##### 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
    October 10,
    2009oro

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

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

(I.R.S. Employer
    Identification No.)   One Dole
    Drive, Westlake Village, California 91362 (Address
    of principal executive offices and zip code)
  Registrants telephone number, including area code:
 (818) 879-6600
  þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    Class

Shares Outstanding at November 13, 2009Common Stock, $0.001 Par Value

87,425,000




---



##### 





DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I

Financial InformationItem 1.

Financial Statements (unaudited)Condensed Consolidated Statements of
    Operations  Quarters and Three Quarters Ended
    October 10, 2009 and October 4, 2008


3Condensed Consolidated Balance Sheets 
    October 10, 2009 and January 3, 2009


4Condensed Consolidated Statements of Cash
    Flows  Three Quarters Ended October 10, 2009 and
    October 4, 2008


5Condensed Consolidated Statements of
    Shareholders Equity  Three Quarters Ended
    October 10, 2009 and October 4, 2008


7Condensed Consolidated Statements of
    Comprehensive Income  Quarters and Three Quarters
    Ended October 10, 2009 and October 4, 2008


8Notes to Condensed Consolidated Financial
    Statements


9Item 2.

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


38Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


50Item 4.

Controls and Procedures


50PART II

Other InformationItem 1.

Legal Proceedings


51Item 6.

Exhibits


51Signatures


52Exhibit Index


53Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    ActCertification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    ActCertification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    ActCertification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION Item 1.
    FINANCIAL STATEMENTS  DOLE FOOD
    COMPANY, INC.CONDENSED CONSOLIDATED STATEMENTS
    OF OPERATIONS
    (Unaudited)
  Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands, except per share amounts)Revenues, net

$
1,938,173


$
2,256,334


$
5,249,485


$
5,979,622Cost of products sold


(1,761,371
)


(2,074,061
)


(4,646,696
)


(5,394,453
)Gross margin


176,802



182,273



602,789



585,169Selling, marketing and general and administrative expenses


(148,979
)


(150,211
)


(360,329
)


(389,726
)Gain on asset sales (Note 13)


16,359



2,491



33,152



14,134Operating income


44,182



34,553



275,612



209,577Other income (expense), net (Note 4)


(34,582
)


10,941



(45,676
)


5,883Interest income


2,365



2,087



5,501



4,965Interest expense


(69,955
)


(52,616
)


(157,743
)


(137,358
)Income (loss) from continuing operations before income taxes and
    equity earnings


(57,990
)


(5,035
)


77,694



83,067Income taxes


1,307



(75
)


(15,704
)


60,125Equity in earnings of unconsolidated subsidiaries


3,247



2,768



7,718



6,104Income (loss) from continuing operations


(53,436
)


(2,342
)


69,708



149,296Income (loss) from discontinued operations, net of income taxes


445



(21,760
)


832



(20,263
)Gain on disposal of discontinued operations, net of income taxes






3,315



1,308



3,315Net income (loss)


(52,991
)


(20,787
)


71,848



132,348Less: Net income attributable to noncontrolling interests


(830
)


(531
)


(2,704
)


(1,857
)Net income (loss) attributable to Dole Food Company, Inc.

$
(53,821
)

$
(21,318
)

$
69,144


$
130,491Earnings per share  Basic and Diluted (Note 16):Income (loss) from continuing operations

$
(1.03
)

$
(0.05
)

$
1.35


$
2.89Net income (loss) attributable to Dole Food Company, Inc.

$
(1.04
)

$
(0.41
)

$
1.34


$
2.52Weighted average common shares outstanding  Basic and
    Diluted


51,710



51,710



51,710



51,710    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
  October 10,


January 3,2009


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

$
102,033


$
90,829Restricted deposits (Note 9)


302,453



Receivables, net of allowances of $52,481 and $41,357,
    respectively


704,033



807,235Inventories


700,979



796,407Prepaid expenses


76,090



69,347Deferred income tax assets


22,526



21,273Assets
    held-for-sale
    (Note 13)


141,798



202,876Total current assets


2,049,912



1,987,967Restricted deposits (Note 14)


40,360



Investments


84,529



73,085Property, plant and equipment, net of accumulated depreciation
    of $1,059,620 and $1,027,345, respectively


971,284



1,050,331Goodwill


412,747



406,540Intangible assets, net


706,745



708,458Other assets, net


188,110



138,238Total assets

$
4,453,687


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

$
438,229


$
510,773Liabilities
    held-for-sale
    (Note 13)


13,893



50,465Accrued liabilities


443,717



490,145Current portion of long-term debt


370,522



356,748Notes payable


37,287



48,789Total current liabilities


1,303,648



1,456,920Long-term debt


1,857,264



1,798,556Deferred income tax liabilities


257,037



254,205Other long-term liabilities


523,008



421,779Contingencies (Note 12)Shareholders equityCommon stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding






Additional paid-in capital


410,178



409,681Retained earnings


90,266



36,122Accumulated other comprehensive loss


(14,664
)


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


485,780



402,900Equity attributable to noncontrolling interests


26,950



30,259Total shareholders equity


512,730



433,159Total liabilities and shareholders equity

$
4,453,687


$
4,364,619    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS(Unaudited)
  Three Quarters EndedOctober 10,


October 4,2009


2008(In thousands)Operating ActivitiesNet income

$
71,848


$
132,348Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


92,386



107,811Net unrealized (gains) losses on financial instruments


48,535



(12,295
)Asset write-offs and net (gain) loss on sale of assets


(35,544
)


(38,426
)Impairment of discontinued operations






17,000Noncontrolling interests in discontinued operations and gain on
    disposal of discontinued operations, net of income taxes






12,149Equity in earnings of unconsolidated subsidiaries


(7,718
)


(6,104
)Amortization of debt issuance costs


4,121



3,155Write-off of debt issuance costs


5,316



Provision for deferred income taxes


(2,898
)


(50,860
)Unrecognized tax benefits on federal income tax audit settlement






(60,906
)Pension and other postretirement benefit plan expense


10,410



15,166Other


1,462



(332
)Changes in operating assets and liabilities:Receivables


81,777



(60,344
)Inventories


66,958



(73,716
)Prepaid expenses and other assets


(35,243
)


(13,331
)Income taxes


(401
)


32,808Accounts payable


(41,523
)


(13,631
)Accrued liabilities


25,580



925Other long-term liabilities


(2,166
)


(18,720
)Cash flow provided by (used in) operating activities


282,900



(27,303
)Investing ActivitiesCash received from sales of assets and businesses, net of cash
    disposed


94,404



153,811Capital additions


(36,211
)


(58,927
)Restricted deposits


(342,813
)


Other


(45
)


(245
)Cash flow (used in) provided by investing activities


(284,665
)


94,639Financing ActivitiesShort-term debt repayments, net of borrowings


(8,813
)


(34,286
)Long-term debt borrowings, net of debt issuance costs


1,176,703



1,061,049Long-term debt repayments


(1,137,614
)


(1,103,147
)Dividends paid to parent


(15,000
)


Dividends paid to noncontrolling interests


(5,541
)


(13,314
)Cash flow provided by (used in) financing activities


9,735



(89,698
)Effect of foreign currency exchange rate changes on cash


3,234



(3,943
)Increase (decrease) in cash and cash equivalents


11,204



(26,305
)Cash and cash equivalents at beginning of period


90,829



97,061Cash and cash equivalents at end of period

$
102,033


$
70,756  5




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH
    FLOWS  (Continued)
 (Unaudited)
  Supplemental
    cash flow information
         6




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 (Unaudited)
  Accumulated OtherComprehensive Income (Loss)Pension &








EquityAdditional


Retained


Other


Cumulative


Unrealized


Attributable


TotalCommon


Paid-In


Earnings


Postretirement


Translation


Gains (Losses)


to Noncontrolling


Shareholders


ComprehensiveStock


Capital


(Deficit)


Benefits


Adjustment


on Hedges


Interests


Equity


Income(In thousands)Balance at December 29, 2007

$



$
409,907


$
(84,883
)

$
(26,752
)

$
42,261


$
(15,525
)

$
29,878


$
354,886Net income










130,491















1,857



132,348


$
132,348Noncontrolling interests in discontinued operations


























(130
)


(130
)


Noncontrolling interests gain on sale of discontinued operations


























12,279



12,279



Dividends paid


























(13,314
)


(13,314
)


Unrealized foreign currency translation and hedging losses on
    interest rate swap


















(22,347
)


(6,284
)


(27
)


(28,658
)


(28,658
)Reclassification of realized cash flow hedging losses on
    interest rate swap to net income






















3,067







3,067



3,067Loss on sale of land to affiliate, net of income taxes






(600
)


















(663
)


(1,263
)


Balance at October 4, 2008

$



$
409,307


$
45,608


$
(26,752
)

$
19,914


$
(18,742
)

$
29,880


$
459,215


$
106,757Balance at January 3, 2009

$



$
409,681


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
30,259


$
433,159Net income










69,144















2,704



71,848


$
71,848Dividends paid










(15,000
)














(5,541
)


(20,541
)


Unrealized foreign currency translation and hedging gains
    (losses) on interest rate swap


















22,993



(2,220
)


25



20,798



20,798Reclassification of realized cash flow hedging losses on
    interest rate swap to net income






















7,524







7,524



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














(58
)














(58
)


(58
)Contribution received from noncontrolling interests






497



















(497
)






Balance at October 10, 2009

$



$
410,178


$
90,266


$
(41,018
)

$
50,180


$
(23,826
)

$
26,950


$
512,730


$
100,112    7




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##### Table of Contents



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


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands)Net income (loss)

$
(52,991
)

$
(20,787
)

$
71,848


$
132,348Unrealized foreign currency translation and hedging gains
    (losses) on interest rate swap


22,335



(39,799
)


20,798



(28,658
)Reclassification of realized cash flow hedging losses on
    interest rate swap to net income


3,517



2,247



7,524



3,067Change in employee benefit plans, net of income taxes










(58
)


Comprehensive income (loss)


(27,139
)


(58,339
)


100,112



106,757Less: Comprehensive income attributable to noncontrolling
    interests


(858
)


(649
)


(2,729
)


(1,830
)Comprehensive income (loss) attributable to Dole Food Company,
    Inc.

$
(27,997
)

$
(58,988
)

$
97,383


$
104,927    8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  NOTE 1 
    BASIS OF
    PRESENTATION  Form 8-K
        NOTE 2 
    RECENTLY
    ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS  Accounting Standards Codification Form 10-Q
  No. 2009-05, Fair Value Measurements and Disclosures (Topic
    820)  Measuring Liabilities at Fair Value 2009-05), 2009-05
   9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      NOTE 3 
    INITIAL
    PUBLIC OFFERING    Restructuring
    Debt
    Reduction
   10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Stock
    Incentive Plan
    Supplemental
    Pro Forma Information
    NOTE 4 
    OTHER
    INCOME (EXPENSE), NET    Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands)Unrealized loss on cross currency swap

$
(27,984
)

$
(6,764
)

$
(34,687
)

$
(20,117
)Realized gain on cross currency swap


2,301



2,869



7,242



8,488Unrealized gain (loss) on foreign denominated borrowings


(9,960
)


4,162



(8,599
)


4,162Realized gain (loss) on foreign denominated borrowings


(70
)


3,297



1,145



3,297Foreign currency exchange gain (loss) on vessel obligation


1,032



7,245



(5,951
)


9,320Write-off of debt issuance costs


(94
)






(5,316
)


Other


193



132



490



733Other income (expense), net

$
(34,582
)

$
10,941


$
(45,676
)

$
5,883  11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 5 
    DISCONTINUED
    OPERATIONS  Held-For-Sale).
    Quarter Ended


Quarter EndedOctober 10, 2009


October 4, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
564


$
23,804


$
399


$
24,203Income (loss) before income taxes

$
498


$
(24,892
)

$
(478
)

$
(25,370
)Income taxes


(53
)


3,855



(245
)


3,610Income (loss) from discontinued operations, net of income taxes

$
445


$
(21,037
)

$
(723
)

$
(21,760
)Gain on disposal of discontinued operations, net of income taxes

$



$



$
3,315


$
3,315   Three Quarters Ended


Three Quarters EndedOctober 10, 2009


October 4, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
3,745


$
86,683


$
5,419


$
92,102Income (loss) before income taxes

$
972


$
(33,929
)

$
(729
)

$
(34,658
)Income taxes


(140
)


14,546



(151
)


14,395Income (loss) from discontinued operations, net of income taxes

$
832


$
(19,383
)

$
(880
)

$
(20,263
)Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$
3,315


$
3,315    12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 6 
    INCOME
    TAXES      years 1995-2001.
    non-U.S. income
  Income Tax Audits:
  Internal Revenue Service Audit: 2002-2005
   13




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 7 
    INVENTORIES    October 10,


January 3,2009


2009(In thousands)Finished products

$
371,549


$
344,643Raw materials and work in progress


107,432



168,670Crop-growing costs


168,038



210,263Operating supplies and other


53,960



72,831$
700,979


$
796,407   NOTE 8 
    GOODWILL
    AND INTANGIBLE ASSETS    Fresh


PackagedFresh Fruit


Vegetables


Foods


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

$
274,723


$
71,206


$
60,611


$
406,540Acquisition of Distrifruit


6,207











6,207Balance as of October 10, 2009

$
280,930


$
71,206


$
60,611


$
412,747     October 10,


January 3,2009


2009(In thousands)Amortized intangible assets:Customer relationships

$
39,631


$
38,501Other amortized intangible assets


2,174



2,04241,805



40,543Accumulated amortization  customer relationships


(23,111
)


(20,248
)Other accumulated amortization


(1,564
)


(1,452
)Accumulated amortization  intangible assets


(24,675
)


(21,700
)Amortized intangible assets, net


17,130



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


689,615



689,615Total identifiable intangible assets, net

$
706,745


$
708,458    14




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##### Table of Contents



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

Amount2009

$
8752010

$
3,7902011

$
3,7902012

$
3,7902013

$
1,611     NOTE 9 
    NOTES PAYABLE
    AND LONG-TERM DEBT    October 10,


January 3,2009


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

$



$
345,0007.25% notes due 2010


363,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:13.875% notes due 2014


349,903



8% notes due 2016(1)


315,000



Revolving credit facility






150,500Term loan facilities


800,592



835,444Contracts and notes, at a weighted-average interest rate of 5.9%
    in 2009 (6.1% in 2008) through 2014


9,523



9,221Capital lease obligations


64,076



60,448Notes payable


37,287



48,789Unamortized debt discount


(29,308
)


(309
)2,265,073



2,204,093Current maturities


(407,809
)


(405,537
)$
1,857,264


$
1,798,556     (1)
    
    Proceeds deposited in trust to redeem 2010 notes 15




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   2010
    Debt Maturity and 2009 Debt Refinancing
    Transactions
            Debt
    Issuance Costs
       16




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Term
    Loans and Revolving Credit Facility
      Capital
    Lease Obligations
    Covenants
       17




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Dividends
    NOTE 10 
    EMPLOYEE
    BENEFIT PLANS    InternationalU.S. Pension Plans


Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedOctober 10,


October 4,


October 10,


October 4,


October 10,


October 4,2009


2008


2009


2008


2009


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

$
51


$
46


$
1,834


$
1,838


$
70


$
88Interest cost


5,337



5,717



2,247



3,006



820



1,206Expected return on plan assets


(5,198
)


(5,581
)


(131
)


(747
)






Amortization of:Unrecognized net loss (gain)


72



455



180



153



(158
)


(3
)Unrecognized prior service cost (benefit)










102



24



(1,062
)


(281
)Unrecognized net transition obligation










15



18







$
262


$
637


$
4,247


$
4,292


$
(330
)

$
1,010   18




---



##### Table of Contents



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


Pension Plans


OPRB PlansThree Quarters Ended


Three Quarters Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,


October 10,


October 4,2009


2008


2009


2008


2009


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

$
127


$
114


$
4,554


$
4,731


$
174


$
220Interest cost


13,343



14,293



5,606



7,740



2,050



3,016Expected return on plan assets


(12,994
)


(13,953
)


(327
)


(1,917
)






Amortization of:Unrecognized net loss (gain)


180



1,137



456



386



(396
)


(7
)Unrecognized prior service cost (benefit)










256



63



(2,656
)


(703
)Unrecognized net transition obligation










37



46







$
656


$
1,591


$
10,582


$
11,049


$
(828
)

$
2,526   NOTE 11 
    SEGMENT
    INFORMATION        Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


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

$
1,329,147


$
1,601,547


$
3,672,562


$
4,296,997Fresh vegetables


298,849



327,938



790,378



838,610Packaged foods


309,784



326,529



785,526



843,152Corporate


393



320



1,019



863$
1,938,173


$
2,256,334


$
5,249,485


$
5,979,622   19




---



##### Table of Contents



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


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands)EBIT:Fresh fruit

$
44,928


$
59,261


$
240,216


$
243,415Fresh vegetables


(3,504
)


(6,373
)


9,460



(8,313
)Packaged foods


29,172



9,843



75,060



40,842Total operating segments


70,596



62,731



324,736



275,944Corporate:Unrealized loss on cross currency swap


(27,984
)


(6,764
)


(34,687
)


(20,117
)Unrealized gain (loss) on foreign denominated instruments


(8,725
)


8,375



(7,144
)


3,305Operating and other expenses


(18,675
)


(13,993
)


(39,750
)


(32,603
)Corporate


(55,384
)


(12,382
)


(81,581
)


(49,415
)Interest expense


(69,955
)


(52,616
)


(157,743
)


(137,358
)Income taxes


1,307



(75
)


(15,704
)


60,125Income (loss) from continuing operations

$
(53,436
)

$
(2,342
)

$
69,708


$
149,296       October 10,


January 3,2009


2009(In thousands)Total assets:Fresh fruit

$
2,194,375


$
2,322,899Fresh vegetables


382,697



460,221Packaged foods


659,590



686,801Total operating segments


3,236,662



3,469,921Corporate


1,204,386



832,709Fresh-cut flowers  discontinued operation


12,639



61,989$
4,453,687


$
4,364,619   NOTE 12 
    CONTINGENCIES     20




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      European Union Antitrust Inquiry:
            Honduran Tax Case:
 24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 13 
    ASSETS
    HELD-FOR-SALE  held-for-sale.
  held-for-sale
  Fresh-CutFlowers -Fresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


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

$
98,105


$
38,600


$
4,182


$
61,989


$
202,876Additions


48,503



599











49,102Sales


(24,513
)


(35,349
)


(968
)


(49,350
)


(110,180
)Balance as of October 10, 2009

$
122,095


$
3,850


$
3,214


$
12,639


$
141,798   held-for-sale
  held-for-sale
  Fresh-CutFlowers -Fresh


Packaged


Discontinued


Total LiabilitiesFresh Fruit


Vegetables


Foods


Operation


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

$
5,247


$



$



$
45,218


$
50,465Additions


13,893















13,893Sales


(5,247
)










(45,218
)


(50,465
)Balance as of October 10, 2009

$
13,893


$



$



$



$
13,893     Fresh
    Fruit
   25




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  held-for-sale held-for-sale
    Fresh
    Vegetables
    Packaged
    Foods
    Fresh-Cut
    Flowers  Discontinued Operation
    NOTE 14 
    DERIVATIVE
    FINANCIAL INSTRUMENTS         26




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          Derivative Assets (Liabilities)Average Strike

Notional


Balance Sheet

FairPrice

Amount


Classification

Value(In thousands)Derivatives designated as hedging instruments:Other long-termInterest rate swap



$
320,000


liabilities

$
(23,244
)Derivatives not designated as hedging instruments:Foreign currency hedges (buy/sell):Chilean peso/U.S. dollar

CLP 674


3,739


Receivables, net

$
812Philippine peso/U.S. dollar

PHP 48.2


20,428


Receivables, net


740U.S. dollar/Swedish krona

SEK 6.97


3,068


Receivables, net


32U.S. dollar/Japanese yen

JPY 95.9


246,908


Accrued liabilities


(9,021
)U.S. dollar/Euro

EUR 1.45


208,520


Accrued liabilities


(1,036
)U.S. dollar/Canadian dollar

CAD 1.10


28,905


Accrued liabilities


(589
)Cross currency swap  current portion







Receivables, net


2,070Other long-termCross currency swap




320,000


liabilities


(77,245
)Bunker fuel hedges

$282
    (per metric ton)


6,672
    (metric tons
)

Receivables, net


839Total derivatives not designated as hedging instruments










(83,398
)Total









$
(106,642
)    27




---



##### Table of Contents



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

Losses Reclassified into IncomeOctober 10,

Income Statement

Quarter

Three Quarters2009

Classification

Ended

Ended(In thousands)Derivatives designated as hedging instruments:Interest rate swap

$
2,220


Interest expense

$
3,517


$
7,524       Quarter EndedUnrealized Gains


Realized Gains(Losses)


(Losses)Income Statement

October 10,


October 4,


October 10,


October 4,Classification

2009


2008


2009


2008(In thousands)Derivatives not designated as hedging instruments:Foreign currency exchange contracts

Cost of products sold

$
(10,490
)

$
14,436


$
(1,576
)

$
(6,477
)Bunker fuel contracts

Cost of products sold


(1,927
)


(4,277
)


2,217



2,666Cross currency swap

Other income (expense), net


(27,984
)


(6,764
)


2,301



2,869Total



$
(40,401
)

$
3,395


$
2,942


$
(942
)   Three Quarters EndedUnrealized Gains


Realized Gains(Losses)


(Losses)Income Statement

October 10,


October 4,


October 10,


October 4,Classification

2009


2008


2009


2008(In thousands)Derivatives not designated as hedging instruments:Foreign currency exchange contracts

Cost of products sold

$
(2,999
)

$
17,611


$
(281
)

$
(15,448
)Bunker fuel contracts

Cost of products sold


4,415



(226
)


(567
)


4,464Cross currency swap

Other income (expense), net


(34,687
)


(20,117
)


7,242



8,488Total



$
(33,271
)

$
(2,732
)

$
6,394


$
(2,496
)  28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 15 
    FAIR
    VALUE MEASUREMENTS              Fair Value Measurements atReporting Date UsingSignificant


SignificantOther Observable


UnobservableOctober 10,


Inputs


Inputs2009


(Level 2)


(Level 3)(In thousands)Assets and Liabilities Measured on a Recurring BasisAssets:Foreign currency exchange contracts

$
1,584


$
1,584


$
Bunker fuel contracts


839



839



$
2,423


$
2,423


$
Liabilities:Foreign currency exchange contracts

$
10,646


$
10,646


$
Interest rate swap


23,244



23,244



Cross currency swap, net


75,175



75,175



$
109,065


$
109,065


$
    29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Fair Value Measurements atReporting Date UsingSignificant

SignificantOther Observable

UnobservableOctober 10,

Inputs

Inputs2009

(Level 2)

(Level 3)(In thousands)Assets Measured on a Nonrecurring BasisDistrifruit net assets

$
10,037


$



$
10,037       Credit
    Risk
    Fair
    Value of Debt
    October 10, 2009

January 3, 2009Carrying

Estimated

Carrying

EstimatedValue(1)

Fair Value

Value(1)

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

$
1,353,595


$
1,440,978


$
1,100,000


$
809,400Term loans


800,592



811,600



835,444



585,855     (1)
    
    Net of debt discounts on secured and unsecured notes and
    debentures 30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 16 
    EARNINGS
    PER SHARE  Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands, except per share amounts)Income (loss) from continuing operations

$
(53,436
)

$
(2,342
)

$
69,708


$
149,296Income (loss) from discontinued operations


445



(21,760
)


832



(20,263
)Gain on disposal of discontinued operations






3,315



1,308



3,315Less: Net income attributable to noncontrolling interests


(830
)


(531
)


(2,704
)


(1,857
)Net income (loss) attributable to Dole Food Company, Inc.

$
(53,821
)

$
(21,318
)

$
69,144


$
130,491Weighted average common shares outstanding  Basic and
    Diluted(1)


51,710



51,710



51,710



51,710Earnings Per Share  Basic and DilutedIncome (loss) from continuing operations

$
(1.03
)

$
(0.05
)

$
1.35


$
2.89Income (loss) from discontinued operations


0.01



(0.42
)


0.02



(0.39
)Gain on disposal of discontinued operations






0.06



0.02



0.06Less: Net income attributable to noncontrolling interests


(0.02
)






(0.05
)


(0.04
)Net income (loss) attributable to Dole Food Company, Inc.

$
(1.04
)

$
(0.41
)

$
1.34


$
2.52     (1)
    
    Basic and diluted weighted average common shares outstanding
    reflect the effect of the restructuring transactions in
    connection with the IPO (see Note 3 for further
    information).  NOTE 17 
    GUARANTOR
    FINANCIAL INFORMATION       31




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
24,095


$
886,174


$
1,486,797


$
(458,893
)

$
1,938,173Cost of products sold


(19,200
)


(800,417
)


(1,397,327
)


455,573



(1,761,371
)Gross margin


4,895



85,757



89,470



(3,320
)


176,802Selling, marketing and general and administrative expenses


(21,918
)


(58,973
)


(71,408
)


3,320



(148,979
)Gain on asset sales










16,359







16,359Operating income (loss)


(17,023
)


26,784



34,421







44,182Equity in subsidiary income


(19,948
)


(13,778
)






33,726



Other income (expense), net


196







(34,778
)






(34,582
)Interest income


378



42



1,945







2,365Interest expense


(43,759
)


(31
)


(26,165
)






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


(80,156
)


13,017



(24,577
)


33,726



(57,990
)Income taxes


26,335



(33,338
)


8,310







1,307Equity in earnings of unconsolidated subsidiaries






(73
)


3,320







3,247Loss from continuing operations


(53,821
)


(20,394
)


(12,947
)


33,726



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










445







445Net loss


(53,821
)


(20,394
)


(12,502
)


33,726



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










(830
)






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

$
(53,821
)

$
(20,394
)

$
(13,332
)

$
33,726


$
(53,821
)   For the
    Quarter Ended October 4, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
24,654


$
867,615


$
1,764,009


$
(399,944
)

$
2,256,334Cost of products sold


(24,509
)


(798,204
)


(1,647,634
)


396,286



(2,074,061
)Gross margin


145



69,411



116,375



(3,658
)


182,273Selling, marketing and general and administrative expenses


(20,253
)


(55,599
)


(78,017
)


3,658



(150,211
)Gain on asset sales


1,350



1,141











2,491Operating income (loss)


(18,758
)


14,953



38,358







34,553Equity in subsidiary income


32,654



53,311







(85,965
)


Other income (expense), net


(76
)






11,017







10,941Interest income


57



90



1,940







2,087Interest expense


(34,558
)


(2
)


(18,056
)






(52,616
)Income (loss) from continuing operations before income taxes and
    equity earnings


(20,681
)


68,352



33,259



(85,965
)


(5,035
)Income taxes


(638
)


(8,144
)


8,707







(75
)Equity in earnings of unconsolidated subsidiaries


1



(26
)


2,793







2,768Income (loss) from continuing operations, net of income taxes


(21,318
)


60,182



44,759



(85,965
)


(2,342
)Income (loss) from discontinued operations, net of income taxes






(31,368
)


9,608







(21,760
)Gain on disposal of discontinued operations, net of income taxes






3,315











3,315Net income (loss)


(21,318
)


32,129



54,367



(85,965
)


(20,787
)Less: Net income attributable to noncontrolling interests










(531
)






(531
)Net income (loss) attributable to Dole Food Company, Inc.

$
(21,318
)

$
32,129


$
53,836


$
(85,965
)

$
(21,318
)  32




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
55,691


$
2,347,105


$
3,984,401


$
(1,137,712
)

$
5,249,485Cost of products sold


(46,740
)


(2,109,049
)


(3,619,735
)


1,128,828



(4,646,696
)Gross margin


8,951



238,056



364,666



(8,884
)


602,789Selling, marketing and general and administrative expenses


(45,976
)


(144,450
)


(178,787
)


8,884



(360,329
)Gain on asset sales






10,093



23,059







33,152Operating income (loss)


(37,025
)


103,699



208,938







275,612Equity in subsidiary income


161,054



104,969







(266,023
)


Other income (expense), net


(246
)






(45,430
)






(45,676
)Interest income


913



112



4,476







5,501Interest expense


(100,740
)


(88
)


(56,915
)






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


23,956



208,692



111,069



(266,023
)


77,694Income taxes


45,188



(49,055
)


(11,837
)






(15,704
)Equity in earnings of unconsolidated subsidiaries






92



7,626







7,718Income from continuing operations


69,144



159,729



106,858



(266,023
)


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










832







832Gain on discontinued operations, net of income taxes










1,308







1,308Net income


69,144



159,729



108,998



(266,023
)


71,848Less: Net income attributable to noncontrolling interests










(2,704
)






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

$
69,144


$
159,729


$
106,294


$
(266,023
)

$
69,144   For the
    Three Quarters Ended October 4, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
60,716


$
2,372,687


$
4,638,058


$
(1,091,839
)

$
5,979,622Cost of products sold


(58,841
)


(2,174,579
)


(4,243,195
)


1,082,162



(5,394,453
)Gross margin


1,875



198,108



394,863



(9,677
)


585,169Selling, marketing and general and administrative expenses


(50,746
)


(138,658
)


(209,999
)


9,677



(389,726
)Gain on asset sales


2,324



1,141



10,669







14,134Operating income (loss)


(46,547
)


60,591



195,533







209,577Equity in subsidiary income


188,301



151,165







(339,466
)


Other income (expense), net


(76
)






5,959







5,883Interest income


144



174



4,647







4,965Interest expense


(89,633
)


(542
)


(47,183
)






(137,358
)Income from continuing operations before income taxes and equity
    earnings


52,189



211,388



158,956



(339,466
)


83,067Income taxes


78,305



(6,691
)


(11,489
)






60,125Equity in earnings of unconsolidated subsidiaries


(3
)


130



5,977







6,104Income from continuing operations, net of income taxes


130,491



204,827



153,444



(339,466
)


149,296Income (loss) from discontinued operations, net of income taxes






(21,221
)


958







(20,263
)Gain on disposal of discontinued operations, net of income taxes






3,315











3,315Net income


130,491



186,921



154,402



(339,466
)


132,348Less: Net income attributable to noncontrolling interests










(1,857
)






(1,857
)Net income attributable to Dole Food Company, Inc.

$
130,491


$
186,921


$
152,545


$
(339,466
)

$
130,491  33




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of October 10, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
15,744


$



$
87,895


$
(1,606
)

$
102,033Restricted deposits


302,453















302,453Receivables, net of allowances


409,541



126,895



458,126



(290,529
)


704,033Inventories


6,433



283,466



411,080







700,979Prepaid expenses


10,395



11,667



54,028







76,090Deferred income tax assets


18,891



25,567







(21,932
)


22,526Assets
    held-for-sale


72,526



7,064



62,208







141,798Total current assets


835,983



454,659



1,073,337



(314,067
)


2,049,912Restricted deposits










40,360







40,360Investments


2,432,385



1,929,173



111,833



(4,388,862
)


84,529Property, plant and equipment, net


162,156



261,647



547,481







971,284Goodwill






131,818



280,929







412,747Intangible assets, net


689,615



15,581



1,549







706,745Other assets, net


72,186



8,092



107,832







188,110Total assets

$
4,192,325


$
2,800,970


$
2,163,321


$
(4,702,929
)

$
4,453,687LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,227


$
421,133


$
325,936


$
(314,067
)

$
438,229Liabilities
    held-for-sale










13,893







13,893Accrued liabilities


64,144



168,137



211,436







443,717Current portion of long-term debt


360,896



264



9,362







370,522Notes payable










37,287







37,287Total current liabilities


430,267



589,534



597,914



(314,067
)


1,303,648Intercompany payables (receivables)


1,618,588



(299,097
)


(1,319,491
)






Long-term debt


1,167,057



3,293



686,914







1,857,264Deferred income tax liabilities


217,573



7,926



31,538







257,037Other long-term liabilities


273,060



39,180



210,768







523,008Equity attributable to Dole Food Company, Inc.


485,780



2,460,134



1,928,728



(4,388,862
)


485,780Equity attributable to noncontrolling interests










26,950







26,950Total shareholders equity


485,780



2,460,134



1,955,678



(4,388,862
)


512,730Total liabilities and shareholders equity

$
4,192,325


$
2,800,970


$
2,163,321


$
(4,702,929
)

$
4,453,687  34




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,811


$



$
85,460


$
(11,442
)

$
90,829Receivables, net of allowances


410,286



133,198



577,890



(314,139
)


807,235Inventories


7,971



299,048



489,388







796,407Prepaid expenses


9,374



14,489



45,484







69,347Deferred income tax assets


18,891



25,566







(23,184
)


21,273Assets
    held-for-sale


72,526



55,366



74,984







202,876Total current assets


535,859



527,667



1,273,206



(348,765
)


1,987,967Investments


2,172,994



1,786,868



72,708



(3,959,485
)


73,085Property, plant and equipment, net


173,850



262,269



614,212







1,050,331Goodwill






131,818



274,722







406,540Intangible assets, net


689,615



18,426



417







708,458Other assets, net


38,084



7,542



92,612







138,238Total assets

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

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

$
5,411


$
438,991


$
415,136


$
(348,765
)

$
510,773Liabilities
    held-for-sale






3,688



46,777







50,465Accrued liabilities


67,206



173,920



249,019







490,145Current portion of long-term debt


346,684



288



9,776







356,748Notes payable










48,789







48,789Total current liabilities


419,301



616,887



769,497



(348,765
)


1,456,920Intercompany payables (receivables)


1,225,590



(133,650
)


(1,091,940
)






Long-term debt


1,080,296



3,506



714,754







1,798,556Deferred income tax liabilities


207,073



7,926



39,206







254,205Other long-term liabilities


275,242



37,853



108,684







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


402,900



2,202,068



1,757,417



(3,959,485
)


402,900Equity attributable to noncontrolling interests










30,259







30,259Total shareholders equity


402,900



2,202,068



1,787,676



(3,959,485
)


433,159Total liabilities and shareholders equity

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

$
4,364,619  35




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
239,156


$
(45,759
)

$
79,667


$
9,836


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






46,544



47,860







94,404Capital additions


(2,027
)


(10,150
)


(24,034
)






(36,211
)Restricted deposits


(302,453
)






(40,360
)






(342,813
)Other


(45
)














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


(304,525
)


36,394



(16,534
)






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


285



9,397



(18,495
)






(8,813
)Long-term debt borrowings, net of debt issuance costs


1,181,649







(4,946
)






1,176,703Long-term debt repayments


(1,102,632
)


(32
)


(34,950
)






(1,137,614
)Dividends paid to parent


(15,000
)














(15,000
)Dividends paid to noncontrolling interests










(5,541
)






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


64,302



9,365



(63,932
)






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










3,234







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


(1,067
)






2,435



9,836



11,204Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
15,744


$



$
87,895


$
(1,606
)

$
102,033  36




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Three Quarters Ended October 4, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(16,270
)

$
(47,737
)

$
36,704


$



$
(27,303
)INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed


42,332



78,103



33,376







153,811Capital additions


(420
)


(16,608
)


(41,899
)






(58,927
)Other


(245
)














(245
)Cash flow provided by (used in) investing activities


41,667



61,495



(8,523
)






94,639FINANCING ACTIVITIESShort-term debt repayments, net of borrowings






(13,719
)


(26,534
)


5,967



(34,286
)Long-term debt borrowings, net of debt issuance costs


1,061,000







49







1,061,049Long-term debt repayments


(1,091,789
)


(39
)


(11,319
)






(1,103,147
)Dividends paid to noncontrolling interests










(13,314
)






(13,314
)Cash flow used in financing activities


(30,789
)


(13,758
)


(51,118
)


5,967



(89,698
)Effect of foreign currency exchange rate changes on cash










(3,943
)






(3,943
)Increase (decrease) in cash and cash equivalents


(5,392
)






(26,880
)


5,967



(26,305
)Cash and cash equivalents at beginning of period


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
11,032


$



$
68,921


$
(9,197
)

$
70,756  37




---



##### Table of Contents



Item 2. MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  Form 10-Q Form 10-K
  Overview
    
    Dole successfully completed a $446 million initial public
    offering of 35.7 million common shares on October 22,
    2009. Doles common stock began trading on the New York
    Stock Exchange under the ticker symbol DOLE on
    October 23, 2009. Dole received net proceeds of
    $415 million, reflecting $31 million of underwriting
    discount and offering expenses and has used and plans to use the
    net proceeds to pay down indebtedness.
    Dole completed the sale and issuance of $315 million
    8% Senior Secured Notes due October 2016 at a discount of
    $6 million. On October 26, 2009, the net proceeds from
    the offering, together with cash on hand and borrowings under
    Doles revolving credit facility were used to redeem all
    $363 million outstanding of Doles 7.25% Senior
    Notes due June 2010.
    Dole reduced its total net debt outstanding by $43 million
    during the third quarter of 2009. Total net debt is defined as
    total debt less cash and cash equivalents and current restricted
    deposits. Over the last six quarters, Dole reduced its total net
    debt outstanding by $523 million, or 22%, as a result of
    monetizing non-core assets, cost cutting initiatives and
    improved earnings. Net debt at the end of the third quarter of
    2009 was $1.86 billion and there were no borrowings
    outstanding under the asset based revolving credit facility
    (ABL revolver).
    Cash flows provided by operating activities for the three
    quarters ended October 10, 2009 were $282.9 million
    compared to cash flows used in operating activities of
    $27.3 million for the same period in 2008. Cash flows
    provided by operating activities improved primarily due to
    better working capital management and higher operating income.
    Net revenues for the third quarter of 2009 were
    $1.9 billion compared to $2.3 billion in the third
    quarter of 2008. Net revenues for the first three quarters of
    2009 were $5.2 billion compared to $6 billion for the
    first three quarters of 2008. The decrease was primarily due to
    the fourth quarter 2008 sale of our JP Fresh and Dole France
    ripening and distribution subsidiaries (divested
    businesses). In addition, lower sales in our remaining
    European ripening and distribution business, fresh vegetables
    and packaged food segments and unfavorable foreign currency
    exchange movements in selling locations also impacted revenues.
    Operating income in the third quarter of 2009 was
    $44.2 million compared to $34.6 million in the third
    quarter of 2008, an increase of 28%. Third quarter 2009
    operating income included a net $3.9 million benefit due to
    gains on asset sales and unrealized hedging losses, compared
    with a net $12.7 million benefit due to asset sales and
    unrealized hedging gains for the same period in 2008. Operating
    income during the first three quarters of 2009 totaled
    $275.6 million, an increase of 32% over the first three
    quarters of 2008.
    Adjusted EBITDA in the third quarter of 2009 was
    $84.5 million compared to $71.4 million in the third
    quarter of 2008, an increase of 18%. Adjusted EBITDA for the
    first three quarters of 2009 was $349 million compared to
    $309 million for the same period in 2008, an increase of
    13%. 38




---



##### Table of Contents




    During the third quarter of 2009, Dole sold a box manufacturing
    plant in Latin America. Subsequent to the close of the third
    quarter, three additional box plants were sold. Total proceeds
    from these asset sales, which will be used to pay down debt, are
    expected to be approximately $100 million.
    There were also favorable developments in legal proceedings:  
    On October 30, 2009, the Los Angeles Superior Court
    dismissed the remaining seven DBCP lawsuits brought on behalf of
    plaintiffs from the Ivory Coast, where Dole did not operate when
    DBCP was in use. This now ends all eight of the lawsuits
    originally brought against Dole (and other
    defendants)  the United States District Court for the
    Central District of California had previously dismissed the
    first of these lawsuits.
    On October 20, 2009, the United States District Court for
    the Southern District of Florida issued an order denying
    recognition and enforcement of the $98.5 million Nicaragua
    judgment against Dole and another U.S. company, citing
    separate and independent grounds for non-recognition: the
    Nicaragua trial court did not have jurisdiction over the
    defendant companies; the judgment did not arise out of
    proceedings that comported with the international concept of due
    process; the judgment was rendered under a system which does not
    provide impartial tribunals or procedures compatible with the
    requirements of due process of law; and the cause of action or
    claim for relief on which the judgment is based is repugnant to
    the public policy of Florida. Final judgment in favor of Dole
    (and the other defendant companies) was entered
    November 10, 2009.  Non-GAAP Financial
    Measures
    Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands)Income (loss) from continuing operations

$
(53,436
)

$
(2,342
)

$
69,708


$
149,296Interest expense


69,955



52,616



157,743



137,358Income taxes


(1,307
)


75



15,704



(60,125
)EBIT


15,212



50,349



243,155



226,529Depreciation and amortization from continuing operations


37,564



42,203



92,386



106,644Net unrealized (gain) loss on derivative instruments


40,401



(3,395
)


33,271



2,732Foreign currency exchange (gain) loss on vessel obligations


(1,032
)


(7,245
)


5,951



(9,320
)Net unrealized (gain) loss on foreign denominated instruments


8,716



(8,024
)


7,355



(3,469
)Gain on asset sales


(16,359
)


(2,491
)


(33,152
)


(14,134
)Adjusted EBITDA

$
84,502


$
71,397


$
348,966


$
308,982    39




---



##### Table of Contents



Form 10-Q
  Results
    of Operations
    Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands)Revenues, net

$
1,938,173


$
2,256,334


$
5,249,485


$
5,979,622Operating income


44,182



34,553



275,612



209,577Other income (expense), net


(34,582
)


10,941



(45,676
)


5,883Interest expense


(69,955
)


(52,616
)


(157,743
)


(137,358
)Income taxes


1,307



(75
)


(15,704
)


60,125Income (loss) from discontinued operations, net of income taxes


445



(21,760
)


832



(20,263
)Gain on disposal of discontinued operations, net of income taxes






3,315



1,308



3,315Net income (loss) attributable to Dole Food Company, Inc.


(53,821
)


(21,318
)


69,144



130,491   Revenues
   40




---



##### Table of Contents



Operating
    Income
      Other
    Income (Expense), Net
   41




---



##### Table of Contents



Interest
    Expense
    Income
    Taxes
        years 1995-2001.
  Segment
    Results of Operations
     42




---



##### Table of Contents



Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


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

$
1,329,147


$
1,601,547


$
3,672,562


$
4,296,997Fresh vegetables


298,849



327,938



790,378



838,610Packaged foods


309,784



326,529



785,526



843,152Corporate


393



320



1,019



863$
1,938,173


$
2,256,334


$
5,249,485


$
5,979,622   Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands)EBIT:Fresh fruit

$
44,928


$
59,261


$
240,216


$
243,415Fresh vegetables


(3,504
)


(6,373
)


9,460



(8,313
)Packaged foods


29,172



9,843



75,060



40,842Total operating segments


70,596



62,731



324,736



275,944Corporate:Unrealized loss on cross currency swap


(27,984
)


(6,764
)


(34,687
)


(20,117
)Unrealized gain (loss) on foreign denominated instruments


(8,725
)


8,375



(7,144
)


3,305Operating and other expenses


(18,675
)


(13,993
)


(39,750
)


(32,603
)Corporate


(55,384
)


(12,382
)


(81,581
)


(49,415
)Interest expense


(69,955
)


(52,616
)


(157,743
)


(137,358
)Income taxes


1,307



(75
)


(15,704
)


60,125Income (loss) from continuing operations

$
(53,436
)

$
(2,342
)

$
69,708


$
149,296   Fresh
    Fruit
   43




---



##### Table of Contents



Quarter Ended


Three Quarters EndedOctober 10,


October 4,


October 10,


October 4,2009


2008


2009


2008(In thousands)Fresh fruit products

$
40,745


$
41,834


$
223,202


$
203,196Unrealized gain (loss) on foreign currency and fuel hedges


(12,917
)


8,027



418



16,316Foreign currency exchange gain (loss) on vessel obligations


1,032



7,245



(5,951
)


9,320Net unrealized gain (loss) on foreign denominated instruments


(291
)


805



(512
)


1,590Gain on asset sales


16,359



1,350



23,059



12,993Total Fresh fruit EBIT

$
44,928


$
59,261


$
240,216


$
243,415     Fresh
    Vegetables
     44




---



##### Table of Contents



Packaged
    Foods
      Corporate
    Discontinued
    Operations
   45




---



##### Table of Contents



Quarter Ended


Quarter EndedOctober 10, 2009


October 4, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
564


$
23,804


$
399


$
24,203Income (loss) before income taxes

$
498


$
(24,892
)

$
(478
)

$
(25,370
)Income taxes


(53
)


3,855



(245
)


3,610Income (loss) from discontinued operations, net of income taxes

$
445


$
(21,037
)

$
(723
)

$
(21,760
)Gain on disposal of discontinued operations, net of income taxes

$



$



$
3,315


$
3,315   ThreeQuarters Ended


Three Quarters EndedOctober 10, 2009


October 4, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
3,745


$
86,683


$
5,419


$
92,102Income (loss) before income taxes

$
972


$
(33,929
)

$
(729
)

$
(34,658
)Income taxes


(140
)


14,546



(151
)


14,395Income (loss) from discontinued operations, net of income taxes

$
832


$
(19,383
)

$
(880
)

$
(20,263
)Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$
3,315


$
3,315   Fresh-Cut
    Flowers
    Liquidity
    and Capital Resources
     46




---



##### Table of Contents



Initial
    Public Offering
       47




---



##### Table of Contents



Refinancing
    Transactions
           48




---



##### Table of Contents



Other
    Matters
  Recently Issued and Adopted Accounting
    Pronouncements:
  European Union (EU) Banana Import
    Regime:
          Derivative Instruments and Hedging
    Activities:
   49




---



##### Table of Contents



Quarter Ended October 10, 2009


Quarter Ended October 4, 2008Foreign


Bunker


Cross





Foreign


Bunker


CrossCurrency


Fuel


Currency





Currency


Fuel


CurrencyHedges


Hedges


Swap


Total


Hedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(10,990
)

$
(1,927
)

$



$
(12,917
)

$
12,304


$
(4,277
)

$



$
8,027Packaged foods


500











500



2,132











2,132Corporate










(27,984
)


(27,984
)










(6,764
)


(6,764
)$
(10,490
)

$
(1,927
)

$
(27,984
)

$
(40,401
)

$
14,436


$
(4,277
)

$
(6,764
)

$
3,395   Three Quarters Ended October 10, 2009


Three Quarters Ended October 4, 2008Foreign


Bunker


Cross





Foreign


Bunker


CrossCurrency


Fuel


Currency





Currency


Fuel


CurrencyHedges


Hedges


Swap


Total


Hedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(3,997
)

$
4,415


$



$
418


$
16,542


$
(226
)

$



$
16,316Packaged foods


998











998



1,069











1,069Corporate










(34,687
)


(34,687
)










(20,117
)


(20,117
)$
(2,999
)

$
4,415


$
(34,687
)

$
(33,271
)

$
17,611


$
(226
)

$
(20,117
)

$
(2,732
)    Item 3. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
 Item 4. CONTROLS
    AND PROCEDURES  Rule 13a-15(e) Rule 15d-15(e)
 50




---



##### Table of Contents



PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 6.
    Exhibits  ExhibitNumber10
.15*

Form of Incentive Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan10
.17*

Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan31
.1*

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

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

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

Certification by the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act99
.1*

Dole Food Company, Inc. Prospectus filed pursuant to
    Rule 424(b)(4) (Registration No. 333-161345), filed
    with the SEC on October 26, 2009, pages 14-25 (Risk
    Factors)     *
    
    Filed herewith
    
    Furnished herewith 51




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##### Table of Contents



SIGNATURES    
  By:
    /s/  Joseph
    S. Tesoriero   Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh  Yoon J. Hugh
 Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
   52




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber10
.15*

Form of Incentive Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan10
.17*

Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan31
.1*

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

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

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

Certification by the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.99
.1*

Dole Food Company, Inc. Prospectus filed pursuant to
    Rule 424(b)(4) (Registration
    No. 333-161345),
    filed with the SEC on October 26, 2009, pages
    14-25 (Risk
    Factors)     *
    
    Filed herewith
    
    Furnished herewith 53