##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 24, 2007oro

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)
   (818) 879-6600
  þ o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
    Class

Shares Outstanding at
    May 4, 2007Common Stock, $0.001 Par Value

1,000




---



##### 



DOLE FOOD
    COMPANY, INC.
  INDEX
  PageNumberPART I

Financial
    InformationItem 1.

Financial
    Statements (unaudited)Condensed
    Consolidated Statements of Operations  Quarters Ended
    March 24, 2007 and March 25, 2006


3Condensed
    Consolidated Balance Sheets  March 24, 2007 and
    December 30, 2006


4Condensed
    Consolidated Statements of Cash Flows  Quarters Ended
    March 24, 2007 and March 25, 2006


5Notes to Condensed
    Consolidated Financial Statements


6Item 2.

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


26Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


33Item 4.

Controls and
    Procedures


33PART II

Other
    InformationItem 1.

Legal
    Proceedings


33Item 6.

Exhibits


33Signatures


34Exhibit Index


35Certification 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 3.2(d)Exhibit 3.2(e)Exhibit 3.2(f)Exhibit 3.2(g)Exhibit 3.2(h)EXHIBIT 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 EndedMarch 24,


March 25,2007


2006Revenues, net

$
1,556,133


$
1,394,601Cost of products sold


(1,414,636
)


(1,264,725
)Gross margin


141,497



129,876Selling, marketing and general and
    administrative expenses


(110,908
)


(106,966
)Operating income


30,589



22,910Other income (expense), net


1,579



(1,086
)Interest income


1,636



1,474Interest expense


(44,202
)


(34,354
)Loss from continuing operations
    before income taxes, minority interest and equity earnings


(10,398
)


(11,056
)Income taxes


(1,241
)


4,251Minority interest, net of income
    taxes


749



(617
)Equity in earnings of
    unconsolidated subsidiaries


675



1,522Loss from continuing operations,
    net of income taxes


(10,215
)


(5,900
)Income from discontinued
    operations, net of income taxes






46Net loss

$
(10,215
)

$
(5,854
)   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) March 24,


December 30,2007


2006ASSETSCash and cash equivalents

$
96,580


$
92,414Receivables, net of allowances of
    $66,060 and $62,632, respectively


845,608



745,730Inventories


669,944



661,552Prepaid expenses


69,257



65,388Deferred income tax assets


66,606



66,606Assets held-for-sale


4,865



31,588Total current assets


1,752,860



1,663,278Investments


64,058



62,736Property, plant and equipment, net
    of accumulated depreciation of $890,579 and $840,891,
    respectively


1,440,984



1,461,961Goodwill


515,549



545,740Intangible assets, net


726,122



726,689Other assets, net


146,571



151,952Total assets

$
4,646,144


$
4,612,356LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
478,602


$
454,685Accrued liabilities


466,989



472,288Current portion of long-term debt


14,427



14,455Notes payable


71,241



34,129Total current liabilities


1,031,259



975,557Long-term debt


2,329,081



2,315,597Deferred income tax liabilities


315,754



346,595Other long-term liabilities


585,740



608,191Minority interests


21,713



25,333Contingencies (Note 11)Shareholders equityCommon stock 
    $0.001 par value; 1,000 shares authorized, issued and
    outstanding






Additional paid-in capital


413,657



409,032Retained deficit


(37,592
)


(53,812
)Accumulated other comprehensive
    loss


(13,468
)


(14,137
)Total shareholders equity


362,597



341,083Total liabilities and
    shareholders equity

$
4,646,144


$
4,612,356   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) Quarter EndedMarch 24,


March 25,2007


2006Operating ActivitiesNet loss

$
(10,215
)

$
(5,854
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


36,187



32,962Foreign currency exchange losses


2,028



1,044Asset write-offs, impairments and
    net (gain) loss on sale of assets


2,225



123Minority interests and equity
    earnings, net


(1,424
)


(905
)Amortization of debt issuance costs


947



1,124Provision for deferred income taxes


(8,614
)


(5,127
)Pension and other postretirement
    benefit plan expense


3,966



3,374Other


138



1,314Changes in operating assets and
    liabilities, net of effects from acquisitions and dispositions:Receivables


(76,345
)


(86,568
)Inventories


(13,034
)


(24,314
)Prepaid expenses and other assets


(2,375
)


(8,242
)Accounts payable


39,793



14,708Accrued liabilities


(20,583
)


(36,495
)Other long-term liabilities


5,255



3,738Cash flow used in operating
    activities


(42,051
)


(109,118
)Investing ActivitiesProceeds from sales of assets


30,777



1,330Capital additions


(17,873
)


(24,206
)Repurchase of common stock in
    going-private merger transaction


(129
)


(100
)Cash flow provided by (used in)
    investing activities


12,775



(22,976
)Financing ActivitiesShort-term debt borrowings


36,010



58,666Short-term debt repayments


(5,526
)


(725
)Long-term debt borrowings, net of
    debt issuance costs


216,711



262,101Long-term debt repayments


(203,491
)


(208,292
)Capital contribution from parent






28,390Dividends paid to minority
    shareholders


(8,331
)


(684
)Dividends paid to parent






(3,400
)Cash flow provided by financing
    activities


35,373



136,056Effect of foreign currency
    exchange rate changes on cash


(1,931
)


1,166Increase in cash and cash
    equivalents


4,166



5,128Cash and cash equivalents at
    beginning of period


92,414



48,812Cash and cash equivalents at end
    of period

$
96,580


$
53,940   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)
 NOTE 1 
    BASIS OF PRESENTATION  52/53-week Form 10-K (Form 10-K)
      NOTE 2 
    RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
  The Fair Value Option for Financial
    Assets and Liabilities  Including an amendment of
    FASB Statement No. 115
  Accounting For Planned Major Maintenance Activities accrue-in-advance built-in-overhaul accrue-in-advance
  AdjustedDecember 30,


FSP


December 30,2006


Adjustment


2006(In thousands)Other assets

$
147,590


$
4,362


$
151,952Accrued liabilities

$
473,797


$
(1,509
)

$
472,288Retained deficit

$
(59,683
)

$
5,871


$
(53,812
)     Accounting for Uncertainty in Income Taxes-an Interpretation
    of FASB Statement No. 109
 6




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 3 
    BUSINESS DISPOSITION
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  NOTE 4 
    INCOME TAXES
      Adoption of FIN 48:
  Increase/(Decrease)(In thousands)Goodwill

$
(30,191
)Deferred income tax liabilities

$
(25,655
)Other long-term liabilities

$
(30,971
)Retained deficit

$
26,435      7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   non-U.S. income
  Internal Revenue Service Audit: 2002-2004
    NOTE 5 
    INVENTORIES
    March 24,


December 30,2007


2006(In thousands)InventoriesFinished products

$
320,622


$
322,122Raw materials and work in progress


147,385



132,047Crop-growing costs


140,590



151,533Operating supplies and other


61,347



55,850$
669,944


$
661,552   NOTE 6 
    GOODWILL AND INTANGIBLE ASSETS
    Fresh


Fresh


Packaged


Fresh-cutFruit


Vegetables


Foods


Flowers


Other


Total(In thousands)Balance as of
    December 30, 2006

$
386,625


$
93,874


$
65,241


$



$



$
545,740Adoption of FIN 48


(22,965
)


(6,000
)


(1,226
)










(30,191
)Balance as of
    March 24, 2007

$
363,660


$
87,874


$
64,015


$



$



$
515,549    8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
     March 24,


December 30,2007


2006(In thousands)Amortized intangible assets:Customer relationships

$
48,743


$
48,298Other amortized intangible assets


8,815



8,79657,558



57,094Accumulated
    amortization  customer relationships


(14,067
)


(13,056
)Other accumulated amortization


(6,984
)


(6,964
)Accumulated
    amortization  intangible assets


(21,051
)


(20,020
)Intangible assets, net


36,507



37,074Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible
    assets, net

$
726,122


$
726,689     Fiscal Year

Amount(In thousands)2007

$
3,3532008

$
4,4102009

$
4,4102010

$
4,4102011

$
4,410  9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 7 
    NOTES PAYABLE AND LONG-TERM DEBT
    March 24,


December 30,2007


2006(In thousands)Unsecured 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


181,800



167,600Term loan facilities


967,688



967,688Contracts and notes, at a
    weighted-average interest rate of 8% (7.5% in 2006) through
    2010


2,247



2,291Capital lease obligations


87,613



88,380Unamortized debt discount


(840
)


(907
)Notes payable


71,241



34,1292,414,749



2,364,181Current maturities


(85,668
)


(48,584
)$
2,329,081


$
2,315,597          10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 8 
    SHAREHOLDERS EQUITY
  Comprehensive Income (Loss)
  Quarter EndedMarch 24,


March 25,2007


2006(In thousands)Net loss

$
(10,215
)

$
(5,854
)Unrealized foreign currency
    exchange translation gain


1,715



2,278Reclassification of realized cash
    flow hedging (gains) losses to net loss


7



(1,271
)Unrealized net gain (loss) on cash
    flow hedging instruments


(1,053
)


8,398Comprehensive income (loss)

$
(9,546
)

$
3,551   Capital Contribution:
  Dividends:
   11




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##### Table of Contents



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


Foreign Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedMarch 24,


March 25,


March 24,


March 25,


March 24,


March 25,2007


2006


2007


2006


2007


2006(In thousands)Components of net periodic
    benefit cost:Service cost

$
34


$
408


$
1,440


$
878


$
71


$
65Interest cost


3,955



3,918



1,971



1,461



896



900Expected return on plan assets


(4,089
)


(4,159
)


(556
)


(85
)






Amortization of:Unrecognized net loss (gain)


285



145



119



53



22



(26
)Unrecognized prior service cost
    (benefit)










17



11



(211
)


(211
)Unrecognized net transition
    obligation










12



16







$
185


$
312


$
3,003


$
2,334


$
778


$
728   NOTE 10 
    SEGMENT INFORMATION
     12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
       Results
    of Operations
  Quarter EndedMarch 24,


March 25,2007


2006(In thousands)Revenues from external customersFresh fruit

$
1,046,417


$
897,024Fresh vegetables


244,274



243,203Packaged foods


228,226



195,947Fresh-cut flowers


36,964



58,164Corporate


252



263$
1,556,133


$
1,394,601   Quarter EndedMarch 24,


March 25,2007


2006(In thousands)EBITFresh fruit

$
30,668


$
20,288Fresh vegetables


2,233



4,560Packaged foods


15,248



14,881Fresh-cut flowers


(41
)


(395
)Total operating segments


48,108



39,334Corporate


(12,880
)


(15,131
)Interest expense


(44,202
)


(34,354
)Income taxes


(1,241
)


4,251Loss from continuing operations,
    net of income taxes

$
(10,215
)

$
(5,900
)    13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
     March 24,


December 30,2007


2006(In thousands)Total AssetsFresh fruit

$
2,499,502


$
2,451,518Fresh vegetables


482,511



479,217Packaged foods


636,257



653,077Fresh-cut flowers


117,397



115,477Total operating segments


3,735,667



3,699,289Corporate


910,477



913,067$
4,646,144


$
4,612,356   NOTE 11 
    CONTINGENCIES
          Form 10-K
   14




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##### Table of Contents



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




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
             16




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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:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak: ®
   17




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      NOTE 12 
    ASSETS
    HELD-FOR-SALE
  held-for-sale.
  held-for-sale,
  March 24,


December 30,2007


2006(In thousands)Assets
    held-for-sale
    by segment:Fresh fruit

$
727


$
28,337Fresh vegetables


3,251



3,251Fresh-cut flowers


887



Total assets
    held-for-sale

$
4,865


$
31,588   held-for-sale
 18




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 13 
    BUSINESS RESTRUCTURING
    NOTE 14 
    GUARANTOR FINANCIAL INFORMATION
       19




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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 March 24, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
19,541


$
696,112


$
1,121,054


$
(280,574
)

$
1,556,133Cost of products sold


(16,734
)


(628,642
)


(1,044,925
)


275,665



(1,414,636
)Gross margin


2,807



67,470



76,129



(4,909
)


141,497Selling, marketing and general and
    administrative expenses


(15,877
)


(44,846
)


(55,094
)


4,909



(110,908
)Operating income (loss)


(13,070
)


22,624



21,035







30,589Equity in subsidiary income


24,560



9,058







(33,618
)


Other income (expense), net










1,579







1,579Interest income


75



45



1,516







1,636Interest expense


(28,214
)


(5
)


(15,983
)






(44,202
)Income (loss) before income taxes,
    minority interests and equity earnings


(16,649
)


31,722



8,147



(33,618
)


(10,398
)Income taxes


6,444



(7,606
)


(79
)






(1,241
)Minority interests, net of income
    taxes


(20
)


(174
)


943







749Equity in earnings of
    unconsolidated subsidiaries


10



319



346







675Net income (loss)

$
(10,215
)

$
24,261


$
9,357


$
(33,618
)

$
(10,215
)  20




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  For the
    Quarter Ended March 25, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
11,329


$
697,247


$
1,000,921


$
(314,896
)

$
1,394,601Cost of products sold


(9,696
)


(627,423
)


(939,363
)


311,757



(1,264,725
)Gross margin


1,633



69,824



61,558



(3,139
)


129,876Selling, marketing and general and
    administrative expenses


(15,498
)


(44,563
)


(50,044
)


3,139



(106,966
)Operating income (loss)


(13,865
)


25,261



11,514







22,910Equity in subsidiary income


17,390



(4,665
)






(12,725
)


Other income (expense), net


(1
)






(1,085
)






(1,086
)Interest income


186



79



1,209







1,474Interest expense


(24,118
)


(3
)


(10,233
)






(34,354
)Income (loss) before income taxes,
    minority interests and equity earnings


(20,408
)


20,672



1,405



(12,725
)


(11,056
)Income taxes


14,590



(3,864
)


(6,475
)






4,251Minority interests, net of income
    taxes


(36
)


(254
)


(327
)






(617
)Equity in earnings of
    unconsolidated subsidiaries






450



1,072







1,522Income (loss) from continuing
    operations, net of income taxes


(5,854
)


17,004



(4,325
)


(12,725
)


(5,900
)Income from discontinued
    operations, net of income taxes






46











46Net income (loss)

$
(5,854
)

$
17,050


$
(4,325
)

$
(12,725
)

$
(5,854
)  21




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of March 24, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCurrent AssetsCash and cash equivalents

$
9,777


$
(7,162
)

$
93,965


$



$
96,580Receivables, net of allowances


310,787



(37,271
)


572,092







845,608Inventories


7,301



265,664



396,979







669,944Prepaid expenses


4,725



18,366



46,166







69,257Deferred income tax assets


29,596



24,754



12,256







66,606Assets
    held-for-sale


727



3,251



887







4,865Total current assets


362,913



267,602



1,122,345







1,752,860Investments


2,096,312



1,725,994



62,286



(3,820,534
)


64,058Property, plant and equipment, net


287,445



346,638



806,901







1,440,984Goodwill






151,890



363,659







515,549Intangible assets, net


689,829



24,757



11,536







726,122Other assets, net


40,610



8,998



96,963







146,571Total assets

$
3,477,109


$
2,525,879


$
2,463,690


$
(3,820,534
)

$
4,646,144LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
3,993


$
134,851


$
339,758


$



$
478,602Accrued liabilities


72,607



200,869



193,513







466,989Current portion of long-term debt


1,950



40



12,437







14,427Notes payable










71,241







71,241Total current liabilities


78,550



335,760



616,949







1,031,259Intercompany payables (receivables)


837,946



38,216



(876,162
)






Long-term debt


1,507,322



84



821,675







2,329,081Deferred income tax liabilities


259,311



20,081



36,362







315,754Other long-term liabilities


431,383



42,865



111,492







585,740Minority interests






607



21,106







21,713Total shareholders equity


362,597



2,088,266



1,732,268



(3,820,534
)


362,597Total liabilities and
    shareholders equity

$
3,477,109


$
2,525,879


$
2,463,690


$
(3,820,534
)

$
4,646,144  22




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 30, 2006
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCurrent AssetsCash and cash equivalents

$
7,322


$
(6
)

$
85,098


$



$
92,414Receivables, net of allowances


306,813



(60,940
)


499,857







745,730Inventories


6,914



296,644



357,994







661,552Prepaid expenses


4,806



15,854



44,728







65,388Deferred income tax assets


29,596



24,754



12,256







66,606Assets
    held-for-sale


906



30,682











31,588Total current assets


356,357



306,988



999,933







1,663,278Investments


2,072,618



1,684,500



61,254



(3,755,636
)


62,736Property, plant and equipment, net


288,029



371,014



802,918







1,461,961Goodwill






159,939



385,801







545,740Intangible assets, net


689,829



25,606



11,254







726,689Other assets, net


41,232



8,986



101,734







151,952Total assets

$
3,448,065


$
2,557,033


$
2,362,894


$
(3,755,636
)

$
4,612,356LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
2,530


$
137,012


$
315,143


$



$
454,685Accrued liabilities


70,493



237,295



164,500







472,288Current portion of long-term debt


1,950







12,505







14,455Notes payable










34,129







34,129Total current liabilities


74,973



374,307



526,277







975,557Intercompany payables (receivables)


792,577



36,238



(828,815
)






Long-term debt


1,493,053







822,544







2,315,597Deferred income tax liabilities


290,152



30,760



25,683







346,595Other long-term liabilities


456,227



42,579



109,385







608,191Minority interests






8,278



17,055







25,333Total shareholders equity


341,083



2,064,871



1,690,765



(3,755,636
)


341,083Total liabilities and
    shareholders equity

$
3,448,065


$
2,557,033


$
2,362,894


$
(3,755,636
)

$
4,612,356  23




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Quarter Ended March 24, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Operating activitiesIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(29,319
)


4,244



(16,976
)






(42,051
)Cash flow provided by (used in)
    operating activities


(11,776
)


21,787



(16,976
)


(35,086
)

$
(42,051
)Investing activitiesProceeds from sales of assets


260



15



30,502







30,777Capital additions


(100
)


(9,196
)


(8,577
)






(17,873
)Repurchase of common stock in the
    going-private merger transaction


(129
)














(129
)Cash flow provided by (used in)
    investing activities


31



(9,181
)


21,925







12,775Financing activitiesShort-term debt borrowings










36,010







36,010Short-term debt repayments






(2,219
)


(3,307
)






(5,526
)Long-term debt borrowings


216,700







11







216,711Long-term debt repayments


(202,500
)






(991
)






(203,491
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Dividends paid to minority
    shareholders










(8,331
)






(8,331
)Cash flow provided by (used in)
    financing activities


14,200



(19,762
)


5,849



35,086



35,373Effect of foreign exchange rate
    changes on cash and cash equivalents










(1,931
)






(1,931
)Increase (decrease) in cash and
    cash equivalents


2,455



(7,156
)


8,867







4,166Cash and cash equivalents at
    beginning of period


7,322



(6
)


85,098







92,414Cash and cash equivalents at end
    of period

$
9,777


$
(7,162
)

$
93,965


$



$
96,580  24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Quarter Ended March 25, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


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

$
(37,505
)

$
(345
)

$
(71,268
)

$



$
(109,118
)Investing activitiesProceeds from sales of assets


1



10



1,319







1,330Capital additions


(547
)


(13,472
)


(10,187
)






(24,206
)Repurchase of common stock in the
    going-private merger transaction


(100
)














(100
)Cash flow used in investing
    activities


(646
)


(13,462
)


(8,868
)






(22,976
)Financing activitiesShort-term debt borrowings






7,614



51,052







58,666Short-term debt repayments






(127
)


(598
)






(725
)Long-term debt borrowings


132,700







129,401







262,101Long-term debt repayments


(104,700
)


(172
)


(103,420
)






(208,292
)Capital contributions


28,390















28,390Dividends paid to minority
    shareholders






(436
)


(248
)






(684
)Dividends paid


(3,400
)














(3,400
)Cash flow provided by financing
    activities


52,990



6,879



76,187







136,056Effect of foreign exchange rate
    changes on cash and cash equivalents










1,166







1,166Increase (decrease) in cash and
    cash equivalents


14,839



(6,928
)


(2,783
)






5,128Cash and cash equivalents at
    beginning of period


12,698



(5,453
)


41,567







48,812Cash and cash equivalents at end
    of period

$
27,537


$
(12,381
)

$
38,784


$



$
53,940  25




---



##### Table of Contents



ITEM 2.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  Overview
      Results
    of Operations
    Quarter EndedMarch 24,


March 25,2007


2006(In thousands)Revenues, net

$
1,556,133


$
1,394,601Operating income


30,589



22,910Interest income and other income
    (expense), net


3,215



388Interest expense


(44,202
)


(34,354
)Income taxes


(1,241
)


4,251Minority interests and equity in
    earnings of unconsolidated subsidiaries, net of income taxes


1,424



905Income from discontinued
    operations, net of income taxes






46Net loss


(10,215
)


(5,854
)   Revenues
  ®
 26




---



##### Table of Contents



Operating
    Income
    Interest
    Income and Other Income (Expense), Net
    Interest
    Expense
    Income
    Taxes
      Segment
    Results of Operations
     27




---



##### Table of Contents



Quarter EndedMarch 24,


March 25,2007


2006(In thousands)Revenues from external customersFresh fruit

$
1,046,417


$
897,024Fresh vegetables


244,274



243,203Packaged foods


228,226



195,947Fresh-cut flowers


36,964



58,164Corporate


252



263$
1,556,133


$
1,394,601   Quarter EndedMarch 24,


March 25,2007


2006(In thousands)EBITFresh fruit

$
30,668


$
20,288Fresh vegetables


2,233



4,560Packaged foods


15,248



14,881Fresh-cut flowers


(41
)


(395
)Total operating segments


48,108



39,334Corporate


(12,880
)


(15,131
)Interest expense


(44,202
)


(34,354
)Income taxes


(1,241
)


4,251Loss from continuing operations,
    net of income taxes

$
(10,215
)

$
(5,900
)   Fresh
    Fruit
     28




---



##### Table of Contents



Fresh
    Vegetables
      E.
    coli ®
  Packaged
    Foods
      Fresh-Cut
    Flowers
   29




---



##### Table of Contents



Corporate
    Liquidity
    and Capital Resources
          Form 10-K
  Update on Contractual Obligations and Commitments: Accounting for Uncertainty in
    Income
    Taxes-an
    Interpretation of FASB Statement No. 109
 30




---



##### Table of Contents



Recently
    Adopted and Issued Accounting Pronouncements
    Other
    Matters
  European Union Banana Import Regime:
      Income Tax Audits:
 31




---



##### Table of Contents



Supplemental
    Financial Information
    March 24,


December 30,2007


2006(In thousands)Balance Sheet Data:Total working capital (current
    assets less current liabilities)

$
721,601


$
687,721Total assets

$
4,646,144


$
4,612,356Total debt

$
2,414,749


$
2,364,181Total shareholders equity

$
362,597


$
341,083   Quarter EndedMarch 24,


March 24,2007


2006(In thousands)Other Financial Data:Net loss

$
(10,215
)

$
(5,854
)Income from discontinued
    operations, net of income taxes






(46
)Interest expense


44,202



34,354Income taxes


1,241



(4,251
)Depreciation and amortization


36,187



32,835EBITDA

$
71,415


$
57,038EBITDA margin


4.6
%


4.1
%Capital expenditures

$
12,156


$
22,352       Form 10-K
 32




---



##### Table of Contents



ITEM 3.  QUANTITATIVE
    AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK  Form 10-K
 ITEM 4.  CONTROLS
    AND PROCEDURES  Rule 15d-15(e)
 PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.  Item 1.
    Legal
    Proceedings    Item 6.
    Exhibits  ExhibitNumber3.2(d)*

Amended and Restated Limited
    Liability Company Agreement of Dole Berry Company, LLC, dated as
    of January 5, 2005.3.2(e)*

Limited Liability Company
    Agreement of CB North, LLC, dated as of January 5, 2005.3.2(f)*

Limited Liability Company
    Agreement of CB South, LLC, dated as of January 5, 2005.3.2(g)*

Limited Liability Company
    Agreement of Milagro Ranch, LLC, dated as of January 5, 2005.3.2(h)*

Limited Liability Company
    Agreement of Rancho Manana, LLC, dated as of January 5, 2005.31.1*

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 33




---



##### Table of Contents



SIGNATURES    May 7, 2007

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)
 34




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber3.2(d)*

Amended and Restated Limited
    Liability Company Agreement of Dole Berry Company, LLC, dated as
    of January 5, 2005.3.2(e)*

Limited Liability Company
    Agreement of CB North, LLC, dated as of January 5, 2005.3.2(f)*

Limited Liability Company
    Agreement of CB South, LLC, dated as of January 5, 2005.3.2(g)*

Limited Liability Company
    Agreement of Milagro Ranch, LLC, dated as of January 5, 2005.3.2(h)*

Limited Liability Company
    Agreement of Rancho Manana, LLC, dated as of January 5, 2005.31.1*

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 35