##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended October 6, 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 November 16, 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 and Three Quarters Ended
    October 6, 2007 and October 7, 2006


3Condensed Consolidated Balance Sheets 
    October 6, 2007 and December 30, 2006


4Condensed Consolidated Statements of Cash
    Flows  Three Quarters Ended October 6, 2007 and
    October 7, 2006


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.

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


29Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


37Item 4.

Controls and Procedures


38PART II

Other InformationItem 1.

Legal Proceedings


38Item 6.

Exhibits


38Signatures


39Exhibit Index


40Certification 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
    Quarter Ended


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,2007


2006


2007


2006Revenues, net

$
2,016,935


$
1,773,977


$
5,339,768


$
4,743,775Cost of products sold


(1,858,090
)


(1,663,174
)


(4,856,084
)


(4,322,708
)Gross margin


158,845



110,803



483,684



421,067Selling, marketing and general and administrative expenses


(144,661
)


(133,270
)


(368,276
)


(348,342
)Operating income (loss)


14,184



(22,467
)


115,408



72,725Other income (expense), net


(10,575
)


19,661



4,762



14,546Interest income


2,459



1,947



6,178



5,126Interest expense


(61,529
)


(56,619
)


(150,453
)


(130,899
)Loss before income taxes, minority interests and equity earnings


(55,461
)


(57,478
)


(24,105
)


(38,502
)Income taxes


(5,300
)


3,044



1,296



(5,636
)Minority interests, net of income taxes


(2,115
)


(2,947
)


(2,806
)


(3,665
)Equity in earnings of unconsolidated subsidiaries


(451
)


1,022



1,128



3,867Loss from continuing operations


(63,327
)


(56,359
)


(24,487
)


(43,936
)Income from discontinued operations, net of income taxes






256







504Net loss

$
(63,327
)

$
(56,103
)

$
(24,487
)

$
(43,432
)   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
    October 6,


December 30,2007


2006ASSETSCash and cash equivalents

$
83,647


$
92,414Receivables, net of allowances of $68,835 and $62,632,
    respectively


842,833



745,730Inventories


717,800



661,552Prepaid expenses


66,132



65,388Deferred income tax assets


66,606



66,606Assets held-for-sale


53,141



31,588Total current assets


1,830,159



1,663,278Investments


67,173



62,736Property, plant and equipment, net of accumulated depreciation
    of $964,765 and $840,891, respectively


1,360,559



1,461,961Goodwill


515,856



545,740Intangible assets, net


723,230



726,689Other assets, net


156,850



151,952Total assets

$
4,653,827


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

$
500,894


$
454,685Accrued liabilities


489,933



472,288Current portion of long-term debt


14,610



14,455Notes payable


51,959



34,129Total current liabilities


1,057,396



975,557Long-term debt


2,320,213



2,315,597Deferred income tax liabilities


284,700



346,595Other long-term liabilities


604,399



608,191Minority interests


23,936



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


(51,864
)


(53,812
)Accumulated other comprehensive income (loss)


1,390



(14,137
)Total shareholders equity


363,183



341,083Total liabilities and shareholders equity

$
4,653,827


$
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)
  Three Quarters EndedOctober 6,


October 7,2007


2006Operating activitiesNet loss

$
(24,487
)

$
(43,432
)Adjustments to reconcile net income to cash flow provided by
    (used in) operating activities:Depreciation and amortization


119,302



113,441Unrealized foreign currency exchange (gains) losses


4,767



(13,328
)Asset write-offs, impairments and net (gain) loss on sale of
    assets, net


6,524



26,565Minority interests and equity earnings, net


1,678



(202
)Provision for deferred income taxes


(40,410
)


(30,647
)Pension and other postretirement benefit plan expense


13,427



11,308Write-off of debt issuance costs






8,133Amortization of debt issuance costs


3,158



3,463Other


691



1,925Changes in operating assets and liabilities:Receivables


(48,618
)


(59,270
)Inventories


(60,083
)


(22,312
)Prepaid expenses and other assets


(9,085
)


(5,090
)Accounts payable


60,912



(27,043
)Accrued liabilities


(3,024
)


44,062Other long-term liabilities


12,068



6,434Cash flow provided by operating activities


36,820



14,007Investing activitiesProceeds from sales of assets


35,878



9,399Capital additions


(76,339
)


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


(1,352
)


(200
)Cash flow used in investing activities


(41,813
)


(75,785
)Financing activitiesShort-term debt borrowings


82,726



51,908Short-term debt repayments


(81,253
)


(52,726
)Long-term debt borrowings, net of debt issuance costs


898,330



1,935,379Long-term debt repayments


(897,277
)


(1,697,162
)Capital contribution from parent






28,390Distribution to parent






(31,000
)Dividends paid to minority shareholders


(9,696
)


(1,665
)Dividends paid to parent






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


(7,170
)


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


3,396



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


(8,767
)


7,581Cash and cash equivalents at beginning of period


92,414



48,812Cash and cash equivalents at end of period

$
83,647


$
56,393   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  Form 10-K (Form 10-K)
      NOTE 2 
    RECENT
    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
)     Fair Value Measurements
 6




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Accounting for Uncertainty in Income Taxes-an Interpretation
    of FASB Statement No. 109
  NOTE 3 
    BUSINESS
    DISPOSITION  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  NOTE 4 
    INCOME
    TAXES    Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
     7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  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       non-U.S. income
  Internal Revenue Service Audit: 2002-2005
   8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 5 
    INVENTORIES    October 6,


December 30,2007


2006(In thousands)Finished products

$
376,707


$
322,122Raw materials and work in progress


148,911



132,047Crop-growing costs


123,679



151,533Operating supplies and other


68,503



55,850$
717,800


$
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
)FIN 48 current year adjustment


234



61



12











307Balance as of October 6, 2007

$
363,894


$
87,935


$
64,027


$



$



$
515,856       October 6,


December 30,2007


2006(In thousands)Amortized intangible assets:Customer relationships

$
49,129


$
48,298Other amortized intangible assets


6,001



6,696Total amortized intangible assets


55,130



54,994Accumulated amortization  customer relationships


(16,474
)


(13,056
)Other accumulated amortization


(5,041
)


(4,864
)Total accumulated amortization  intangible assets


(21,515
)


(17,920
)Intangible assets, net


33,615



37,074Unamortized intangible asset:Trademark


689,615



689,615Total intangible assets, net

$
723,230


$
726,689  9




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##### Table of Contents



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

Amount(In thousands)2007

$
1,0242008

$
4,4372009

$
4,4372010

$
4,4372011

$
4,437   Goodwill and
    Other Intangible Assets
   10




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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    October 6,


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 facility


177,800



167,600Term loan facilities


960,375



967,688Contracts and notes due, at a weighted-average interest rate of
    8.1% (7.5% in 2006) through 2014


3,558



2,291Capital lease obligations


88,769



88,380Unamortized debt discount


(679
)


(907
)Notes payable


51,959



34,1292,386,782



2,364,181Current maturities


(66,569
)


(48,584
)$
2,320,213


$
2,315,597          11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 8 
    SHAREHOLDERS
    EQUITY  Comprehensive
    Loss
    Quarter EndedOctober 6,


October 7,2007


2006(In thousands)Net loss

$
(63,327
)

$
(56,103
)Unrealized foreign currency exchange translation gain (loss)


15,134



(2,467
)Reclassification of realized cash flow hedging (gains) losses to
    net loss


(4,092
)


410Unrealized net loss on cash flow hedging instruments


(6,950
)


(3,994
)Comprehensive loss

$
(59,235
)

$
(62,154
)   Three Quarters EndedOctober 6,


October 7,2007


2006(In thousands)Net loss

$
(24,487
)

$
(43,432
)Unrealized foreign currency exchange translation gain


15,955



9,797Reclassification of realized cash flow hedging gains to net loss


(7,377
)


(6,168
)Unrealized net gain (loss) on cash flow hedging instruments


6,949



(3,645
)Comprehensive loss

$
(8,960
)

$
(43,448
)   Derivative
    Instruments and Hedging Activities
  Accounting for Derivative
    Instruments and Hedging Activities, as amended
   12




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##### Table of Contents



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


Foreign Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedOctober 6,


October 7,


October 6,


October 7,


October 6,


October 7,2007


2006


2007


2006


2007


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

$
46


$
544


$
1,987


$
1,209


$
95


$
87Interest cost


5,274



5,224



2,726



2,015



1,195



1,204Expected return on plan assets


(5,453
)


(5,545
)


(767
)


(115
)






Amortization of:Unrecognized net loss (gain)


380



193



162



81



29



(35
)Unrecognized prior service cost (benefit)










24



21



(281
)


(281
)Unrecognized net transition obligation










17



18







$
247


$
416


$
4,149


$
3,229


$
1,038


$
975  13




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##### Table of Contents



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


Foreign Pension Plans


OPRB PlansThree Quarters Ended


Three Quarters Ended


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,


October 6


October 7,2007


2006


2007


2006


2007


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

$
114


$
1,360


$
4,894


$
2,940


$
237


$
217Interest cost


13,184



13,060



6,707



4,904



2,987



3,004Expected return on plan assets


(13,631
)


(13,863
)


(1,887
)


(283
)






Amortization of:Unrecognized net loss (gain)


950



483



402



184



73



(87
)Unrecognized prior service cost (benefit)










58



48



(703
)


(703
)Unrecognized net transition obligation










42



44







$
617


$
1,040


$
10,216


$
7,837


$
2,594


$
2,431   NOTE 10 
    SEGMENT
    INFORMATION       14




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##### Table of Contents



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


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,2007


2006


2007


2006(In thousands)Revenues from external customers:Fresh fruit

$
1,369,920


$
1,126,391


$
3,647,875


$
3,027,324Fresh vegetables


320,315



325,040



829,675



872,646Packaged foods


302,410



287,973



772,512



705,643Fresh-cut flowers


23,919



34,212



88,804



137,245Corporate


371



361



902



917$
2,016,935


$
1,773,977


$
5,339,768


$
4,743,775   Quarter Ended


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,2007


2006


2007


2006(In thousands)EBIT:Fresh fruit

$
25,329


$
17,916


$
145,809


$
90,699Fresh vegetables


(1,409
)


(911
)


(13,783
)


15,440Packaged foods


18,622



20,301



51,207



57,184Fresh-cut flowers


(9,115
)


(42,594
)


(15,236
)


(48,072
)Total operating segments


33,427



(5,288
)


167,997



115,251Corporate


(29,925
)


2,504



(43,327
)


(22,652
)Interest expense


(61,529
)


(56,619
)


(150,453
)


(130,899
)Income taxes


(5,300
)


3,044



1,296



(5,636
)Loss from continuing operations

$
(63,327
)

$
(56,359
)

$
(24,487
)

$
(43,936
)       October 6,


December 30,2007


2006(In thousands)Fresh fruit

$
2,508,994


$
2,451,518Fresh vegetables


454,770



479,217Packaged foods


677,416



653,077Fresh-cut flowers


112,188



115,477Total operating segments


3,753,368



3,699,289Corporate


900,459



913,067$
4,653,827


$
4,612,356  15




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 11 
    CONTINGENCIES               16




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak: ®
     19




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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      October 6,


December 30,2007


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

$
10,815


$
28,337Fresh vegetables


3,251



3,251Fresh-cut flowers


39,075



Total assets held-for-sale

$
53,141


$
31,588      20




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      NOTE 13 
    BUSINESS
    RESTRUCTURING     21




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 14 
    GUARANTOR
    FINANCIAL INFORMATION       22




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended October 6, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
21,313


$
852,725


$
1,509,914


$
(367,017
)

$
2,016,935Cost of products sold


(23,687
)


(772,992
)


(1,420,147
)


358,736



(1,858,090
)Gross margin


(2,374
)


79,733



89,767



(8,281
)


158,845Selling, marketing and general and administrative expenses


(20,787
)


(57,635
)


(74,520
)


8,281



(144,661
)Operating income (loss)


(23,161
)


22,098



15,247







14,184Equity in subsidiary income


(30,755
)


(20,107
)






50,862



Other income (expense), net










(10,575
)






(10,575
)Interest income


93



112



2,254







2,459Interest expense


(40,173
)


(20
)


(21,336
)






(61,529
)Income (loss) before income taxes, minority interests and equity
    earnings


(93,996
)


2,083



(14,410
)


50,862



(55,461
)Income taxes


30,668



(34,071
)


(1,897
)






(5,300
)Minority interests, net of income taxes










(2,115
)






(2,115
)Equity in earnings of unconsolidated subsidiaries


1



(39
)


(413
)






(451
)Net loss

$
(63,327
)

$
(32,027
)

$
(18,835
)

$
50,862


$
(63,327
)   For the
    Quarter Ended October 7, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
22,914


$
851,578


$
1,273,522


$
(374,037
)

$
1,773,977Cost of products sold


(20,806
)


(766,887
)


(1,240,510
)


365,029



(1,663,174
)Gross margin


2,108



84,691



33,012



(9,008
)


110,803Selling, marketing and general and administrative expenses


(19,508
)


(57,921
)


(64,849
)


9,008



(133,270
)Operating income (loss)


(17,400
)


26,770



(31,837
)






(22,467
)Equity in subsidiary income


(70,410
)


(37,297
)






107,707



Other income (expense), net










19,661







19,661Interest income


77



102



1,768







1,947Interest expense


(36,417
)






(20,202
)






(56,619
)Loss before income taxes, minority interests and equity earnings


(124,150
)


(10,425
)


(30,610
)


107,707



(57,478
)Income taxes


68,062



(58,007
)


(7,011
)






3,044Minority interests, net of income taxes


(48
)


(2,629
)


(270
)






(2,947
)Equity in earnings of unconsolidated subsidiaries


33



27



962







1,022Loss from continuing operations


(56,103
)


(71,034
)


(36,929
)


107,707



(56,359
)Income from discontinued operations, net of income taxes






256











256Net loss

$
(56,103
)

$
(70,778
)

$
(36,929
)

$
107,707


$
(56,103
)  23




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OPERATIONS
    For the Three Quarters Ended October 6, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
59,759


$
2,271,213


$
3,951,322


$
(942,526
)

$
5,339,768Cost of products sold


(56,475
)


(2,070,307
)


(3,652,026
)


922,724



(4,856,084
)Gross margin


3,284



200,906



299,296



(19,802
)


483,684Selling, marketing and general and administrative expenses


(54,059
)


(147,617
)


(186,402
)


19,802



(368,276
)Operating income (loss)


(50,775
)


53,289



112,894







115,408Equity in subsidiary income


82,426



55,761







(138,187
)


Other income (expense), net










4,762







4,762Interest income


235



208



5,735







6,178Interest expense


(96,667
)


(27
)


(53,759
)






(150,453
)Income (loss) before income taxes, minority interests and equity
    earnings


(64,781
)


109,231



69,632



(138,187
)


(24,105
)Income taxes


40,284



(29,040
)


(9,948
)






1,296Minority interests, net of income taxes










(2,806
)






(2,806
)Equity in earnings of unconsolidated subsidiaries


10



238



880







1,128Net income (loss)

$
(24,487
)

$
80,429


$
57,758


$
(138,187
)

$
(24,487
)   For the
    Three Quarters Ended October 7, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
49,648


$
2,297,322


$
3,383,524


$
(986,719
)

$
4,743,775Cost of products sold


(43,825
)


(2,061,361
)


(3,186,409
)


968,887



(4,322,708
)Gross margin


5,823



235,961



197,115



(17,832
)


421,067Selling, marketing and general and administrative expenses


(46,748
)


(150,016
)


(169,410
)


17,832



(348,342
)Operating income (loss)


(40,925
)


85,945



27,705







72,725Equity in subsidiary income


(15,804
)


(12,009
)






27,813



Other income (expense), net


(3,206
)






17,752







14,546Interest income


821



297



4,008







5,126Interest expense


(87,093
)


(5
)


(43,801
)






(130,899
)Income (loss) before income taxes, minority interests and equity
    earnings


(146,207
)


74,228



5,664



27,813



(38,502
)Income taxes


102,862



(89,341
)


(19,157
)






(5,636
)Minority interests, net of income taxes


(120
)


(2,741
)


(804
)






(3,665
)Equity in earnings of unconsolidated subsidiaries


33



430



3,404







3,867Loss from continuing operations


(43,432
)


(17,424
)


(10,893
)


27,813



(43,936
)Income from discontinued operations, net of income tax






504











504Net loss

$
(43,432
)

$
(16,920
)

$
(10,893
)

$
27,813


$
(43,432
)  24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of October 6, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
9,335


$
(9,250
)

$
83,562


$



$
83,647Receivables, net of allowances


300,785



(69,880
)


611,928







842,833Inventories


7,792



290,154



419,854







717,800Prepaid expenses


4,497



15,934



45,701







66,132Deferred income tax assets


29,596



24,754



12,256







66,606Assets held-for-sale


717



36,371



16,053







53,141Total current assets


352,722



288,083



1,189,354







1,830,159Investments


2,145,771



1,787,353



65,599



(3,931,550
)


67,173Property, plant and equipment, net


286,393



318,073



756,093







1,360,559Goodwill






152,788



363,068







515,856Intangible assets, net


689,828



22,977



10,425







723,230Other assets, net


42,783



9,402



104,665







156,850Total assets

$
3,517,497


$
2,578,676


$
2,489,204


$
(3,931,550
)

$
4,653,827LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
4,955


$
138,258


$
357,681


$



$
500,894Accrued liabilities


72,959



188,999



227,975







489,933Current portion of long-term debt


1,950



99



12,561







14,610Notes payable










51,959







51,959Total current liabilities


79,864



327,356



650,176







1,057,396Intercompany payables (receivables)


901,524



21,069



(922,593
)






Long-term debt


1,501,797



2,292



816,124







2,320,213Deferred income tax liabilities


228,257



30,760



25,683







284,700Other long-term liabilities


442,872



44,210



117,317







604,399Minority interests










23,936







23,936Total shareholders equity


363,183



2,152,989



1,778,561



(3,931,550
)


363,183Total liabilities and shareholders equity

$
3,517,497


$
2,578,676


$
2,489,204


$
(3,931,550
)

$
4,653,827  25




---



##### 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 FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)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 EQUITYAccounts 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  26




---



##### 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 6, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Operating activitiesIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(22,818
)


35,310



24,328







36,820Cash flow provided by (used in) operating activities


(5,275
)


52,853



24,328



(35,086
)


36,820Investing activitiesProceeds from sales of assets


556



27



35,295







35,878Capital additions


(428
)


(35,550
)


(40,361
)






(76,339
)Repurchase of common stock in the going-private merger
    transaction


(1,352
)














(1,352
)Cash flow used in investing activities


(1,224
)


(35,523
)


(5,066
)






(41,813
)Financing activitiesShort-term debt borrowings










82,726







82,726Short-term debt repayments






(11,014
)


(70,239
)






(81,253
)Long-term debt borrowings


896,000



2,015



315







898,330Long-term debt repayments


(887,488
)


(32
)


(9,757
)






(897,277
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Dividends paid to minority shareholders










(9,696
)






(9,696
)Cash flow provided by (used in) financing activities


8,512



(26,574
)


(24,194
)


35,086



(7,170
)Effect of foreign exchange rate changes on cash and cash
    equivalents










3,396







3,396Increase (decrease) in cash and cash equivalents


2,013



(9,244
)


(1,536
)






(8,767
)Cash and cash equivalents at beginning of period


7,322



(6
)


85,098







92,414Cash and cash equivalents at end of period

$
9,335


$
(9,250
)

$
83,562


$



$
83,647  27




---



##### Table of Contents



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


Guarantors


Non Guarantors


Eliminations


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

$
(46,575
)

$
39,948


$
20,634


$



$
14,007Investing activitiesProceeds from sales of assets


175



143



9,081







9,399Capital additions


(886
)


(45,176
)


(38,922
)






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


(200
)














(200
)Cash flow used in investing activities


(911
)


(45,033
)


(29,841
)






(75,785
)Financing activitiesShort-term debt borrowings






765



51,143







51,908Short-term debt repayments






(1,518
)


(51,208
)






(52,726
)Long-term debt borrowings, net of debt issuance costs


945,071



1,334



988,974







1,935,379Long-term debt repayments


(729,214
)


(888
)


(967,060
)






(1,697,162
)Capital contribution from parent


28,390















28,390Distribution to parent


(31,000
)














(31,000
)Dividends paid to minority shareholders






(438
)


(1,227
)






(1,665
)Dividends paid to parent


(163,691
)














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


49,556



(745
)


20,622







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










(74
)






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


2,070



(5,830
)


11,341







7,581Cash and cash equivalents at beginning of period


12,698



(5,453
)


41,567







48,812Cash and cash equivalents at end of period

$
14,768


$
(11,283
)

$
52,908


$



$
56,393  28




---



##### Table of Contents



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


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,2007


2006


2007


2006(In thousands)Revenues, net

$
2,016,935


$
1,773,977


$
5,339,768


$
4,743,775Operating income (loss)


14,184



(22,467
)


115,408



72,725Interest income and other income (expense), net


(8,116
)


21,608



10,940



19,672Interest expense


(61,529
)


(56,619
)


(150,453
)


(130,899
)Income taxes


(5,300
)


3,044



1,296



(5,636
)Minority interests, net of income taxes and equity in earnings
    of unconsolidated subsidiaries


(2,566
)


(1,925
)


(1,678
)


202Income from discontinued operations, net of income taxes






256







504Net loss


(63,327
)


(56,103
)


(24,487
)


(43,432
)  29




---



##### Table of Contents



Revenues
  ®
    Operating
    Income
      Interest
    Income and Other Income (Expense), Net
   30




---



##### Table of Contents



Interest
    Expense
      Income
    Taxes
    Interim Financial Reporting Accounting for Income Taxes in Interim Periods
      Segment
    Results of Operations
     31




---



##### Table of Contents



Quarter Ended


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,2007


2006


2007


2006(In thousands)Revenues from external customers:Fresh fruit

$
1,369,920


$
1,126,391


$
3,647,875


$
3,027,324Fresh vegetables


320,315



325,040



829,675



872,646Packaged foods


302,410



287,973



772,512



705,643Fresh-cut flowers


23,919



34,212



88,804



137,245Corporate


371



361



902



917$
2,016,935


$
1,773,977


$
5,339,768


$
4,743,775   Quarter Ended


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,2007


2006


2007


2006(In thousands)EBIT:Fresh fruit

$
25,329


$
17,916


$
145,809


$
90,699Fresh vegetables


(1,409
)


(911
)


(13,783
)


15,440Packaged foods


18,622



20,301



51,207



57,184Fresh-cut flowers


(9,115
)


(42,594
)


(15,236
)


(48,072
)Total operating segments


33,427



(5,288
)


167,997



115,251Corporate


(29,925
)


2,504



(43,327
)


(22,652
)Interest expense


(61,529
)


(56,619
)


(150,453
)


(130,899
)Income taxes


(5,300
)


3,044



1,296



(5,636
)Net loss from continuing operations

$
(63,327
)

$
(56,359
)

$
(24,487
)

$
(43,936
)   Fresh
    Fruit
   32




---



##### Table of Contents



Fresh
    Vegetables
      Packaged
    Foods
     33




---



##### Table of Contents



Fresh-Cut
    Flowers
  Form 10-K
    Corporate
    Liquidity
    and Capital Resources
       34




---



##### Table of Contents



Form 10-K
  Other
    Matters
  European Union Banana Import Regime:
        Income Tax Audits:
 35




---



##### Table of Contents



Derivative Instruments and Hedging
    Activities:
    Supplemental
    Financial Information
    October 6,


December 30,2007


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

$
772,763


$
687,721Total assets

$
4,653,827


$
4,612,356Total debt

$
2,386,782


$
2,364,181Total shareholders equity

$
363,183


$
341,083   Quarter Ended


Three Quarters EndedOctober 6,


October 7,


October 6,


October 7,2007


2006


2007


2006(In thousands)Other Financial Data:Net loss

$
(63,327
)

$
(56,103
)

$
(24,487
)

$
(43,432
)Income from discontinued operations, net of income taxes






(256
)






(504
)Interest expense


61,529



56,619



150,453



130,899Income taxes


5,300



(3,044
)


(1,296
)


5,636Depreciation and amortization


47,983



46,458



119,302



112,794EBITDA

$
51,485


$
43,674


$
243,972


$
205,393EBITDA margin


2.6
%


2.5
%


4.6
%


4.3
%Capital expenditures

$
30,616


$
35,866


$
66,882


$
94,550    36




---



##### Table of Contents



Form 10-K
  ITEM 3.
    QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK
  Accounting for Derivative Instruments and Hedging
    Activities
    Gross Notional Value


UnrecognizedParticipating








Gains


Average StrikeForwards


Forwards


Total


(Losses)


PriceForeign Currency
    Hedges(Buy/Sell):U.S Dollar/Japanese yen

$
104,464


$
16,609


$
121,073


$
828


JPY 113.5U.S Dollar/Euro


239,204







239,204



(5,147
)

EUR 1.34U.S Dollar/Canadian Dollar


4,313



48,854



53,167



(3,838
)

CAD 1.07Chilean peso/U.S. Dollar


1,546



1,546



3,092



103


CLP 530.6Colombian peso/U.S. Dollar


16,800



88,630



105,430



6,952


COP 2,175.6Philippine peso/U.S. Dollar






86,122



86,122



4,120


PHP 47.34Total

$
366,327


$
241,761


$
608,088


$
3,018      37




---



##### Table of Contents



Form 10-K
  ITEM 4.
    CONTROLS AND PROCEDURES
  Rule 15d-15(e)
  PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.
  Item 1.
    Legal
    Proceedings    Item 6.
    Exhibits  ExhibitNumber31
.1*

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

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

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

Certification by the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act     *
    
    Filed herewith


    
    Furnished herewith 38




---



##### Table of Contents



SIGNATURES
    November 20, 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)
 39




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber31
.1*

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

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

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

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


    
    Furnished herewith 40