26 million for
the first quarter of 2002 reflects the Companys then expected effective tax
rate for the full fiscal year of 32%. For both the quarters ended March 22,
2003 and March 23, 2002, the Companys effective tax rate differs from the
U.S. federal statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower than the U.S.
rate. No U.S. taxes have been provided on these earnings because such
earnings are intended to be indefinitely invested outside the U.S.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | As a result of the consummation of the transaction described in Note
12, the income tax provision for the quarter ended March 22, 2003 was based
on earnings for the period from December 29, 2002 through March 28, 2003, to
reflect the final separate financial reporting period for the Company in its
predecessor form. After the consummation of the going-private transaction,
the results of operations will be attributable to a new successor company.
The income tax provision for the quarter ended March 23, 2002 was determined
based on the Companys best estimate of the effective tax rate expected to
be applicable for the full fiscal year on an ongoing basis.                                                                             

10



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

12.  GOING-PRIVATE MERGER TRANSACTION



| |  | On December 18, 2002, the Company signed a definitive merger agreement
with David H. Murdock, the Companys Chairman and
Chief Executive Officer, pursuant to which Mr. Murdock would acquire
the approximately 76% of the Companys common stock that he and his
affiliates did not already own for $33.50 per share in cash. On March 26,
2003, subsequent to the end of the first quarter of 2003, the merger was
approved at a special meeting of the Companys stockholders. The
transaction was successfully completed on March 28, 2003 and the Company
became wholly owned by Mr. Murdock through DHM Holding Company, Inc., a
Delaware corporation (HoldCo). As a result of the transaction, the
Companys outstanding shares of common stock were retired and all
outstanding stock options have been settled in cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The purchase price of all of the outstanding common stock of the Company not
already owned by Mr. Murdock and his affiliates, plus transaction costs, is
estimated at approximately $1.54 billion. The funds necessary to purchase
these shares of the Company consisted of a $125 million capital contribution
by HoldCo, funds borrowed under $1.125 billion of new senior secured credit
facilities (consisting of $825 million of term loan facilities and $300
million of revolving credit facilities) and the issuance of $475 million
principal amount of 8.875% Senior Notes due 2011. The new Senior Notes were
offered within the United States only to qualified institutional investors
pursuant to Rule 144A under the Securities Act of 1933 (the Securities
Act) and to persons outside the United States in compliance with Regulation
S under the Securities Act. The Credit Agreement with respect to the new
senior secured credit facilities and the Indenture with respect to the new
Senior Notes contain significant restrictions and covenants affecting, among
other things, the operations and finances of the Company and its
subsidiaries. The Credit Agreement and the Indenture are attached to this
Form 10-Q as Exhibits 4.1 and 4.10, respectively.
|
| |  | In addition, on March 28, 2003, the Company defeased its 7% Senior
Notes due 2003 and redeemed its 6.375% Senior Notes due 2005 that had
outstanding balances of approximately $210 million and $300 million,
respectively, at March 22, 2003. The Companys 7.25% Senior Notes due 2009
and 7.875% Debentures due 2013 remain outstanding; however, the terms of
both the Senior Notes due 2009 and Debentures due 2013 were modified to
provide for substantially the same interest rates, covenants and guarantees
from certain of the Companys subsidiaries as are provided for by the new
Senior Notes. The modifications provide for interest at 8.625% on the
Senior Notes due 2009 and 8.75% on the Debentures due 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Subsequent to the end of the quarter, and in connection with the
transaction, the Company sold its interest in an aircraft under an operating
sale-leaseback agreement for approximately $29 million, which approximated
its book value. The Company also purchased shipping containers for
approximately $77 million that were previously leased under separate capital
and operating lease agreements and modified the provisions of its corporate
headquarters operating lease to provide for substantially the same interest
rate as the new senior secured credit facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | The acquisition will be accounted for as a purchase by HoldCo with the
related purchase accounting pushed down to the Company. The allocation of
the purchase price to the assets and liabilities of the Company has not been
completed; however, after completion, the Companys consolidated financial
statements may be significantly different from those presented historically.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

11



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##### Table of Contents






ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DOLE FOOD COMPANY, INC.

Results of Operations

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

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

|                                 |                          |   |               |         |           |   |           |         |  
|-------------------------------- | ------------------------ | - | ------------- | ------- | --------- | - | --------- | ------- | -
|                                 |                          |   | Quarter Ended
|                                 |                          |   |              
|                                 |                          |   | March 22,     |         | March 23,
|                                 |                          |   | 2003          |         | 2002     
|                                 |                          |   |               |         |          
|Revenues from external customers |                          |   |               |         |           |   |           |        
|                                 | Fresh fruit              |   | $             | 725,115 |           |   | $         | 650,743 |  
|                                 | Fresh vegetables         |   |               | 176,865 |           |   |           | 223,977 |  
|                                 | Packaged foods           |   |               | 116,712 |           |   |           | 127,889 |  
|                                 | Fresh-cut flowers        |   |               | 48,506  |           |   |           | 52,802  |  
|                                 | Other operating segments |   |               | 5,972   |           |   |           | 4,004   |  
|                                 |                          |   |               |         |           |  
|                                 |                          | $ | 1,073,170     |         |           | $ | 1,059,415 |        
|                                 |                          |   |               |         |           |  
|EBIT                             |                          |   |               |         |           |   |           |        
|                                 | Fresh fruit              |   | $             | 70,174  |           |   | $         | 46,807  |  
|                                 | Fresh vegetables         |   |               | 16,703  |           |   |           | 43,723  |  
|                                 | Packaged foods           |   |               | 11,693  |           |   |           | 13,411  |  
|                                 | Fresh-cut flowers        |   |               | 6,394   |           |   |           | 3,104   |  
|                                 | Other operating segments |   |               | 65      |           |   |           | 7       |  
|                                 |                          |   |               |         |           |  
|                                 | Total operating segments |   |               | 105,029 |           |   |           | 107,052 |  
|                                 | Corporate and other      |   |               | (11,494 | )         |   |           | (9,757  | )
|                                 |                          |   |               |         |           |  
|                                 |                          | $ | 93,535        |         |           | $ | 97,295    |        
|                                 |                          |   |               |         |           |  

Fresh Fruit

Fresh fruit revenues in the first quarter of 2003 increased 11% to $725
million from $651 million in the first quarter of 2002. The increase in fresh
fruit revenues in the first quarter was primarily due to favorable foreign
currency exchange rates, higher volumes of bananas sold in Asia and higher
volumes of DOLE PREMIUM SELECT® pineapples sold in North America and Europe.
These increases were partially offset by lower pricing of pineapples in North
America, lower local pricing of bananas in Europe and Asia and lower local
pricing of pineapples in Europe. In the current quarter, stronger euro,
Japanese yen and Swedish krona exchange rates versus the U.S. dollar,
positively impacted revenues by approximately $63 million.

Fresh fruit EBIT in the first quarter of 2003 increased to $70 million
from $47 million in the first quarter of 2002. EBIT increased primarily due to
the same factors that drove the increase in revenues. In addition, EBIT for
first quarter benefited from the absence of a $4 million legal expense in the
first quarter of 2002 related to DBCP litigation. Favorable exchange rates
positively impacted EBIT for the quarter by approximately $14 million.

Fresh Vegetables

Fresh vegetables revenues for the first quarter of 2003 decreased to $177
million from $224 million in the first quarter of 2002. The decrease in first
quarter revenues was mainly attributable to significantly lower North American
commodity vegetable prices, primarily due to an industry-wide lettuce shortage
in 2002, and the disposition of all of the Companys interest in Pascual
Hermanos, S.A. (Pascual Hermanos) in the third quarter of 2002, partially
offset by higher commodity vegetable and packaged salads volumes. Pascual
Hermanos revenues were approximately $16 million in the first quarter of 2002.

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Fresh vegetables EBIT for the first quarter of 2003 decreased to $17
million from $44 million in the first quarter of 2002. The decrease in first
quarter EBIT was primarily due to the same factors that drove the decrease in
revenues, partially offset by lower commodity growing costs. Pascual Hermanos
EBIT was approximately $6 million in the first quarter of 2002.

Packaged Foods

Packaged foods revenues for the first quarter of 2003 decreased to $117
million from $128 million in the first quarter of 2002. The decrease in
revenues for the quarter was due to lower volumes of processed pineapples in
Asia and North America, lower local pricing of processed pineapples in Asia and
the disposal of Saman S.A. (Saman) during the third quarter of 2002. The
lower volumes of processed pineapples was mainly due to timing of the Easter
holiday. In 2002, Easter occurred in the first quarter, whereas Easter
occurred in the second quarter in 2003. The decrease was partially offset by
higher volumes of the Companys FRUIT BOWLS® and FRUIT-N-GEL BOWLS products
and slightly higher pricing in North America. Saman revenues were approximately
$8 million in the first quarter of 2002.

EBIT in the packaged foods segment for the first quarter of 2003 decreased
to $12 million from $13 million in the first quarter of 2002. EBIT for the
quarter decreased primarily due to the same factors that drove the decrease in
revenues with the exception of the disposal of Saman, which had a positive
impact on EBIT due to an operating loss of approximately $1 million in the
first quarter of 2002. EBIT was further impacted by higher advertising costs
primarily to promote the Companys FRUIT BOWLS and FRUIT-N-GEL BOWLS products.
The decrease in EBIT was partially offset by lower product costs mainly due to
decreased packaging costs in Asia.

Fresh-Cut Flowers

Fresh-cut flowers revenues for the first quarter of 2003 decreased to $49
million from $53 million in the first quarter of 2002. The decrease in revenues
for the quarter was due to lower pricing, primarily in the wholesale commodity
sector, and lower volumes. The Company continues to right-size this business
to match volumes with market demand.

EBIT in the fresh-cut flowers segment for the first quarter of 2003
increased to $6 million from $3 million in the first quarter of 2002. EBIT for
the quarter benefited from lower operating costs primarily as a result of the
closure during 2002 of five production farms in Colombia and one in Mexico and
favorable foreign currency exchange rates, primarily between the U.S. dollar
and the Colombian Peso, resulting in lower U.S. dollar equivalent product
costs.

Corporate and Other

Corporate and other EBIT decreased in the first quarter of 2003 to a loss
of $11 million from a loss of $10 million in the first quarter of 2002. The
decrease in EBIT is primarily due to slightly higher consulting costs,
long-term employee incentive costs and transportation expenses, partially
offset by the absence of a write down of a note receivable, which occurred in
the first quarter of 2002.

Interest Expense and Income Taxes

Interest expense for the first quarter of 2003 was $20 million compared to
$15 million in the first quarter of 2002. Interest expense increased in the
quarter as a result of higher average debt levels resulting mainly from the
issuance of $400 million 7.25% unsecured senior notes due 2009 during the
second quarter of 2002.

The income tax provision of approximately $13 million for the quarter
ended March 22, 2003 reflects the Companys effective income tax rate for the
quarter of 18%. The income tax provision of approximately $26 million for the
first quarter of 2002 reflects the Companys then expected effective tax rate
for the full fiscal year of 32%. For both the quarters ended March 22, 2003 and
March 23, 2002, the Companys effective tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being taxed in foreign
jurisdictions at a net effective rate lower than the U.S. rate. No U.S. taxes
have been provided on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

As a
result of the consummation of the transaction described in Note 12 to
the Condensed Consolidated Financial Statements,
the income tax provision for the quarter ended March 22, 2003 was based on
earnings for the period from December 29, 2002 through March 28, 2003, to
reflect the final separate financial reporting period for the Company in its
predecessor form. After the consummation of the going-private transaction, the
results of operations will be attributable to a new successor company. The
income tax provision for the quarter ended March 23, 2002 was determined based
on the Companys best estimate of the effective tax rate expected to be
applicable for the full fiscal year on an ongoing basis.

Other

During the second quarter of 2002, the Company completed the two-step
process of the transitional goodwill impairment test prescribed in Statement of
Financial Accounting Standards No. 142 (FAS 142), Goodwill and Other
Intangible Assets. The transitional goodwill impairment test resulted in the
Company recognizing a non-cash transitional goodwill impairment charge of $120
million related entirely to the fresh-cut flowers reporting unit. As required
by FAS 142, the $120 million charge has been retroactively reflected in the
first quarter of 2002 as a cumulative effect of a change in accounting
principle in the Companys Condensed Consolidated Statement of Operations.

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The Company distributes its products in more than 90 countries throughout
the world. Some of the Companys costs are incurred in currencies different
from those received from the sale of products. Its international sales are
mainly transacted in U.S. dollars, and euro, Swedish krona and Japanese yen
currencies. Since the Company transacts business throughout the world, it is
subject to risks associated with fluctuations in foreign currency exchange
rates, primarily the euro, the Swedish krona and the Japanese yen. During the
first quarter of 2003, these three currencies strengthened against the U.S.
dollar, resulting in higher revenues for the quarter. The ultimate impact of
future changes to these and other currency exchange rates in 2003 is not
determinable at this time.

Going-Private Merger Transaction

On December 18, 2002, the Company signed a definitive merger agreement
with David H. Murdock, the Companys Chairman and Chief Executive Officer,
pursuant to which Mr. Murdock would acquire the approximately 76% of the
Companys common stock that he and his affiliates did not already own for
$33.50 per share in cash. On March 26, 2003, subsequent to the end of the
first quarter of 2003, the merger was approved at a special meeting of the
Companys stockholders. The transaction was successfully completed on March
28, 2003 and the Company became wholly owned by Mr. Murdock through DHM Holding
Company, Inc., a Delaware corporation (HoldCo). As a result of the
transaction, the Companys outstanding shares of common stock were retired and
all outstanding stock options have been settled in cash.

The purchase price of all of the outstanding common stock of the Company
not already owned by Mr. Murdock and his affiliates, plus transaction costs, is
estimated at approximately $1.54 billion. The funds necessary to purchase
these shares of the Company consisted of a $125 million capital contribution by
HoldCo, funds borrowed under $1.125 billion of new senior secured credit
facilities (consisting of $825 million of term loan facilities and $300 million
of revolving credit facilities) and the issuance of $475 million principal
amount of 8.875% Senior Notes due 2011. The new Senior Notes were offered
within the United States only to qualified institutional investors pursuant to
Rule 144A under the Securities Act of 1933 (the Securities Act) and to
persons outside the United States in compliance with Regulation S under the
Securities Act. The Credit Agreement with respect to the new senior secured
credit facilities and the Indenture with respect to the new Senior Notes
contain significant restrictions and covenants affecting, among other things,
the operations and finances of the Company and its subsidiaries. The Credit
Agreement and the Indenture are attached to this Form 10-Q as Exhibits 4.1 and
4.10, respectively.

In addition, on March 28, 2003, the Company defeased its 7% Senior Notes
due 2003 and redeemed its 6.375% Senior Notes due 2005 that had outstanding
balances of approximately $210 million and $300 million, respectively, at March
22, 2003. The Companys 7.25% Senior Notes due 2009 and 7.875% Debentures due
2013 remain outstanding; however, the terms of both the Senior Notes due 2009
and Debentures due 2013 were modified to provide for substantially the same
interest rates, covenants and guarantees from certain of the Companys
subsidiaries as are provided for by the new Senior Notes. The modifications
provide for interest at 8.625% on the Senior Notes due 2009 and 8.75% on the
Debentures due 2013.

Subsequent to the end of the quarter, and in connection with the
transaction, the Company sold its interest in an aircraft under an operating
sale-leaseback agreement for approximately $29 million, which approximated its
book value. The Company also purchased shipping containers for approximately
$77 million that were previously leased under separate capital and operating
lease agreements and modified the provisions of its corporate headquarters
operating lease to provide for substantially the same interest rate as the new
senior secured credit facilities.

The acquisition will be accounted for as a purchase by HoldCo with the
related purchase accounting pushed down to the Company. The allocation of the
purchase price to the assets and liabilities of the Company has not been
completed; however, after completion, the Companys consolidated financial
statements may be significantly different from those presented historically.

Adoption of New Accounting Policies

In the first quarter of 2003 the Company adopted new accounting policies
in accordance with the provisions of the following recently issued accounting
pronouncements. With the exception of the adoption of a new accounting policy
for special-purpose entities, which is effective from February 1, 2003, these
new accounting policies are effective December 29, 2002, the first day of the
Companys 2003 fiscal year:

Asset Retirement Obligations: In June 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards No.
143 (FAS 143), Accounting for Asset Retirement Obligations. This standard
provides accounting guidelines for the cost of legal obligations associated
with the retirement of long-lived assets. FAS 143 requires that companies
recognize the fair-value of a liability for asset retirement obligations in the
period in which the obligations are incurred and capitalize that amount as part
of the book value of the long-lived asset. The resulting net cost is then
depreciated over the remaining life of the underlying long-lived asset. The
adoption of FAS 143 did not have a material impact on the Companys financial
condition or results of operations.

Restructuring Costs: In June 2002, the FASB issued Statement of
Financial Accounting Standards No. 146 (FAS 146), Accounting for Costs
Associated with Exit or Disposal Activities. FAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3 (EITF 94-3),
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). This statement requires that the fair-value of an initial
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred as opposed

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to when the entity commits to an exit plan, thereby eliminating the
definition and requirements for recognition of exit costs. The adoption of
FAS 146 did not have a material impact on the Companys financial condition or
results of operations.

Guarantees: In November 2002, the FASB issued FASB Interpretation No. 45
(FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. FIN 45 elaborates on
the disclosures to be made by a guarantor about its obligations under certain
types of guarantees. FIN 45 also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair-value of
the obligation undertaken in issuing the guarantee. FIN 45 specifically
identifies obligations that are excluded from the provisions related to
recognizing a liability at inception; however, these guarantees are subject to
the disclosure requirements of FIN 45. The recognition and measurement
provisions of FIN 45 are applicable on a prospective basis to guarantees issued
or modified after the beginning of the fiscal year in which FIN 45 is adopted.
The adoption of FIN 45 did not have a material impact on the Companys
financial condition or results of operations.

Stock-Based Compensation:In December 2002, the FASB issued Statement of
Financial Accounting Standards No. 148 (FAS 148), Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123. FAS 148 amends Statement of Financial Accounting Standards No. 123 (FAS
123), Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair-value based method of
accounting for stock-based employee compensation. Beginning on December 29,
2002 the Company elected to adopt the fair-value method of accounting for
stock-based employee compensation. Prior to December 29, 2002, the Company
applied the intrinsic value method of accounting for stock options issued to
employees. The Company has elected to apply the prospective method of adoption
outlined in FAS 148. The prospective method applies the recognition provisions
of FAS 123 to all employee awards granted, modified or settled after the
beginning of the fiscal years in which the recognition provisions are first
applied. The adoption of the fair-value method of accounting for stock options
issued to employees, on a prospective basis, did not have a material impact on
the Companys financial condition or results of operations for the quarter
ended March 22, 2003.

Special-Purpose Entities: In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities. This standard clarifies the application of Accounting Research
Bulletin No. 51, Consolidated Financial Statements, and addresses
consolidation by business enterprises of variable interest entities (more
commonly know as Special-Purpose Entities or SPEs). FIN 46 requires existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries if the entities do not effectively disperse risk among the
parties involved. FIN 46 also significantly enhances the disclosure
requirements related to variable interest entities. This statement is
effective for variable interest entities created or in which an enterprise
obtains an interest after January 31, 2003. It applies in the first fiscal
year or interim period beginning after June 15, 2003, for all interests in
variable entities acquired before February 1, 2003 and will therefore be
applicable to these entities in the Companys third quarter of 2003. The
Company had no new interests in variable interest entities in the first quarter
of 2003. The Company is in the process of evaluating the impact of this
statement on its financial condition and results of operations as a result of
interests the Company has in variable interest entities acquired prior to
February 1, 2003.

Liquidity and Capital Resources

Cash flows provided by operating activities increased to $1 million in the
first quarter of 2003 from cash used in operations of $50 million in the first
quarter of 2002. The increase was primarily a result of a lower increase in
net working capital (receivables, inventories and prepaid and other assets less
accounts payable and accrued liabilities) in the first quarter of 2003,
compared to the increase in net working capital in the first quarter of 2002.
The lower increase in net working capital was partially due to a $12 million
net tax refund received in the first quarter of 2003. In the first quarter of
2003, improved cash flows from operations were also impacted by higher
earnings.

Cash
flows used in investing activities decreased to $2 million in the
first quarter of 2003 from $9 million in the first quarter of 2002. The
decrease is primarily a result of lower capital expenditures partially offset
by lower proceeds from the sale of assets.

The Company uses net debt (total debt less cash) as a supplementary
measure of leverage. Net debt is not defined under GAAP and should not be
considered in isolation as an indicator of leverage. Additionally, the
Companys calculation of net debt may not be comparable to other similarly
titled measures computed by other companies. During the first quarter of 2003,
net debt (derived by subtracting cash of $641 million from total
debt of $1.125 billion) increased by approximately $7 million to $484 million. The increase
during the first quarter of 2003 was primarily due to slightly lower cash
balances, primarily due to the payment of dividends and capital additions in
the first quarter, partially offset by proceeds from the exercise of stock
options and slightly positive cash flows from operations. The Companys net
debt to net debt and equity percentage decreased to 38% at the end of the first
quarter of 2003 from 39% at the end of 2002. The consummation of the
going-private merger transaction on March 28, 2003 will result in significantly higher
net debt for the Company beginning in the second quarter of 2003. Refer to the
discussion of the transaction for further details.

As of March 22, 2003, the Company had no outstanding balances under its
uncommitted lines of credit and no outstanding borrowings under its $400
million, 5-year revolving credit facility. Provisions under these facilities
require the Company to comply with certain financial covenants that include a
maximum permitted ratio of consolidated debt to net worth and a minimum
required fixed charge coverage ratio. As of March 22, 2003, the Company was in
compliance with these covenants. In connection with the consummation of the
going-private merger transaction on March 28, 2003, the $400 million facility was
cancelled.

In connection with the going-private merger transaction, which closed on
March 28, 2003, the Company and certain of its subsidiaries entered into $1.125
billion of new senior secured credit facilities (consisting of $825 million of
term loan facilities and $300 million of

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revolving credit facilities) and issued $475 million principal amount of
8.875% Senior Notes due 2011. The Credit Agreement and the Indenture are
attached to this Form 10-Q as Exhibits 4.1 and 4.10, respectively.

After the completion of the going-private merger transaction, the Company
believes that its remaining cash balances, cash flow from operations and
available borrowings under the revolving credit portion of the new senior
secured credit facility will enable it to meet its working capital, capital
expenditure, revolving and term debt maturity and other funding requirements.

Factors impacting the Companys cash flow from operations include such
items as commodity prices, interest rates and foreign currency exchange rates,
among other things, as set forth in the Companys Form 10-K for the fiscal year
ended December 28, 2002 and in subsequent SEC filings and as set forth in Item
3 below.

Supplemental Financial Information

The following financial information has been presented as management
believes that it is useful information to some readers of the Companys
consolidated financial statements.

|                           |  |           |           |           |  |   |           | 
|-------------------------- |  | --------- | --------- | --------- |  | - | --------- | 
|                           |  | March 22, |           | March 23,
|(in thousands)             |  | 2003      |           | 2002     
|                           |  |           |           |          
|Balance Sheet Data:        |  |           |           |           |  |   |           | 
|Total working capital      |  | $         | 765,686   |           |  | $ | 553,561   | 
|Total assets               |  | $         | 3,084,182 |           |  | $ | 2,663,810 | 
|Total debt                 |  | $         | 1,125,477 |           |  | $ | 832,650   | 
|Total shareholders equity |  | $         | 804,731   |           |  | $ | 657,582   | 

|                                            |  |               |         |           |  |   |         |  
|------------------------------------------- |  | ------------- | ------- | --------- |  | - | ------- | -
|                                            |  | Quarter Ended
|                                            |  |              
|                                            |  | March 22,     |         | March 23,
|(in thousands)                              |  | 2003          |         | 2002     
|                                            |  |               |         |          
|Other Financial Data:                       |  |               |         |           |  |   |         |  
|Income from operations, net
of income taxes |  | $             | 60,788  |           |  | $ | 56,279  |  
|Interest expense                            |  |               | 19,647  |           |  |   | 14,531  |  
|Income taxes                                |  |               | 13,100  |           |  |   | 26,485  |  
|Depreciation and amortization               |  |               | 25,295  |           |  |   | 21,910  |  
|                                            |  |               |         |          
|EBITDA                                      |  | $             | 118,830 |           |  | $ | 119,205 |  
|                                            |  |               |         |          
|EBITDA margin                               |  |               | 11.1    | %         |  |   | 11.3    | %
|Capital expenditures                        |  | $             | 3,827   |           |  | $ | 16,637  |  
|Cash paid for interest                      |  | $             | 8,239   |           |  | $ | 8,716   |  

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

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

Other Matters

Financial Instruments: During the first quarter of 2003, the Company
entered into additional foreign currency exchange forward contracts. These
contracts are denominated in Japanese yen and euro and are designated as hedges
under Statement of Financial Accounting Standards No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activities. At March 22,
2003, the outstanding notional amount of the Companys euro and Japanese yen
foreign currency exchange forwards totaled $142 million.

During the first quarter of 2003 the Company also entered into short-term
fuel hedges to partially mitigate the Companys exposure to significant bunker
fuel fluctuations. Due to their short-term nature, these contracts have not
been designated as hedges under FAS 133. The

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remeasurement of these contracts to fair value at March 22, 2003 did not
have a material impact on the Companys results of operations in the first
quarter. These contracts will mature in the second quarter of 2003.

This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve a number of
risks and uncertainties. Forward looking statements, which are based on
managements current expectations, are generally identifiable by the use of
terms such as may, anticipate, will, expect, believe, or similar
expressions. The potential risks and uncertainties that could cause the
Companys actual results to differ materially from those expressed or implied
herein include weather-related phenomena; market responses to industry volume
pressures; product and raw materials supplies and pricing; electrical power
supply and pricing; changes in interest and currency exchange rates; economic
crises and security risks in developing countries; quotas, tariffs and other
governmental actions and international conflicts.

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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

In the quarter ended March 22, 2003, no material changes have occurred in
the market risk disclosure presented in the Companys Annual Report on Form
10-K for the year ended December 28, 2002.

On March 28, 2003, the Company completed the merger described in Note 12
to the Condensed Consolidated Financial Statements. As a result, the Company
issued additional debt in the form of senior debt securities and variable-rate
term loan and revolving credit facilities, defeased its 7% Notes due
2003, redeemed its 6.375% Senior Notes due 2005 and modified the terms of its Senior
Notes due 2009 and Debentures due 2013. In addition, the Company purchased
shipping containers that were previously under both capital and operating
leases. The purchase eliminated the Companys obligations under these
variable-rate capital and variable-rate operating leases. The new debt, debt
modification and partial repayment of existing debt and lease obligations
substantially change the Companys exposure to interest rate fluctuations that
occur after March 28, 2003. After giving effect to the above-mentioned
changes, the Company estimates that a 100 basis point change in LIBOR would
impact its annual pre tax income by approximately $11 million.




ITEM 4.
CONTROLS AND PROCEDURES

Dole management, including the Chairman and Chief Executive Officer and
the Vice President and Chief Financial Officer, have evaluated the
effectiveness of Doles disclosure controls and procedures pursuant to Rule
13a-14(c) under the Securities Act of 1934, as amended, as of a date within 90
days prior to the date this quarterly report was filed. Based on this
evaluation, the Chairman and Chief Executive Officer and the Vice President and
Chief Financial Officer have concluded that Doles disclosure controls and
procedures are effective for the purpose of ensuring that material information
required to be included in the quarterly report is made known to them on a
timely basis. There have been no significant changes in the Companys internal
controls, or in factors that could significantly affect internal controls
subsequent to the date of completion of this evaluation.




PART II.
OTHER INFORMATION
DOLE FOOD COMPANY, INC.




Item 1. Legal Proceedings

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

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

Currently there are 790 lawsuits, in various stages of proceedings,
alleging injury as a result of exposure to DBCP. Eight of these lawsuits are
currently pending in various jurisdictions in the United States, with the
remainder pending in Latin America and the Philippines. Claimed damages total
approximately $19.6 billion, with the lawsuits in Nicaragua representing 79% of
this amount. In almost all of these cases, the Company is a joint defendant
with the major DBCP manufacturers and, typically, other banana growers. To
date, none of these lawsuits has

18



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##### Table of Contents



resulted in a verdict or judgment against the Company. However, as
described below, a judgment has been rendered in a DBCP case in Nicaragua.

In Nicaragua, the Company has been served in 31 of 311 pending cases, with
the majority of the lawsuits brought pursuant to Law 364, an October 2000
Nicaraguan statute that contains substantive and procedural provisions that
Nicaraguas acting Attorney General formally opined are unconstitutional. Nine
of the 31 cases served were consolidated into one case before a civil trial
court in Managua, with the plaintiffs naming an entity denominated as Dole
Food Corporation Inc. as a defendant. The Company is aware of no legal
entity bearing that name, and the Company is certain that no such legal entity
is related to the Company. As a result, the Company responded in these nine
consolidated cases on behalf of Dole Fresh Fruit Company, a subsidiary of the
Company, which has been named as a defendant in other pending DBCP matters,
including matters brought by Nicaraguan citizens. The Company paid a $100,000
non-refundable deposit to the Nicaraguan court, as required under Law 364, to
participate in the litigation. On October 25, 2002, the civil trial court in
Managua issued a ruling that Dole Fresh Fruit Company was not a party to the
nine consolidated cases. Thereafter, counsel for Dole Fresh Fruit Company
notified the court that no legal entity known as Dole Food Corporation Inc.
exists and offered to appear on behalf of Dole Food Company, Inc. and to ratify
all prior pleadings of Dole Fresh Fruit Company. On November 25, 2002, the
civil trial court issued a ruling that Dole Food Company, Inc. is not a
defendant in the nine consolidated cases.

On December 13, 2002, the Nicaraguan civil trial court entered a judgment
in the aggregate amount of $489 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical Company,
Standard Fruit and Vegetable Company and Dole Food Corporation Inc. in the
nine consolidated actions. Because the civil trial court had held that the
Company is not a defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and Vegetable Company
is a Texas corporation that is wholly unrelated to the Company.

The Company believes that the Nicaraguan civil trial courts judgment will
not be enforceable against any Dole entity in the U.S. or in any other country,
because no Dole entity has been named in the judgment and Nicaraguas Law 364
is unconstitutional and violates international due process. Among other
things, Law 364 is an improper special law directed at particular parties, it
requires defendants to pay large, non-refundable deposits in order to
participate in the litigation, it provides a severely truncated procedural
process, it establishes irrebutable presumption of causation that are contrary
to the evidence and scientific data, and it sets unreasonable minimum damages
that must be awarded. In addition, although the Company sought to participate
in the case, the Nicaraguan civil trial court ruled that the Company would not
be heard and that the Companys legal motions and papers would not be
considered. Finally, as previously noted, the civil trial court ruled that
neither Dole Food Company, Inc. nor Dole Fresh Fruit Company is a defendant in
the case. For these reasons, the Company does not believe a U.S. court or that
of any other nation would enforce this judgment.

As to all the DBCP matters, the Company has denied liability and asserted
substantial defenses. Although no assurance can be given concerning the outcome
of these cases, in the opinion of management, after consultation with legal
counsel and based on past experience defending and settling DBCP claims, the
pending lawsuits are not expected to have a material adverse effect on the
Companys financial condition or results of operations.

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Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits:
|--- |  | ---------

| |  |         |      |  |  |                                                                                                                                                                                                                                                                                                                                                                              
| |  | ------- | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Exhibit |      | 
| |  | Number  |      | 
| |  |         |      | 
| |  |         | 3.1  |  |  | Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                 
| |  |         |      |  |  |                                                                                                                                                                                                                                                                                                                                                                              
| |  |         | 3.2  |  |  | By-Laws                                                                                                                                                                                                                                                                                                                                                                      
| |  |         |      |  |  |                                                                                                                                                                                                                                                                                                                                                                              
| |  |         | 4.1  |  |  | Credit Agreement dated as of March 28, 2003 among DHM Holding
Company, Inc., Dole Food Company, Inc., Solvest, Ltd., Various Lending
Institutions, Deutsche Bank AG New York Branch, as Administrative
Agent, The Bank of Nova Scotia and Banc of America Securities LLC, as
Co-Syndication Agents, and Fleet National Bank and Societe Generale,
as Co-Documentation Agents.
| |  |         |      |  |  |                                                                                                                                                                                                                                                                                                                                                                              
| |  |         | 4.10 |  |  | Indenture dated as of March 28, 2003 among Dole Food Company,
Inc., as Issuer, the guarantors party thereto, as Guarantors, and
Wells Fargo, National Association as Trustee.                                                                                                                                                                                                
| |  |         |      |  |  |                                                                                                                                                                                                                                                                                                                                                                              
| |  |         | 4.11 |  |  | Registration Rights Agreement dated as of March 28, 2003 among
Dole Food Company, Inc. and the guarantors named therein, as Issuers,
and Deutsche Bank Securities Inc., Banc Of America Securities LLC,
Scotia Capital (USA) Inc., Fleet Securities, Inc., SG Cowen Securities
Corporation, and BMO Nesbitt Burns Corp., as Initial Purchasers.                              



|(b) |  | Reports on Form 8-K:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | On March 4, 2003, Dole Food Company, Inc. filed a Current Report on
Form 8-K to report that it had issued a press release announcing its
intent to offer $375 million of senior notes and the intent of its new
proposed holding company, DHM Holding Company, Inc. (DHM Holdings),
to offer $75 million of senior notes, in each case in transactions
exempt from the registration requirements of the Securities Act of
1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | On March 5, 2003, Dole Food Company, Inc. filed a Current Report on
Form 8-K to report its audited financial statements and managements
discussion and analysis of financial condition and results of
operations for the fiscal year ended December 28, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | On March 18, 2003, Dole Food Company, Inc. (Dole) filed a Current
Report on Form 8-K to report that it had issued a press release
announcing that it had priced at par an offering of $475 million
principal amount of 8.875% Senior Notes due 2011, with interest
payable semi-annually in cash. The notes were offered within the
United States only to qualified institutional investors pursuant to
Rule 144A under the Securities Act of 1933 (the Securities Act) and
to persons outside the United States in compliance with Regulation S
under the Securities Act. The Form 8-K reported that Dole no longer
anticipated that DHM Holding Company, Inc. would offer $75 million of
senior notes. The Form 8-K also reported that Dole had issued a press
release announcing it had agreed to revise the terms of the $400
million of its 7.25% Senior Notes due 2009 (the 2009 Notes) and the
$155 million of its 7.875% Debentures due 2013 (the 2013
Debentures), so as to provide for interest payments at new rates of
8.625% per annum and 8.75%, respectively, and to provide for
substantially similar covenants and senior subordinated guarantees as
under Doles new 2011 Senior Notes.

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SIGNATURES

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

|            |  |  |  |  |    
|----------- |  |  |  |  | ---
|            |  |  |  |  |    
|           
|           
|May 6, 2003 |  |  |  |  | By:
|            |  |  |  |  |    
|            |  |  |  |  |    
|            |  |  |  |  |    
|            |  |  |  |  |    
|            |  |  |  |  |    
|            |  |  |  |  | By:
|            |  |  |  |  |    
|            |  |  |  |  |    
|            |  |  |  |  |    
|            |  |  |  |  |    

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CERTIFICATIONS

I, David H. Murdock, Chairman and Chief Executive Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Dole Food
Company, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
|
| | b)    Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c)    Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.    The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls;
and



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)    any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.    The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

May 6, 2003

| |  |                                     
| |  | ------------------------------------
| |  | /s/ DAVID H. MURDOCK                
| |  |                                     
| |  | David H. Murdock                    
| |  | Chairman and
Chief Executive Officer

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CERTIFICATIONS

I, Richard J. Dahl, Vice President and Chief Financial Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Dole Food
Company, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.    The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;



| |                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)    Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c)    Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.    The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)    all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls;
and



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)    any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.    The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

May 6, 2003

| |  |                                           
| |  | ------------------------------------------
| |  | /s/RICHARD J. DAHL                        
| |  |                                           
| |  | Richard J. Dahl                           
| |  | Vice President
and Chief Financial Officer

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##### Table of Contents






CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF DOLE FOOD COMPANY, INC.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, 18 U.S.C. § 1350, and is filed with respect to the quarterly
report on Form 10-Q (the Form 10-Q) for the quarter ended March 22, 2003 of
Dole Food Company, Inc. (the Issuer).
I, David H. Murdock, Chairman of the Board and Chief Executive Officer of the
Issuer, certify that to the best of my knowledge:



| | (i)  |  | the Form 10-Q fully complies with the requirements of Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations
of the Issuer.       

Dated: May 6, 2003

| |                                      |  | 
| | ------------------------------------ |  | 
| | /s/ DAVID H. MURDOCK                 |  | 
| |                                      |  | 
| | David H. Murdock                     |  | 
| | Chairman and
Chief Executive Officer |  | 

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##### Table of Contents






CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF DOLE FOOD COMPANY, INC.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, 18 U.S.C. § 1350, and is filed with respect to the quarterly
report on Form 10-Q (the Form 10-Q) for the quarter ended March 22, 2003 of
Dole Food Company, Inc. (the Issuer).
I, Richard J. Dahl, Vice President and Chief Financial Officer of the Issuer,
certify that to the best of my knowledge:



| | (i)  |  | the Form 10-Q fully complies with the requirements of Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations
of the Issuer.       

Dated: May 6, 2003

| |                                            |  | 
| | ------------------------------------------ |  | 
| | /s/ RICHARD J. DAHL                        |  | 
| |                                            |  | 
| | Richard J. Dahl                            |  | 
| | Vice President
and Chief Financial Officer |  | 

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EXHIBIT INDEX

|        |      |  |                                                                                                                                                                                                                                                                                                                                                                              
|------- | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number 
|        |      | 
|        | 3.1  |  | Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                 
|        |      |  |                                                                                                                                                                                                                                                                                                                                                                              
|        | 3.2  |  | By-Laws                                                                                                                                                                                                                                                                                                                                                                      
|        |      |  |                                                                                                                                                                                                                                                                                                                                                                              
|        | 4.1  |  | Credit Agreement dated as of March 28, 2003 among DHM Holding Company,
Inc., Dole Food Company, Inc., Solvest, Ltd., Various Lending
Institutions, Deutsche Bank AG New York Branch, as Administrative Agent,
The Bank of Nova Scotia and Banc of America Securities LLC, as
Co-Syndication Agents, and Fleet National Bank and Societe Generale, as
Co-Documentation Agents.
|        |      |  |                                                                                                                                                                                                                                                                                                                                                                              
|        | 4.10 |  | Indenture dated as of March 28, 2003 among Dole Food Company, Inc., as
Issuer, the guarantors party thereto, as Guarantors, and Wells Fargo,
National Association as Trustee.                                                                                                                                                                                                
|        |      |  |                                                                                                                                                                                                                                                                                                                                                                              
|        | 4.11 |  | Registration Rights Agreement dated as of March 28, 2003 among Dole Food
Company, Inc. and the guarantors named therein, as Issuers, and Deutsche
Bank Securities Inc., Banc Of America Securities LLC, Scotia Capital (USA)
Inc., Fleet Securities, Inc., SG Cowen Securities Corporation, and BMO
Nesbitt Burns Corp., as Initial Purchasers.                              

26