##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended October 7, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number 1-4455
  Dole Food Company,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

99-0035300(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)    One Dole
    Drive
 Westlake Village, California 91362
 (Address of principal executive
    offices and zip code)
   code: (818) 879-6600
  þ o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
    Class

Shares Outstanding at
    November 16, 2006Common Stock, $0.001 Par Value

1,000




---



##### 



DOLE FOOD
    COMPANY, INC.
  INDEX
  PageNumberPART I

Financial
    InformationItem 1.

Financial
    Statements (unaudited)Condensed
    Consolidated Statements of Operations  Quarters and
    Three Quarters Ended October 7, 2006 and October 8,
    2005


3Condensed
    Consolidated Balance Sheets  October 7, 2006 and
    December 31, 2005


4Condensed
    Consolidated Statements of Cash Flows  Three Quarters
    Ended October 7, 2006 and October 8, 2005


5Notes to Condensed
    Consolidated Financial Statements


6Item 2.

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


30Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


41Item 4.

Controls and
    Procedures


42PART II

Other
    InformationItem 1.

Legal
    Proceedings


42Item 6.

Exhibits


46Signatures


47Exhibit Index


48Certification by the Chairman and
    Chief Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley ActCertification by the Vice
    President and Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley ActCertification by the Chairman and
    Chief Executive Office pursuant to Section 906 of the
    Sarbanes-Oxley ActCertification by the Vice
    President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley ActEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION ITEM 1.  FINANCIAL
    STATEMENTS

DOLE FOOD COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands) Quarter Ended


Three Quarters EndedOctober 7,


October 8,


October 7,


October 8,2006


2005


2006


2005Revenues, net

$
1,797,576


$
1,645,009


$
4,786,619


$
4,613,493Cost of products sold


1,685,068



1,481,644



4,362,061



4,013,389Gross margin


112,508



163,365



424,558



600,104Selling, marketing and general and
    administrative expenses


134,484



136,642



350,859



358,842Operating income (loss)


(21,976
)


26,723



73,699



241,262Other income (expense), net


19,661



18,136



14,546



(19,847
)Interest income


1,947



1,829



5,126



3,874Interest expense


56,720



40,963



131,152



109,420Income (loss) before income taxes,
    minority interests and equity earnings


(57,088
)


5,725



(37,781
)


115,869Income taxes


(2,866
)


(11,597
)


5,987



51,513Minority interests, net of income
    taxes


2,947



1,751



3,665



2,897Equity in earnings of
    unconsolidated subsidiaries, net of income taxes


(1,022
)


(2,033
)


(3,867
)


(5,627
)Net income (loss)

$
(56,147
)

$
17,604


$
(43,566
)

$
67,086   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data) October 7,


December 31,2006


2005ASSETSCash and cash equivalents

$
56,393


$
48,812Receivables, net of allowances of
    $59,330 and $58,585, respectively


706,409



637,636Inventories


633,866



623,497Prepaid expenses


62,302



58,864Deferred income tax assets


37,595



34,756Assets held for sale


44,970



Total current assets


1,541,535



1,403,565Investments


84,605



76,753Property, plant and equipment, net
    of accumulated depreciation of $813,904 and $705,115,
    respectively


1,451,776



1,508,597Goodwill


540,280



540,280Intangible assets, net


718,404



726,700Other assets, net


153,007



153,832Total assets

$
4,489,607


$
4,409,727LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
389,836


$
411,451Accrued liabilities


485,695



431,037Liabilities related to assets held
    for sale


8,772



Return of capital payable


28,390



Current portion of long-term debt


13,805



25,020Notes payable






1,394Total current liabilities


926,498



868,902Long-term debt


2,259,681



2,000,843Deferred income tax liabilities


326,730



355,647Other long-term liabilities


574,810



546,305Minority interests


23,618



21,487Contingencies (Note 10)Shareholders equityCommon stock 
    $0.001 par value; 1,000 shares authorized, issued and
    outstanding






Additional paid-in capital


409,032



440,032Retained earnings (deficit)


(14,266
)


192,991Accumulated other comprehensive
    loss


(16,496
)


(16,480
)Total shareholders equity


378,270



616,543Total liabilities and
    shareholders equity

$
4,489,607


$
4,409,727   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands) Three Quarters EndedOctober 7,


October 8,2006


2005Operating activitiesNet income (loss)

$
(43,566
)

$
67,086Adjustments to reconcile net
    income (loss) to cash flow provided by operating activities:Depreciation and amortization


113,441



113,690Foreign currency exchange gain


(13,328
)


(27,091
)Asset write-offs, impairments and
    gain on sale of assets, net


26,565



(1,637
)Minority interests and equity
    earnings, net


(202
)


(2,726
)Deferred income taxes


(30,647
)


(16,200
)Premiums paid on early retirement
    of debt






33,047Pension and other post-retirement
    benefit plan expense


11,308



13,505Write-off of debt issuance costs


8,133



10,722Amortization of debt issuance costs


3,463



4,789Other


1,925



2,582Changes in operating assets and
    liabilities:Receivables


(59,270
)


(66,492
)Inventories


(22,312
)


(62,916
)Prepaid expenses and other assets


(4,328
)


(15,947
)Accounts payable


(27,043
)


59,600Accrued liabilities


43,434



(15,361
)Other long-term liabilities


6,434



2,677Cash flow provided by operating
    activities


14,007



99,328Investing activitiesProceeds from sales of assets


9,399



8,968Proceeds from sales of investments






6,100Acquisitions and investments






(51,062
)Capital additions


(84,984
)


(81,332
)Repurchase of common stock in the
    going-private merger transaction


(200
)


(399
)Cash flow used in investing
    activities


(75,785
)


(117,725
)Financing activitiesShort-term debt borrowings


51,908



18,168Short-term debt repayments


(52,726
)


(36,044
)Long-term debt borrowings, net of
    debt issuance costs


1,935,379



1,313,087Long-term debt repayments


(1,697,162
)


(1,213,099
)Capital contribution from parent


28,390



Distribution to parent


(31,000
)


Dividends paid to minority
    shareholders


(1,665
)


(2,694
)Dividends paid to parent


(163,691
)


(73,850
)Cash flow provided by financing
    activities


69,433



5,568Effect of foreign currency
    exchange rate changes on cash and cash equivalents


(74
)


(1,927
)Increase (decrease) in cash and
    cash equivalents


7,581



(14,756
)Cash and cash equivalents at
    beginning of period


48,812



79,217Cash and cash equivalents at end
    of period

$
56,393


$
64,461   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 5




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1.
    BASIS OF
    PRESENTATION  52/53-week Form 10-K (Form 10-K)
      2.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Accounting for Uncertainty in Income Taxes
    (an interpretation of FASB Statement No. 109),
  AIR-1, Accounting For Planned Major Maintenance Activities accrue-in-advance built-in-overhaul accrue-in-advance
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
  Fair
    Value Measurements
 6




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans
  3.
    INCOME
    TAXES  pre-tax
  tax-related non-U.S. operations
  tax-related
  Section 965 Repatriation: one-time
    Income Tax Audits: tax-related
  Internal Revenue Service Audit:
 7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Honduran Tax Case:
  4.
    INVENTORIES    October 7,


December 31,2006


2005Finished products

$
315,834


$
290,593Raw materials and work in progress


141,334



145,146Crop-growing costs


119,931



139,271Operating supplies and other


56,767



48,487$
633,866


$
623,497   5.
    GOODWILL
    AND INTANGIBLE ASSETS    Fresh


Fresh


Packaged


Fresh-cutFruit


Vegetables


Foods


Flowers


Other


TotalBalance as of October 7, 2006
    and December 31, 2005

$
376,355


$
97,868


$
66,057


$



$



$
540,280  8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    October 7,


December 31,2006


2005Amortized intangible assets:Customer relationships

$
38,501


$
38,501Other amortized intangible assets


9,175



9,06447,676



47,565Accumulated
    amortization  customer relationships


(12,046
)


(9,219
)Other accumulated amortization


(6,841
)


(6,164
)Accumulated
    amortization  intangible assets


(18,887
)


(15,383
)Intangible assets, net


28,789



32,182Unamortized intangible assets:Trademark, trade names and other
    related intangibles


689,615



694,518Total intangible assets, net

$
718,404


$
726,700       Fiscal Year

Amount2006

$
9982007

$
3,6772008

$
3,6772009

$
3,6772010

$
3,677
   Goodwill and
    Other Intangible Assets indefinite-lived
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
 9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  6.
    NOTES PAYABLE
    AND LONG-TERM DEBT    October 7,


December 31,2006


2005Unsecured debt:8.625% notes due 2009

$
350,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facilities


111,200



137,000Term loan facilities


970,125



698,149Contracts and notes due
    2006  2010, at a weighted-average interest rate of
    7.5% (6.9% in 2005)


2,518



5,952Capital lease obligations


85,621



80,971Unamortized debt discount


(978
)


(1,209
)Notes payable






1,3942,273,486



2,027,257Current maturities


(13,805
)


(26,414
)$
2,259,681


$
2,000,843          10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      variable-rate
  7.
    SHAREHOLDERS
    EQUITY  Comprehensive
    Income (Loss)
    Quarter EndedOctober 7,


October 8,2006


2005(In thousands)Net income (loss)

$
(56,147
)

$
17,604Unrealized foreign currency
    exchange translation loss


(2,467
)


(2,381
)Reclassification of realized cash
    flow hedging (gains) losses to net income (loss)


410



(2,682
)Unrealized net gain (loss) on cash
    flow hedging instruments


(3,994
)


1,989Comprehensive income (loss)

$
(62,198
)

$
14,530   Three Quarters EndedOctober 7,


October 8,2006


2005(In thousands)Net income (loss)

$
(43,566
)

$
67,086Unrealized foreign currency
    exchange translation gain (loss)


9,797



(21,840
)Reclassification of realized cash
    flow hedging gains to net income (loss)


(6,168
)


(3,320
)Unrealized net gain (loss) on cash
    flow hedging instruments


(3,645
)


4,864Comprehensive income (loss)

$
(43,582
)

$
46,790  11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Capital
    Contribution and Return of Capital
  wholly-owned
    Dividends
       12




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##### Table of Contents



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


Foreign Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedOctober 7,


October 8,


October 7,


October 8,


October 7,


October 8,2006


2005


2006


2005


2006


2005(In thousands)Components of net periodic
    benefit cost:Service cost

$
544


$
583


$
1,209


$
1,758


$
87


$
171Interest cost


5,224



5,419



2,015



2,959



1,204



1,360Expected return on plan assets


(5,545
)


(5,562
)


(115
)


(102
)






Amortization of:Unrecognized net loss (gain)


193



265



81



52



(35
)


7Unrecognized prior service cost
    (benefit)






1



21



19



(281
)


(230
)Unrecognized net transition
    obligation










18



15







$
416


$
706


$
3,229


$
4,701


$
975


$
1,308   U.S. Pension Plans


Foreign Pension Plans


OPRB PlansThree Quarters Ended


Three Quarters Ended


Three Quarters EndedOctober 7,


October 8,


October 7,


October 8,


October 7,


October 8,2006


2005


2006


2005


2006


2005(In thousands)Components of net periodic
    benefit cost:Service cost

$
1,360


$
1,459


$
2,940


$
3,382


$
217


$
222Interest cost


13,060



13,545



4,904



5,450



3,004



3,287Expected return on plan assets


(13,863
)


(13,905
)


(283
)


(256
)






Amortization of:Unrecognized net loss (gain)


483



662



184



128



(87
)


17Unrecognized prior service cost
    (benefit)






3



48



48



(703
)


(575
)Unrecognized net transition
    obligation










44



38







$
1,040


$
1,764


$
7,837


$
8,790


$
2,431


$
2,951  13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    9.
    SEGMENT
    INFORMATION  fresh-cut
      Quarter Ended


Three Quarters EndedOctober 7,


October 8,


October 7,


October 8,2006


2005


2006


2005(In thousands)Revenues from external customers:Fresh fruit

$
1,126,391


$
1,015,393


$
3,027,324


$
2,938,997Fresh vegetables


325,040



318,953



872,646



862,782Packaged foods


287,973



252,808



705,643



638,461Fresh-cut flowers


34,212



41,142



137,245



138,221Other operating segments


23,960



16,713



43,761



35,032$
1,797,576


$
1,645,009


$
4,786,619


$
4,613,493   14




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##### Table of Contents



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


Three Quarters EndedOctober 7,


October 8,


October 7,


October 8,2006


2005


2006


2005(In thousands)EBIT:Fresh fruit

$
17,871


$
29,624


$
90,564


$
201,090Fresh vegetables


(911
)


(3,768
)


15,440



26,106Packaged foods


20,301



25,291



57,184



64,010Fresh-cut flowers


(42,594
)


(3,046
)


(48,072
)


846Other operating segments


536



255



1,109



768Total operating segments


(4,797
)


48,356



116,225



292,820Corporate


2,504



(1,386
)


(22,652
)


(64,801
)Interest expense


56,720



40,963



131,152



109,420Income (loss) before income taxes

$
(59,013
)

$
6,007


$
(37,579
)

$
118,599       October 7,


December 31,2006


2005Fresh fruit

$
2,352,714


$
2,301,090Fresh vegetables


468,948



451,490Packaged foods


671,410



639,999Fresh-cut flowers


120,812



153,565Other operating segments


18,433



12,478Total operating segments


3,632,317



3,558,622Corporate


857,290



851,105$
4,489,607


$
4,409,727   10.
    CONTINGENCIES    pre-funded
   15




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  pre-funded
    Form 10-K
       16




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
             17




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
    Honduran Tax Case:
 18




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Hurricane Katrina Cases:
  Spinach E.coli Outbreak: E. coli ®
  E. coli E. coli E. coli
  E. coli E. coli E. coli E. coli
  11.
    IMPACT OF
    HURRICANE KATRINA   19




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      12.
    BUSINESS
    ACQUISITION    13.
    ASSETS
    HELD FOR SALE       20




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    October 7,2006(In thousands)Assets held for sale by
    segment:Fresh fruit

$
23,286Fresh vegetables


3,251Other operating segments


18,433Total assets held for
    sale

$
44,970     October 7,2006(In thousands)Assets held for sale:Cash and cash equivalents

$
9Receivables


3,812Inventories


9,701Prepaid expenses


29Total current assets


13,551Property, plant and equipment, net
    of accumulated depreciation


31,419Total assets held for
    sale

$
44,970Liabilities associated with
    assets held for saleAccounts payable

$
2,878Accrued liabilities


434Current portion of long-term debt


1,689Notes payable


1,103Total current liabilities


6,104Long-term debt


2,668Total long-term liabilities


2,668Total liabilities associated
    with assets held for sale

$
8,772   14.
    RESTRUCTURINGS
    AND RELATED ASSET IMPAIRMENTS   21




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        15.
    GUARANTOR
    FINANCIAL INFORMATION       22




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
     23




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended October 7, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
22,914


$
875,177


$
1,273,522


$
(374,037
)

$
1,797,576Cost of products sold


20,806



788,737



1,240,554



(365,029
)


1,685,068Gross margin


2,108



86,440



32,968



(9,008
)


112,508Selling, marketing and general and
    administrative expenses


19,508



59,135



64,849



(9,008
)


134,484Operating income (loss)


(17,400
)


27,305



(31,881
)






(21,976
)Equity in subsidiary income


(70,454
)


(37,341
)






107,795



Other income (expense), net










19,661







19,661Interest income


77



102



1,768







1,947Interest expense


36,417



101



20,202







56,720Loss before income taxes, minority
    interests and equity earnings


(124,194
)


(10,035
)


(30,654
)


107,795



(57,088
)Income taxes


(68,062
)


58,185



7,011







(2,866
)Minority interests, net of income
    taxes


48



2,629



270







2,947Equity in earnings of
    unconsolidated subsidiaries, net of income taxes


(33
)


(27
)


(962
)






(1,022
)Net loss

$
(56,147
)

$
(70,822
)

$
(36,973
)

$
107,795


$
(56,147
)   For the
    Quarter Ended October 8, 2005
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
166,531


$
670,087


$
1,139,667


$
(331,276
)

$
1,645,009Cost of products sold


126,553



624,213



1,055,686



(324,808
)


1,481,644Gross margin


39,978



45,874



83,981



(6,468
)


163,365Selling, marketing and general and
    administrative expenses


40,392



38,230



64,488



(6,468
)


136,642Operating income (loss)


(414
)


7,644



19,493







26,723Equity in subsidiary income


34,189



27,286







(61,475
)


Other income (expense), net






(550
)


18,686







18,136Interest income


217



54



1,558







1,829Interest expense


30,164



106



10,693







40,963Income before income taxes,
    minority interests and equity earnings


3,828



34,328



29,044



(61,475
)


5,725Income taxes


(14,166
)


(1,724
)


4,293







(11,597
)Minority interests, net of income
    taxes


390



665



696







1,751Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






37



(2,070
)






(2,033
)Net income

$
17,604


$
35,350


$
26,125


$
(61,475
)

$
17,604  24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OPERATIONS
    For the Three Quarters Ended October 7, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
49,648


$
2,340,166


$
3,383,524


$
(986,719
)

$
4,786,619Cost of products sold


43,825



2,100,580



3,186,543



(968,887
)


4,362,061Gross margin


5,823



239,586



196,981



(17,832
)


424,558Selling, marketing and general and
    administrative expenses


46,748



152,533



169,410



(17,832
)


350,859Operating income (loss)


(40,925
)


87,053



27,571







73,699Equity in subsidiary income


(15,938
)


(12,143
)






28,081



Other income (expense), net


(3,206
)






17,752







14,546Interest income


821



297



4,008







5,126Interest expense


87,093



258



43,801







131,152Income (loss) before income taxes,
    minority interests and equity earnings


(146,341
)


74,949



5,530



28,081



(37,781
)Income taxes


(102,862
)


89,692



19,157







5,987Minority interests, net of income
    taxes


120



2,741



804







3,665Equity in earnings of
    unconsolidated subsidiaries, net of income taxes


(33
)


(430
)


(3,404
)






(3,867
)Net loss

$
(43,566
)

$
(17,054
)

$
(11,027
)

$
28,081


$
(43,566
)   For the
    Three Quarters Ended October 8, 2005
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
419,686


$
1,851,143


$
3,258,326


$
(915,662
)

$
4,613,493Cost of products sold


315,164



1,698,033



2,902,619



(902,427
)


4,013,389Gross margin


104,522



153,110



355,707



(13,235
)


600,104Selling, marketing and general and
    administrative expenses


100,716



97,485



173,876



(13,235
)


358,842Operating income


3,806



55,625



181,831







241,262Equity in subsidiary income


218,129



179,801







(397,930
)


Other income (expense), net


(43,699
)






23,852







(19,847
)Interest income


364



129



3,381







3,874Interest expense


87,220



219



21,981







109,420Income before income taxes,
    minority interests and equity earnings


91,380



235,336



187,083



(397,930
)


115,869Income taxes


23,316



15,723



12,474







51,513Minority interests, net of income
    taxes


978



877



1,042







2,897Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






(259
)


(5,368
)






(5,627
)Net income

$
67,086


$
218,995


$
178,935


$
(397,930
)

$
67,086  25




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of October 7, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
14,768


$
(11,283
)

$
52,908


$



$
56,393Receivables, net of allowances


78,008



156,642



471,759







706,409Inventories


5,358



264,927



363,581







633,866Prepaid expenses


3,055



13,429



45,818







62,302Deferred income tax assets


9,185



24,778



3,632







37,595Assets held for sale






44,970











44,970Total current assets


110,374



493,463



937,698







1,541,535Investments


2,395,791



1,702,532



83,049



(4,096,767
)


84,605Property, plant and equipment, net


289,785



367,528



794,463







1,451,776Goodwill






163,925



376,355







540,280Intangible assets, net


690,242



26,454



1,708







718,404Other assets, net


41,931



8,998



102,078







153,007Total assets

$
3,528,123


$
2,762,900


$
2,295,351


$
(4,096,767
)

$
4,489,607LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
1,814


$
116,626


$
271,396


$



$
389,836Accrued liabilities


79,614



203,779



202,302







485,695Liabilities related to assets held
    for sale






8,772











8,772Return of capital payable


28,390















28,390Current portion of long-term debt


1,950



9



11,846







13,805Total current liabilities


111,768



329,186



485,544







926,498Intercompany payables (receivables)


891,523



(41,917
)


(849,606
)






Long-term debt


1,437,146







822,535







2,259,681Deferred income tax liabilities


267,786



40,283



18,661







326,730Other long-term liabilities


441,630



39,961



93,219







574,810Minority interests






7,628



15,990







23,618Total shareholders equity


378,270



2,387,759



1,709,008



(4,096,767
)


378,270Total liabilities and
    shareholders equity

$
3,528,123


$
2,762,900


$
2,295,351


$
(4,096,767
)

$
4,489,607  26




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 31, 2005
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
12,698


$
(5,453
)

$
41,567


$



$
48,812Receivables, net of allowances


121,316



116,226



400,094







637,636Inventories


101,935



171,601



349,961







623,497Prepaid expenses


5,663



10,071



43,130







58,864Deferred income tax assets


15,946



15,282



3,528







34,756Total current assets


257,558



307,727



838,280







1,403,565Investments


2,271,031



1,708,078



75,200



(3,977,556
)


76,753Property, plant and equipment, net


299,100



360,886



848,611







1,508,597Goodwill


18,224



145,702



376,354







540,280Intangible assets, net


710,743



13,687



2,270







726,700Other assets, net


34,679



9,643



109,510







153,832Total assets

$
3,591,335


$
2,545,723


$
2,250,225


$
(3,977,556
)

$
4,409,727LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
(121,890
)

$
249,560


$
283,781


$



$
411,451Accrued liabilities


97,397



178,582



155,058







431,037Current portion of long-term debt


(300
)


885



24,435







25,020Notes payable






1,119



275







1,394Total current liabilities


(24,793
)


430,146



463,549







868,902Intercompany payables (receivables)


1,072,418



(229,126
)


(843,292
)






Long-term debt


1,216,090



2,451



782,302







2,000,843Deferred income tax liabilities


294,420



32,128



29,099







355,647Other long-term liabilities


416,657



39,684



89,964







546,305Minority interests






6,325



15,162







21,487Total shareholders equity


616,543



2,264,115



1,713,441



(3,977,556
)


616,543Total liabilities and
    shareholders equity

$
3,591,335


$
2,545,723


$
2,250,225


$
(3,977,556
)

$
4,409,727  27




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Three Quarters Ended October 7, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Operating activitiesCash flow provided by (used in)
    operating activities

$
(46,575
)

$
39,948


$
20,634


$



$
14,007Investing activitiesProceeds from sales of assets


175



143



9,081







9,399Capital additions


(886
)


(45,176
)


(38,922
)






(84,984
)Repurchase of common stock in the
    going-private merger transaction


(200
)














(200
)Cash flow used in investing
    activities


(911
)


(45,033
)


(29,841
)






(75,785
)Financing activitiesShort-term debt borrowings






765



51,143







51,908Short-term debt repayments






(1,518
)


(51,208
)






(52,726
)Long-term debt borrowings


945,071



1,334



988,974







1,935,379Long-term debt repayments


(729,214
)


(888
)


(967,060
)






(1,697,162
)Capital contribution from parent


28,390















28,390Distribution to parent


(31,000
)














(31,000
)Dividends paid to minority
    shareholders






(438
)


(1,227
)






(1,665
)Dividends paid to parent


(163,691
)














(163,691
)Cash flow provided by (used in)
    financing activities


49,556



(745
)


20,622







69,433Effect of foreign exchange rate
    changes on cash and cash equivalents










(74
)






(74
)Increase (decrease) in cash and
    cash equivalents


2,070



(5,830
)


11,341







7,581Cash and cash equivalents at
    beginning of period


12,698



(5,453
)


41,567







48,812Cash and cash equivalents at end
    of period

$
14,768


$
(11,283
)

$
52,908


$



$
56,393  28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Three Quarters Ended October 8, 2005
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Operating activitiesCash flow provided by operating
    activities

$
533,640


$
593,764


$
108,637


$
(1,136,713
)

$
99,328Investing activitiesProceeds from sales of assets


2,616



83



6,269







8,968Proceeds from sale of investments










6,100







6,100Acquisitions and investments










(51,062
)






(51,062
)Capital additions


(4,849
)


(19,068
)


(57,415
)






(81,332
)Repurchase of common stock in the
    going-private merger transaction


(399
)














(399
)Cash flow used in investing
    activities


(2,632
)


(18,985
)


(96,108
)






(117,725
)Financing activitiesShort-term debt borrowings






1,179



16,989







18,168Short-term debt repayments






(19,071
)


(16,973
)






(36,044
)Long-term debt borrowings, net of
    debt issuance costs


409,300



973



902,814







1,313,087Long-term debt repayments


(865,448
)


(709
)


(346,942
)






(1,213,099
)Intercompany dividends






(566,713
)


(570,000
)


1,136,713



Dividends paid to minority
    shareholders






(1,545
)


(1,149
)






(2,694
)Dividends paid to parent


(73,850
)














(73,850
)Cash flow provided by (used in)
    financing activities


(529,998
)


(585,886
)


(15,261
)


1,136,713



5,568Effect of foreign currency
    exchange rate changes on cash and cash equivalents










(1,927
)






(1,927
)Increase (decrease) in cash and
    cash equivalents


1,010



(11,107
)


(4,659
)






(14,756
)Cash and cash equivalents at
    beginning of period


9,236



3,279



66,702







79,217Cash and cash equivalents at end
    of period

$
10,246


$
(7,828
)

$
62,043


$



$
64,461  29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  ITEM 2.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS
  Overview
        Results
    of Operations
    Quarter EndedOctober 7,


October 8,2006


2005(In thousands)Revenues, net

$
1,797,576


$
1,645,009Operating income (loss)


(21,976
)


26,723Interest income and other income
    (expense), net


21,608



19,965Interest expense


56,720



40,963Minority interests and equity in
    earnings of unconsolidated subsidiaries, net of income taxes


1,925



(282
)Income taxes


(2,866
)


(11,597
)Net income (loss)


(56,147
)


17,604   30




---



##### Table of Contents



Three Quarters EndedOctober 7,


October 8,2006


2005(In thousands)Revenues, net

$
4,786,619


$
4,613,493Operating income


73,699



241,262Interest income and other income
    (expense), net


19,672



(15,973
)Interest expense


131,152



109,420Minority interests and equity in
    earnings of unconsolidated subsidiaries, net of income taxes


(202
)


(2,730
)Income taxes


5,987



51,513Net income (loss)


(43,566
)


67,086   Revenues
  ®
    Operating
    Income
     31




---



##### Table of Contents



Interest
    Income and Other Income (Expense), Net
      Interest
    Expense
      Income
    Taxes
    year-to-date
   32




---



##### Table of Contents



non-U.S. operations
    Segment
    Results of Operations
        Quarter EndedOctober 7,


October 8,2006


2005(In thousands)Revenues from external customers:Fresh fruit

$
1,126,391


$
1,015,393Fresh vegetables


325,040



318,953Packaged foods


287,973



252,808Fresh-cut flowers


34,212



41,142Other operating segments


23,960



16,713$
1,797,576


$
1,645,009EBIT:Fresh fruit

$
17,871


$
29,624Fresh vegetables


(911
)


(3,768
)Packaged foods


20,301



25,291Fresh-cut flowers


(42,594
)


(3,046
)Other operating segments


536



255Total operating segments


(4,797
)


48,356Corporate


2,504



(1,386
)Interest expense


56,720



40,963Income (loss) before income taxes

$
(59,013
)

$
6,007   33




---



##### Table of Contents



Three Quarters EndedOctober 7,


October 8,2006


2005(In thousands)Revenues from external customers:Fresh fruit

$
3,027,324


$
2,938,997Fresh vegetables


872,646



862,782Packaged foods


705,643



638,461Fresh-cut flowers


137,245



138,221Other operating segments


43,761



35,032$
4,786,619


$
4,613,493EBIT:Fresh fruit

$
90,564


$
201,090Fresh vegetables


15,440



26,106Packaged foods


57,184



64,010Fresh-cut flowers


(48,072
)


846Other operating segments


1,109



768Total operating segments


116,225



292,820Corporate


(22,652
)


(64,801
)Interest expense


131,152



109,420Income (loss) before income taxes

$
(37,579
)

$
118,599   Fresh
    Fruit
       34




---



##### Table of Contents



Fresh
    Vegetables
      E.
    coli ®
  Packaged
    Foods
   35




---



##### Table of Contents



Fresh-Cut
    Flowers
      Corporate
      Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes (an interpretation
    of FASB Statement No. 109)
  Accounting For Planned Major
    Maintenance Activities accrue-in-advance built-in-overhaul accrue-in-advance
 36




---



##### Table of Contents



Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
  Fair
    Value Measurements
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans
  Liquidity
    and Capital Resources
         37




---



##### Table of Contents



Form 10-K
  Other
    Matters
  European Union Banana Import Regime:
      Income Tax Audits:
 38




---



##### Table of Contents



Internal Revenue Service Audit:
  Honduran Tax Case:
  Hurricane Katrina:
    Restructurings and Related Asset
    Impairments:
 39




---



##### Table of Contents



Supplemental
    Financial Information
    October 7,


December 31,2006


2005(In thousands)Balance Sheet Data:Total working capital (current
    assets less current liabilities)

$
615,037


$
534,663Total assets

$
4,489,607


$
4,409,727Total debt

$
2,273,486


$
2,027,257Total shareholders equity

$
378,270


$
616,543   40




---



##### Table of Contents



Quarter Ended


Three Quarters EndedOctober 7,


October 8,


October 7,


October 8,2006


2005


2006


2005(In thousands)Other Financial Data:Net income (loss)

$
(56,147
)

$
17,604


$
(43,566
)

$
67,086Interest expense


56,720



40,963



131,152



109,420Income taxes


(2,866
)


(11,597
)


5,987



51,513Depreciation and amortization


46,785



45,911



113,441



113,690EBITDA

$
44,492


$
92,881


$
207,014


$
341,709EBITDA margin


2.5
%


5.6
%


4.3
%


7.4
%Capital expenditures

$
35,866


$
36,854


$
94,550


$
81,332       Form 10-K
 ITEM 3.  QUANTITATIVE
    AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK  Accounting
    for Derivative Instruments and Hedging Activities Form 10-K
   41




---



##### Table of Contents



Form 10-K
 ITEM 4.
    CONTROLS AND PROCEDURES  Rule 15d-15(e)
 PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.  Item 1.
    Legal
    Proceedings   42




---



##### Table of Contents



(1,2-dibromo-3-chloropropane).
         43




---



##### Table of Contents



European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
 44




---



##### Table of Contents



Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E.coli Outbreak: E. coli ®
  E. coli E. coli E. coli
  E. coli E. coli
 45




---



##### Table of Contents



E. coli E. coli
  Item 6.
    Exhibits  ExhibitNumber31
.1*

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

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

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

Certification by the Vice
    President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act     *
    
    Filed herewith
    
    Furnished herewith 46




---



##### Table of Contents



SIGNATURES    November 21, 2006

DOLE FOOD COMPANY, INC.
    REGISTRANT    By:
    /s/  Joseph
    S. Tesoriero   Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh   Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
 47




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber31
.1*

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

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

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

Certification by the Vice
    President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Filed herewith
    
    Furnished herewith 48