##### 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 June 17, 2006oro

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

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

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

Shares Outstanding at
    July 28, 2006Common Stock, $0.001 Par Value

1,000




---



##### 



DOLE FOOD
    COMPANY, INC.
  INDEX
  PageNumberPART I

Financial
    InformationItem 1.

Financial
    Statements (unaudited)Condensed
    Consolidated Statements of Income  Quarters and Half
    Years Ended June 17, 2006 and June 18, 2005


3Condensed
    Consolidated Balance Sheets  June 17, 2006 and
    December 31, 2005


4Condensed
    Consolidated Statements of Cash Flows  Half Years
    Ended June 17, 2006 and June 18, 2005


5Notes to Condensed
    Consolidated Financial Statements


6Item 2.

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


25Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


34Item 4.

Controls and
    Procedures


35PART II

Other
    InformationItem 1.

Legal
    Proceedings


35Item 6.

Exhibits and
    Reports on
    Form 8-K


38Signatures


39Exhibit Index


40Certification by the Chairman and
    Chief Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley ActCertification by the Vice
    President and Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley ActCertification by the Chairman and
    Chief Executive Office pursuant to Section 906 of the
    Sarbanes-Oxley ActCertification by the Vice
    President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley ActEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




---



##### Table of Contents



PART I.
    FINANCIAL INFORMATION ITEM 1.  FINANCIAL
    STATEMENTS

DOLE FOOD COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands) Quarter Ended


Half Year EndedJune 17,


June 18,


June 17,


June 18,2006


2005


2006


2005Revenues, net

$
1,589,037


$
1,526,351


$
2,989,043


$
2,968,484Cost of products sold


1,407,448



1,305,559



2,676,993



2,531,745Gross margin


181,589



220,792



312,050



436,739Selling, marketing and general and
    administrative expenses


108,909



107,382



216,375



222,200Operating income


72,680



113,410



95,675



214,539Other income (expense), net


(4,029
)


(40,933
)


(5,115
)


(37,983
)Interest income


1,705



970



3,179



2,045Interest expense


40,007



32,398



74,432



68,457Income before income taxes,
    minority interests and equity earnings


30,349



41,049



19,307



110,144Income taxes


13,071



9,689



8,853



63,110Minority interests, net of income
    taxes


101



647



718



1,146Equity in earnings of
    unconsolidated subsidiaries, net of income taxes


(1,323
)


(1,615
)


(2,845
)


(3,594
)Net income

$
18,500


$
32,328


$
12,581


$
49,482   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 3




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data) June 17,


December 31,2006


2005ASSETSCash and cash equivalents

$
51,303


$
48,812Receivables, net of allowances of
    $57,366 and $58,585, respectively


806,231



637,636Inventories


632,613



623,497Prepaid expenses


67,938



58,864Deferred income tax assets


37,595



34,756Total current assets


1,595,680



1,403,565Investments


82,853



76,753Property, plant and equipment, net
    of accumulated depreciation of $782,190 and $705,115,
    respectively


1,505,254



1,508,597Goodwill


540,280



540,280Intangible assets, net


724,680



726,700Other assets, net


148,826



153,832Total assets

$
4,597,573


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

$
461,552


$
411,451Accrued liabilities


447,812



431,037Current portion of long-term debt


14,643



25,020Notes payable


34,819



1,394Total current liabilities


958,826



868,902Long-term debt


2,205,767



2,000,843Deferred income tax liabilities


355,634



355,647Other long-term liabilities


556,541



546,305Minority interests


20,947



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






Additional paid-in capital


468,422



440,032Retained earnings


41,881



192,991Accumulated other comprehensive
    loss


(10,445
)


(16,480
)Total shareholders equity


499,858



616,543Total liabilities and
    shareholders equity

$
4,597,573


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




---



##### Table of Contents



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

(Unaudited)

(In thousands) Half Year EndedJune 17,


June 18,2006


2005Operating activitiesNet income

$
12,581


$
49,482Adjustments to reconcile net
    income to cash flow provided by (used in) operating activities:Depreciation and amortization


66,656



67,779Foreign currency exchange loss
    (gain)


3,051



(3,648
)Asset write-offs and gain on sale
    of assets, net


(215
)


(3,041
)Minority interests and equity
    earnings, net


(2,127
)


(2,448
)Deferred income taxes


(3,447
)


(750
)Premiums paid on early retirement
    of debt






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


6,688



6,790Write-off of debt issuance costs


8,133



10,722Amortization of debt issuance costs


2,174



3,289Other


1,741



2,647Changes in operating assets and
    liabilities:Receivables


(174,637
)


(154,887
)Inventories


(6,416
)


(24,703
)Prepaid expenses and other assets


(7,982
)


(7,682
)Accounts payable


31,675



123,167Accrued liabilities


13,415



(22,451
)Other long-term liabilities


5,539



(3,627
)Cash flow provided by (used in)
    operating activities


(43,171
)


73,686Investing activitiesProceeds from sales of assets


2,285



7,006Acquisitions and investments






(51,010
)Capital additions


(44,724
)


(44,478
)Repurchase of common stock in the
    going-private merger transaction


(100
)


(349
)Cash flow used in investing
    activities


(42,539
)


(88,831
)Financing activitiesShort-term debt borrowings


51,360



6,971Short-term debt repayments


(18,421
)


(21,621
)Long-term debt borrowings, net of
    debt issuance costs


1,562,061



1,190,649Long-term debt repayments


(1,378,558
)


(1,155,052
)Capital contributions


28,390



Dividends paid to minority
    shareholders


(1,296
)


(2,382
)Dividends paid to parent


(163,691
)


(12,300
)Cash flow provided by financing
    activities


79,845



6,265Effect of foreign currency
    exchange rate changes on cash and cash equivalents


8,356



(1,761
)Increase (decrease) in cash and
    cash equivalents


2,491



(10,641
)Cash and cash equivalents at
    beginning of period


48,812



79,217Cash and cash equivalents at end
    of period

$
51,303


$
68,576   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 5




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1.
    BASIS OF
    PRESENTATION  52/53-week Form 10-K (Form 10-K)
      2.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Accounting for Uncertainty in Income Taxes (an
    interpretation of FASB Statement No. 109)
  3.
    INCOME
    TAXES      Section 965 Repatriation:
 6




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
     Income Tax Audits:
  Internal Revenue Service Audit:
  Honduran Tax Case:
  4.
    INVENTORIES    June 17,


December 31,2006


2005Finished products

$
314,931


$
290,593Raw materials and work in progress


155,208



145,146Crop-growing costs


109,301



139,271Operating supplies and other


53,173



48,487$
632,613


$
623,497  7




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   5.
    GOODWILL
    AND INTANGIBLE ASSETS    Fresh


Fresh


Packaged


Fresh-cutFruit


Vegetables


Foods


Flowers


Other


TotalBalance as of June 17, 2006
    and December 31, 2005

$
376,355


$
97,868


$
66,057


$



$



$
540,280     June 17,


December 31,2006


2005Amortized intangible assets:Customer relationships

$
38,501


$
38,501Other amortized intangible assets


9,174



9,06447,675



47,565Accumulated
    amortization  customer relationships


(10,914
)


(9,219
)Other accumulated amortization


(6,599
)


(6,164
)Accumulated
    amortization  intangible assets


(17,513
)


(15,383
)Intangible assets, net


30,162



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


694,518



694,518Total intangible assets, net

$
724,680


$
726,700     Fiscal Year

Amount2006

$
2,3282007

$
3,6772008

$
3,6772009

$
3,6772010

$
3,677
   Goodwill and
    Other Intangible Assets
 8




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   6.
    NOTES PAYABLE
    AND LONG-TERM DEBT    June 17,


December 31,2006


2005Unsecured debt:8.625% notes due 2009

$
350,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facilities


51,200



137,000Term loan facilities


975,000



698,149Contracts and notes due
    2006  2010, at a weighted-average interest rate of
    6.85% (6.86% in 2005)


5,975



5,952Capital lease obligations


84,305



80,971Unamortized debt discount


(1,070
)


(1,209
)Notes payable


34,819



1,3942,255,229



2,027,257Current maturities


(49,462
)


(26,414
)$
2,205,767


$
2,000,843            9




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        7.
    SHAREHOLDERS
    EQUITY  Comprehensive
    Income
    Quarter EndedJune 17,


June 18,2006


2005Net income

$
18,500


$
32,328Unrealized foreign currency
    exchange translation gain (loss)


9,986



(11,813
)Reclassification of realized cash
    flow hedging gains to net income


(5,307
)


(532
)Unrealized net gain (loss) on cash
    flow hedging instruments


(8,049
)


3,521Comprehensive income

$
15,130


$
23,504   Half Year EndedJune 17,


June 18,2006


2005Net income

$
12,581


$
49,482Unrealized foreign currency
    exchange translation gain (loss)


12,264



(19,459
)Reclassification of realized cash
    flow hedging gains to net income


(6,578
)


(638
)Unrealized net gain on cash flow
    hedging instruments


349



2,875Comprehensive income

$
18,616


$
32,260   Capital
    Contribution
   10




---



##### Table of Contents



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


Foreign Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedJune 17,


June 18,


June 17,


June 18,


June 17,


June 18,2006


2005


2006


2005


2006


2005Components of net periodic
    benefit cost:Service cost

$
408


$
438


$
853


$
734


$
65


$
32Interest cost


3,918



4,063



1,428



1,179



900



758Expected return on plan assets


(4,159
)


(4,172
)


(83
)


(76
)






Amortization of:Unrecognized net loss (gain)


145



199



50



41



(26
)


5Unrecognized prior service cost
    (benefit)






1



16



14



(211
)


(320
)Unrecognized net transition
    obligation










10



11







$
312


$
529


$
2,274


$
1,903


$
728


$
475   11




---



##### Table of Contents



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


Foreign Pension Plans


OPRB PlansHalf Year Ended


Half Year Ended


Half Year EndedJune 17,


June 18,


June 17,


June 18,


June 17,


June 18,2006


2005


2006


2005


2006


2005Components of net periodic 
    benefit cost:Service cost

$
816


$
876


$
1,731


$
1,624


$
130


$
51Interest cost


7,836



8,126



2,889



2,491



1,800



1,927Expected return on plan assets


(8,318
)


(8,343
)


(168
)


(154
)






Amortization of:Unrecognized net loss (gain)


290



397



103



76



(52
)


10Unrecognized prior service cost
    (benefit)






2



27



29



(422
)


(345
)Unrecognized net transition
    obligation










26



23







$
624


$
1,058


$
4,608


$
4,089


$
1,456


$
1,643     9.
    SEGMENT
    INFORMATION     12




---



##### Table of Contents



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


Half Year EndedJune 17,


June 18,


June 17,


June 18,2006


2005


2006


2005Revenues from external customers:Fresh fruit

$
1,003,909


$
984,077


$
1,900,933


$
1,923,604Fresh vegetables


304,403



290,223



547,606



543,829Packaged foods


221,723



195,363



417,670



385,653Fresh-cut flowers


44,869



44,360



103,033



97,079Other operating segments


14,133



12,328



19,801



18,319$
1,589,037


$
1,526,351


$
2,989,043


$
2,968,484EBIT:Fresh fruit

$
52,470


$
94,957


$
72,693


$
171,466Fresh vegetables


11,791



10,670



16,351



29,874Packaged foods


22,002



20,792



36,883



38,719Fresh-cut flowers


(5,083
)


(666
)


(5,478
)


3,892Other operating segments


423



438



573



513Total operating segments


81,603



126,191



121,022



244,464Corporate


(10,025
)


(51,776
)


(25,156
)


(63,415
)Interest expense


40,007



32,398



74,432



68,457Income before income taxes

$
31,571


$
42,017


$
21,434


$
112,592       June 17,


December 31,2006


2005Fresh fruit

$
2,446,082


$
2,301,090Fresh vegetables


473,448



451,490Packaged foods


668,134



639,999Fresh-cut flowers


151,790



153,565Other operating segments


21,214



12,478Total operating segments


3,760,668



3,558,622Corporate


836,905



851,105$
4,597,573


$
4,409,727   10.
    CONTINGENCIES   13




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
    Honduran Tax Case:
 16




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   11.
    IMPACT OF
    HURRICANE KATRINA      12.
    BUSINESS
    RESTRUCTURING    13.
    GUARANTOR
    FINANCIAL INFORMATION   17




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        18




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   CONDENSED
    CONSOLIDATING STATEMENT OF INCOME
    For the Quarter Ended June 17, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
15,405


$
762,337


$
1,109,081


$
(297,786
)

$
1,589,037Cost of products sold


13,323



679,665



1,006,561



(292,101
)


1,407,448Gross margin


2,082



82,672



102,520



(5,685
)


181,589Selling, marketing and general and
    administrative expenses


11,742



48,335



54,517



(5,685
)


108,909Operating income


(9,660
)


34,337



48,003







72,680Equity in subsidiary income


37,191



29,928







(67,119
)


Other income (expense), net


(3,205
)






(824
)






(4,029
)Interest income


558



116



1,031







1,705Interest expense


26,558



83



13,366







40,007Income (loss) before income taxes,
    minority interests and equity earnings


(1,674
)


64,298



34,844



(67,119
)


30,349Income taxes


(20,210
)


27,610



5,671







13,071Minority interests, net of income
    taxes


36



(142
)


207







101Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






47



(1,370
)






(1,323
)Net income

$
18,500


$
36,783


$
30,336


$
(67,119
)

$
18,500   For the
    Quarter Ended June 18, 2005
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
125,896


$
597,623


$
1,081,659


$
(278,827
)

$
1,526,351Cost of products sold


93,115



554,183



932,777



(274,516
)


1,305,559Gross margin


32,781



43,440



148,882



(4,311
)


220,792Selling, marketing and general and
    administrative expenses


28,037



31,331



52,325



(4,311
)


107,382Operating income


4,744



12,109



96,557







113,410Equity in subsidiary income


97,586



87,213







(184,799
)


Other income (expense), net


(43,699
)


549



2,217







(40,933
)Interest income


119



17



834







970Interest expense


25,112



70



7,216







32,398Income before income taxes,
    minority interests and equity earnings


33,638



99,818



92,392



(184,799
)


41,049Income taxes


1,016



2,411



6,262







9,689Minority interests, net of income
    taxes


294



186



167







647Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






(70
)


(1,545
)






(1,615
)Net income

$
32,328


$
97,291


$
87,508


$
(184,799
)

$
32,328  19




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   CONDENSED
    CONSOLIDATING STATEMENT OF INCOME
    For the Half Year Ended June 17, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
26,734


$
1,464,989


$
2,110,002


$
(612,682
)

$
2,989,043Cost of products sold


23,019



1,311,843



1,945,989



(603,858
)


2,676,993Gross margin


3,715



153,146



164,013



(8,824
)


312,050Selling, marketing and general and
    administrative expenses


27,240



93,398



104,561



(8,824
)


216,375Operating income


(23,525
)


59,748



59,452







95,675Equity in subsidiary income


54,516



25,198







(79,714
)


Other income (expense), net


(3,206
)






(1,909
)






(5,115
)Interest income


744



195



2,240







3,179Interest expense


50,676



157



23,599







74,432Income (loss) before income taxes,
    minority interests and equity earnings


(22,147
)


84,984



36,184



(79,714
)


19,307Income taxes


(34,800
)


31,507



12,146







8,853Minority interests, net of income
    taxes


72



112



534







718Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






(403
)


(2,442
)






(2,845
)Net income

$
12,581


$
53,768


$
25,946


$
(79,714
)

$
12,581   For the
    Half Year Ended June 18, 2005
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
253,155


$
1,181,056


$
2,118,658


$
(584,385
)

$
2,968,484Cost of products sold


188,610



1,073,820



1,846,933



(577,618
)


2,531,745Gross margin


64,545



107,236



271,725



(6,767
)


436,739Selling, marketing and general and
    administrative expenses


60,324



59,255



109,388



(6,767
)


222,200Operating income


4,221



47,981



162,337







214,539Equity in subsidiary income


183,943



152,248







(336,191
)


Other income (expense), net


(43,700
)


550



5,167







(37,983
)Interest income


145



75



1,825







2,045Interest expense


57,057



112



11,288







68,457Income before income taxes,
    minority interests and equity earnings


87,552



200,742



158,041



(336,191
)


110,144Income taxes


37,482



17,447



8,181







63,110Minority interests, net of income
    taxes


588



212



346







1,146Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






(297
)


(3,297
)






(3,594
)Net income

$
49,482


$
183,380


$
152,811


$
(336,191
)

$
49,482  20




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of June 17, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
13,558


$
(9,448
)

$
47,193


$



$
51,303Receivables, net of allowances


84,574



179,420



542,237







806,231Inventories


6,564



246,348



379,701







632,613Prepaid expenses


3,241



12,648



52,049







67,938Deferred income tax assets


9,185



24,778



3,632







37,595Total current assets


117,122



453,746



1,024,812







1,595,680Investments


2,472,295



1,746,068



81,192



(4,216,702
)


82,853Property, plant and equipment, net


297,193



382,848



825,213







1,505,254Goodwill






163,925



376,355







540,280Intangible assets, net


690,242



32,490



1,948







724,680Other assets, net


30,282



9,075



109,469







148,826Total assets

$
3,607,134


$
2,788,152


$
2,418,989


$
(4,216,702
)

$
4,597,573LIABILITIES AND
    SHAREHOLDERS
    EQUITYAccounts payable

$
2,817


$
141,917


$
316,818


$



$
461,552Accrued liabilities


70,330



187,670



189,812







447,812Current portion of long-term debt


1,950



1,005



11,688







14,643Notes payable






1,395



33,424







34,819Total current liabilities


75,097



331,987



551,742







958,826Intercompany payables (receivables)


946,232



(96,661
)


(849,571
)






Long-term debt


1,378,180



2,483



825,104







2,205,767Deferred income tax liabilities


284,587



40,283



30,764







355,634Other long-term liabilities


423,180



40,029



93,332







556,541Minority interests






5,400



15,547







20,947Total shareholders equity


499,858



2,464,631



1,752,071



(4,216,702
)


499,858Total liabilities and
    shareholders equity

$
3,607,134


$
2,788,152


$
2,418,989


$
(4,216,702
)

$
4,597,573  21




---



##### Table of Contents



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


Guarantors


Non Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
12,698


$
(5,453
)

$
41,567


$



$
48,812Receivables, net of allowances


121,316



116,226



400,094







637,636Inventories


101,935



171,601



349,961







623,497Prepaid expenses


5,663



10,071



43,130







58,864Deferred income tax assets


15,946



15,282



3,528







34,756Total current assets


257,558



307,727



838,280







1,403,565Investments


2,271,031



1,708,078



75,200



(3,977,556
)


76,753Property, plant and equipment, net


299,100



360,886



848,611







1,508,597Goodwill


18,224



145,702



376,354







540,280Intangible assets, net


710,743



13,687



2,270







726,700Other assets, net


34,679



9,643



109,510







153,832Total assets

$
3,591,335


$
2,545,723


$
2,250,225


$
(3,977,556
)

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

$
(121,890
)

$
249,560


$
283,781


$



$
411,451Accrued liabilities


97,397



178,582



155,058







431,037Current portion of long-term debt


(300
)


885



24,435







25,020Notes payable






1,119



275







1,394Total current liabilities


(24,793
)


430,146



463,549







868,902Intercompany payables (receivables)


1,072,418



(229,126
)


(843,292
)






Long-term debt


1,216,090



2,451



782,302







2,000,843Deferred income tax liabilities


294,420



32,128



29,099







355,647Other long-term liabilities


416,657



39,684



89,964







546,305Minority interests






6,325



15,162







21,487Total shareholders equity


616,543



2,264,115



1,713,441



(3,977,556
)


616,543Total liabilities and
    shareholders equity

$
3,591,335


$
2,545,723


$
2,250,225


$
(3,977,556
)

$
4,409,727  22




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 17, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


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

$
(20,921
)

$
17,898


$
(40,148
)

$



$
(43,171
)Investing activitiesProceeds from sales of assets


168



97



2,020







2,285Capital additions


(680
)


(20,948
)


(23,096
)






(44,724
)Repurchase of common stock in the
    going-private merger transaction


(100
)














(100
)Cash flow used in investing
    activities


(612
)


(20,851
)


(21,076
)






(42,539
)Financing activitiesShort-term debt borrowings






(6
)


51,366







51,360Short-term debt repayments






(752
)


(17,669
)






(18,421
)Long-term debt borrowings


654,383



565



907,113







1,562,061Long-term debt repayments


(496,689
)


(412
)


(881,457
)






(1,378,558
)Capital contributions


28,390















28,390Dividends paid to minority
    shareholders






(437
)


(859
)






(1,296
)Dividends paid


(163,691
)














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


22,393



(1,042
)


58,494







79,845Effect of foreign exchange rate
    changes on cash and cash equivalents










8,356







8,356Increase (decrease) in cash and
    cash equivalents


860



(3,995
)


5,626







2,491Cash and cash equivalents at
    beginning of period


12,698



(5,453
)


41,567







48,812Cash and cash equivalents at end
    of period

$
13,558


$
(9,448
)

$
47,193


$



$
51,303  23




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 18, 2005
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


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

$
550,925


$
587,892


$
71,582


$
(1,136,713
)

$
73,686Investing activitiesProceeds from sales of assets


1,651



80



5,275







7,006Investments and acquisitions










(51,010
)






(51,010
)Capital additions


(1,916
)


(14,033
)


(28,529
)






(44,478
)Repurchase of common stock in the
    going-private merger transaction


(349
)














(349
)Cash flow used in investing
    activities


(614
)


(13,953
)


(74,264
)






(88,831
)Financing activitiesShort-term debt borrowings






663



6,308







6,971Short-term debt repayments






(15,313
)


(6,308
)






(21,621
)Long-term debt borrowings


287,400



434



902,815







1,190,649Long-term debt repayments


(815,447
)


(349
)


(339,256
)






(1,155,052
)Intercompany dividends






(566,713
)


(570,000
)


1,136,713



Dividends paid to minority
    shareholders






(1,545
)


(837
)






(2,382
)Dividends paid


(12,300
)














(12,300
)Cash flow used in financing
    activities


(540,347
)


(582,823
)


(7,278
)


1,136,713



6,265Effect of foreign exchange rate
    changes on cash and cash equivalents










(1,761
)






(1,761
)Increase (decrease) in cash and
    cash equivalents


9,964



(8,884
)


(11,721
)






(10,641
)Cash and cash equivalents at
    beginning of period


9,236



3,279



66,702







79,217Cash and cash equivalents at end
    of period

$
19,200


$
(5,605
)

$
54,981


$



$
68,576  24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  ITEM 2.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS
  Overview
      Results
    of Operations
    Quarter EndedJune 17,


June 18,2006


2005Revenues, net

$
1,589,037


$
1,526,351Operating income


72,680



113,410Interest income and other income
    (expense), net


(2,324
)


(39,963
)Interest expense


40,007



32,398Minority interests and equity in
    earnings of unconsolidated subsidiaries, net of income taxes


(1,222
)


(968
)Income taxes


13,071



9,689Net income


18,500



32,328   Half Year EndedJune 17,


June 18,2006


2005Revenues, net

$
2,989,043


$
2,968,484Operating income


95,675



214,539Interest income and other income
    (expense), net


(1,936
)


(35,938
)Interest expense


74,432



68,457Minority interests and equity in
    earnings of unconsolidated subsidiaries, net of income taxes


(2,127
)


(2,448
)Income taxes


8,853



63,110Net income


12,581



49,482  25




---



##### Table of Contents



Revenues
  ®
    Operating
    Income
      Interest
    Income and Other Income (Expense), Net
   26




---



##### Table of Contents



Interest
    Expense
      Income
    Tax Expense
      Segment
    Results of Operations
     27




---



##### Table of Contents



Quarter EndedJune 17,


June 18,2006


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

$
1,003,909


$
984,077Fresh vegetables


304,403



290,223Packaged foods


221,723



195,363Fresh-cut flowers


44,869



44,360Other operating segments


14,133



12,328$
1,589,037


$
1,526,351EBIT:Fresh fruit

$
52,470


$
94,957Fresh vegetables


11,791



10,670Packaged foods


22,002



20,792Fresh-cut flowers


(5,083
)


(666
)Other operating segments


423



438Total operating segments


81,603



126,191Corporate


(10,025
)


(51,776
)Interest expense


40,007



32,398Income before income taxes

$
31,571


$
42,017   Half Year EndedJune 17,


June 18,2006


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

$
1,900,933


$
1,923,604Fresh vegetables


547,606



543,829Packaged foods


417,670



385,653Fresh-cut flowers


103,033



97,079Other operating segments


19,801



18,319$
2,989,043


$
2,968,484EBIT:Fresh fruit

$
72,693


$
171,466Fresh vegetables


16,351



29,874Packaged foods


36,883



38,719Fresh-cut flowers


(5,478
)


3,892Other operating segments


573



513Total operating segments


121,022



244,464Corporate


(25,156
)


(63,415
)Interest expense


74,432



68,457Income before income taxes

$
21,434


$
112,592  28




---



##### Table of Contents



Fresh
    Fruit
      Fresh
    Vegetables
     29




---



##### Table of Contents



Packaged
    Foods
      Fresh-Cut
    Flowers
      Corporate
    Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes (an
    interpretation of FASB Statement No. 109)
 30




---



##### Table of Contents



Liquidity
    and Capital Resources
                Form 10-K
 31




---



##### Table of Contents



Other
    Matters
  European Union Banana Import Regime:
      Income Tax Audits:
  Internal Revenue Service Audit:
  Honduran Tax Case:
  Hurricane Katrina:
 32




---



##### Table of Contents



Business Restructuring:
  Supplemental
    Financial Information
    June 17,


December 31,2006


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

$
636,854


$
534,663Total assets

$
4,597,573


$
4,409,727Total debt

$
2,255,229


$
2,027,257Total shareholders equity

$
499,858


$
616,543   33




---



##### Table of Contents



Quarter Ended


Half Year EndedJune 17,


June 18,


June 17,


June 18,2006


2005


2006


2005Other Financial Data:Net income

$
18,500


$
32,328


$
12,581


$
49,482Interest expense


40,007



32,398



74,432



68,457Income taxes


13,071



9,689



8,853



63,110Depreciation and amortization


33,694



34,313



66,656



67,779EBITDA

$
105,272


$
108,728


$
162,522


$
248,828EBITDA margin


6.6
%


7.1
%


5.4
%


8.4
%Capital expenditures

$
36,332


$
29,120


$
58,684


$
44,478       Form 10-K
 ITEM 3.  QUANTITATIVE
    AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK  Accounting
    for Derivative Instruments and Hedging Activities Form 10-K
   34




---



##### Table of Contents



.
  Form 10-K
 ITEM 4.  CONTROLS
    AND PROCEDURES  Rule 15d-15(e)
  Form 10-K
 PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.  Item 1.
    Legal
    Proceedings   35




---



##### Table of Contents



36




---



##### Table of Contents



European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
   37




---



##### Table of Contents



Honduran Tax Case:
  Item 6.
    Exhibits
    and Reports on
    Form 8-K  (a)
    Exhibits:  ExhibitNumber31
.1*

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

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

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

Certification by the Vice
    President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Filed herewith
    
    Furnished herewith  (b)
    Reports
    on
    Form 8-K:  Form 8-K
 38




---



##### Table of Contents



SIGNATURES    August 1, 2006

DOLE FOOD COMPANY, INC.
    REGISTRANT    By:
    /s/  Joseph
    S. Tesoriero   Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh   Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
 39




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber31
.1*

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

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

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

Certification by the Vice
    President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Filed herewith
    
    Furnished herewith 40