##### 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
    June 20,
    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 þ
  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 July 24, 2009Common Stock, $0.001 Par Value

1,000




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##### 





DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I


Financial InformationItem 1.


Financial Statements (unaudited)Condensed Consolidated Statements of
    Operations  Quarters and Half Years Ended
    June 20, 2009 and June 14, 2008


3Condensed Consolidated Balance Sheets 
    June 20, 2009 and January 3, 2009


4Condensed Consolidated Statements of Cash
    Flows  Half Years Ended June 20, 2009 and
    June 14, 2008


5Condensed Consolidated Statements of
    Shareholders Equity  Half Years Ended
    June 20, 2009 and June 14, 2008


6Condensed Consolidated Statements of
    Comprehensive Income  Quarters and Half Years Ended
    June 20, 2009 and June 14, 2008


7Notes to Condensed Consolidated Financial
    Statements


8Item 2.


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


35Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


45Item 4.


Controls and Procedures


45PART II


Other InformationItem 1.


Legal Proceedings


46Item 1A.


Risk Factors


46Item 6.


Exhibits


55Signatures


56Exhibit Index


57Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


58Certification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


59Certification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


60Certification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


61EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



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


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


2008(In thousands)Revenues, net

$
1,714,722


$
1,994,943


$
3,311,312


$
3,723,288Cost of products sold


(1,492,606
)


(1,761,707
)


(2,885,325
)


(3,320,392
)Gross margin


222,116



233,236



425,987



402,896Selling, marketing and general and administrative expenses


(113,944
)


(121,411
)


(211,350
)


(239,515
)Gain on asset sales (Note 12)


159



9,839



16,793



11,643Operating income


108,331



121,664



231,430



175,024Other income (expense), net (Note 3)


(33,046
)


23,653



(11,094
)


(5,058
)Interest income


1,500



1,109



3,136



2,878Interest expense


(50,242
)


(41,245
)


(87,788
)


(84,742
)Income from continuing operations before income taxes and equity
    earnings


26,543



105,181



135,684



88,102Income taxes


(8,963
)


69,577



(17,011
)


60,200Equity in earnings of unconsolidated subsidiaries


3,277



2,333



4,471



3,336Income from continuing operations


20,857



177,091



123,144



151,638Income from discontinued operations, net of income taxes


265



4,318



387



1,497Gain on disposal of discontinued operations, net of income taxes










1,308



Net income


21,122



181,409



124,839



153,135Less: Net income attributable to noncontrolling interests


(977
)


(655
)


(1,874
)


(1,326
)Net income attributable to Dole Food Company, Inc.

$
20,145


$
180,754


$
122,965


$
151,809    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  June 20,


January 3,2009


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

$
107,919


$
90,829Receivables, net of allowances of $54,599 and $41,357,
    respectively


803,897



807,235Inventories


725,999



796,407Prepaid expenses


76,640



69,347Deferred income tax assets


22,180



21,273Assets
    held-for-sale
    (Note 12)


94,382



202,876Total current assets


1,831,017



1,987,967Restricted deposits


6,070



Investments


76,537



73,085Property, plant and equipment, net of accumulated depreciation
    of $1,075,889 and $1,027,345, respectively


1,017,062



1,050,331Goodwill


406,540



406,540Intangible assets, net


713,923



708,458Other assets, net


172,691



138,238Total assets

$
4,223,840


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

$
485,213


$
510,773Liabilities
    held-for-sale
    (Note 12)


2,115



50,465Accrued liabilities


416,922



490,145Current portion of long-term debt


390,896



356,748Notes payable


44,140



48,789Total current liabilities


1,339,286



1,456,920Long-term debt


1,576,025



1,798,556Deferred income tax liabilities


257,512



254,205Other long-term liabilities


495,562



421,779Contingencies (Note 11)Shareholders equityCommon stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding






Additional paid-in capital


409,681



409,681Retained earnings


159,087



36,122Accumulated other comprehensive loss


(40,488
)


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


528,280



402,900Equity attributable to noncontrolling interests


27,175



30,259Total shareholders equity


555,455



433,159Total liabilities and shareholders equity

$
4,223,840


$
4,364,619    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
 (Unaudited)
  Half Year EndedJune 20,


June 14,2009


2008(In thousands)Operating ActivitiesNet income

$
124,839


$
153,135Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


54,822



65,608Net unrealized (gains) losses on financial instruments


(966
)


5,806Asset write-offs and net (gain) loss on sale of assets


(18,120
)


(11,597
)Equity in earnings of unconsolidated subsidiaries


(4,471
)


(3,336
)Amortization of debt issuance costs


2,270



1,895Write-off of debt issuance costs


5,222



Provision for deferred income taxes


2,056



(24,634
)Unrecognized tax benefits on federal income tax audit settlement






(61,083
)Pension and other postretirement benefit plan expense


6,231



9,227Other


699



(310
)Changes in operating assets and liabilities:Receivables


(5,844
)


(171,968
)Inventories


67,415



(36,584
)Prepaid expenses and other assets


(21,822
)


(11,875
)Income taxes


4,186



6,715Accounts payable


(8,551
)


74,728Accrued liabilities


4,040



12,954Other long-term liabilities


(2,692
)


(11,263
)Cash flow provided by (used in) operating activities


209,314



(2,582
)Investing ActivitiesCash received from sales of assets and businesses, net of cash
    disposed


59,308



31,976Capital additions


(24,936
)


(35,312
)Restricted deposits


(6,070
)


Repurchase of common stock in going-private merger transaction


(49
)


(137
)Cash flow provided by (used in) investing activities


28,253



(3,473
)Financing ActivitiesShort-term debt repayments, net of borrowings


(754
)


(9,996
)Long-term debt borrowings, net of debt issuance costs


825,178



603,849Long-term debt repayments


(1,039,172
)


(607,225
)Dividends paid to noncontrolling interests


(4,955
)


(1,194
)Cash flow used in financing activities


(219,703
)


(14,566
)Effect of foreign currency exchange rate changes on cash


(774
)


916Increase (decrease) in cash and cash equivalents


17,090



(19,705
)Cash and cash equivalents at beginning of period


90,829



97,061Cash and cash equivalents at end of period

$
107,919


$
77,356  5




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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










151,809















1,326



153,135


$
153,135Noncontrolling interests in discontinued operations


























(151
)


(151
)


Dividends paid


























(1,194
)


(1,194
)


Unrealized foreign currency translation and hedging gains


















7,897



3,238



6



11,141



11,141Reclassification of realized cash flow hedging losses to net
    income






















820







820



820Balance at June 14, 2008

$



$
409,907


$
66,926


$
(26,752
)

$
50,158


$
(11,467
)

$
29,865


$
518,637


$
165,096Balance at January 3, 2009

$



$
409,681


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
30,259


$
433,159Net income










122,965















1,874



124,839


$
124,839Dividends paid


























(4,955
)


(4,955
)


Unrealized foreign currency translation and hedging gains
    (losses)


















(2,386
)


852



(3
)


(1,537
)


(1,537
)Reclassification of realized cash flow hedging losses to net
    income






















4,007







4,007



4,007Change in employee benefit plans, net of income taxes














(58
)














(58
)


(58
)Balance at June 20, 2009

$



$
409,681


$
159,087


$
(41,018
)

$
24,801


$
(24,271
)

$
27,175


$
555,455


$
127,251    6




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##### Table of Contents



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


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


2008(In thousands)Net income

$
21,122


$
181,409


$
124,839


$
153,135Unrealized foreign currency translation and hedging gains
    (losses)


10,808



9,689



(1,537
)


11,141Reclassification of realized cash flow hedging losses to net
    income


3,461



983



4,007



820Change in employee benefit plans, net of income taxes










(58
)


Comprehensive income


35,391



192,081



127,251



165,096Less: Comprehensive income attributable to noncontrolling
    interests


(990
)


(463
)


(1,871
)


(1,181
)Comprehensive income attributable to Dole Food Company,
    Inc.

$
34,401


$
191,618


$
125,380


$
163,915    7




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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)
      Noncontrolling
    Interests in Consolidated Financial Statements
  NOTE 2 
    RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
  FASB
    Accounting Standards Codification and the Hierarchy of Generally
    Accepted Accounting Principles a replacement of FASB
    Statement No. 162
  Amendments to FASB Interpretation No. 46(R) ,
  Subsequent Events
  No. FAS 107-1 28-1, Interim Financial Disclosures about Fair Value of Financial
    Instruments Disclosures about Fair Value of Financial
    Instruments
 8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Disclosures About
    Derivative Instruments and Hedging Activities  an
    amendment of FASB Statement No. 133
    Business
    Combinations
  NOTE 3 
    OTHER INCOME (EXPENSE), NET
    Quarter Ended


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


2008(In thousands)Unrealized gain (loss) on cross currency swap

$
(24,419
)

$
19,001


$
(6,703
)

$
(13,353
)Realized gain on cross currency swap


2,621



2,696



4,941



5,619Unrealized and realized gain (loss) on foreign denominated
    borrowings


(11,538
)


1,584



(4,406
)


2,075Write-off of debt issuance costs










(5,222
)


Other


290



372



296



601Other income (expense), net

$
(33,046
)

$
23,653


$
(11,094
)

$
(5,058
)     NOTE 4 
    DISCONTINUED OPERATIONS
  Held-For-Sale).
 9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
    Quarter Ended


Quarter EndedJune 20, 2009


June 14, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
401


$
29,063


$
3,148


$
32,211Income (loss) before income taxes

$
315


$
(5,896
)

$
(294
)

$
(6,190
)Income taxes


(50
)


10,396



112



10,508Income (loss) from discontinued operations, net of income taxes

$
265


$
4,500


$
(182
)

$
4,318   Half Year Ended


Half Year EndedJune 20, 2009


June 14, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
3,181


$
62,879


$
5,020


$
67,899Income (loss) before income taxes

$
474


$
(9,037
)

$
(251
)

$
(9,288
)Income taxes


(87
)


10,691



94



10,785Income (loss) from discontinued operations, net of income taxes

$
387


$
1,654


$
(157
)

$
1,497Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$



$
     NOTE 5 
    INCOME TAXES
   10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
      non-U.S. income
  Income Tax Audits:
  Internal Revenue Service Audit: 2002-2005
    NOTE 6 
    INVENTORIES
    June 20,


January 3,2009


2009(In thousands)Finished products

$
364,624


$
344,643Raw materials and work in progress


141,472



168,670Crop-growing costs


155,059



210,263Operating supplies and other


64,844



72,831$
725,999


$
796,407  11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 7 
    GOODWILL AND INTANGIBLE ASSETS
    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of January 3, 2009 and June 20, 2009

$
274,723


$
71,206


$
60,611


$
406,540     June 20,


January 3,2009


2009(In thousands)Amortized intangible assets:Customer relationships

$
38,501


$
38,501Other amortized intangible assets


9,217



2,04247,718



40,543Accumulated amortization  customer relationships


(21,945
)


(20,248
)Other accumulated amortization


(1,465
)


(1,452
)Accumulated amortization  intangible assets


(23,410
)


(21,700
)Amortized intangible assets, net


24,308



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


689,615



689,615Total identifiable intangible assets, net

$
713,923


$
708,458         Fiscal Year

Amount2009

$
1,9802010

$
3,6772011

$
3,6772012

$
3,6772013

$
1,498   Goodwill and
    Other Intangible Assets
 12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 8 
    NOTES PAYABLE AND LONG-TERM DEBT
    June 20,


January 3,2009


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

$



$
345,0007.25% notes due 2010


383,000



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



Revolving credit facility






150,500Term loan facilities


828,297



835,444Contracts and notes, at a weighted-average interest rate of 6%
    in 2009 (6.1% in 2008) through 2014


9,219



9,221Capital lease obligations


65,813



60,448Notes payable


44,140



48,789Unamortized debt discount


(24,311
)


(309
)2,011,061



2,204,093Current maturities


(435,036
)


(405,537
)$
1,576,025


$
1,798,556   2010
    Debt Maturity
    and/or
  2009
    Debt Refinancing
   13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  and/or
    Debt
    Issuance Costs
    EITF 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments
    Term
    Loans and Revolving Credit Facility
     14




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##### Table of Contents



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




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##### Table of Contents



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


Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedJune 20,


June 14,


June 20,


June 14,


June 20,


June 14,2009


2008


2009


2008


2009


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

$
38


$
34


$
1,361


$
1,439


$
52


$
66Interest cost


4,003



4,288



1,683



2,355



615



905Expected return on plan assets


(3,898
)


(4,186
)


(98
)


(583
)






Amortization of:Unrecognized net loss (gain)


54



341



138



116



(119
)


(2
)Unrecognized prior service cost (benefit)










77



19



(797
)


(211
)Unrecognized net transition obligation










11



14







$
197


$
477


$
3,172


$
3,360


$
(249
)

$
758   InternationalU.S. Pension Plans


Pension Plans


OPRB PlansHalf Year Ended


Half Year Ended


Half Year EndedJune 20,


June 14,


June 20,


June 14,


June 20,


June 14,2009


2008


2009


2008


2009


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

$
76


$
68


$
2,720


$
2,893


$
104


$
132Interest cost


8,006



8,576



3,359



4,734



1,230



1,810Expected return on plan assets


(7,796
)


(8,372
)


(196
)


(1,170
)






Amortization of:Unrecognized net loss (gain)


108



682



276



233



(238
)


(4
)Unrecognized prior service cost (benefit)










154



39



(1,594
)


(422
)Unrecognized net transition obligation










22



28







$
394


$
954


$
6,335


$
6,757


$
(498
)

$
1,516   NOTE 10 
    SEGMENT INFORMATION
   16




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##### Table of Contents



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


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


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

$
1,221,433


$
1,466,922


$
2,343,415


$
2,695,450Fresh vegetables


258,087



279,643



491,529



510,672Packaged foods


234,892



248,118



475,742



516,623Corporate


310



260



626



543$
1,714,722


$
1,994,943


$
3,311,312


$
3,723,288   Quarter Ended


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


2008(In thousands)EBIT:Fresh fruit

$
96,466


$
131,266


$
195,288


$
184,153Fresh vegetables


(3,509
)


1,531



12,964



(1,939
)Packaged foods


23,998



6,814



45,888



30,999Total operating segments


116,955



139,611



254,140



213,213Corporate:Unrealized gain (loss) on cross currency swap


(24,419
)


19,001



(6,703
)


(13,353
)Operating and other expenses


(12,474
)


(9,853
)


(19,494
)


(23,680
)Corporate


(36,893
)


9,148



(26,197
)


(37,033
)Interest expense


(50,242
)


(41,245
)


(87,788
)


(84,742
)Income taxes


(8,963
)


69,577



(17,011
)


60,200Income from continuing operations

$
20,857


$
177,091


$
123,144


$
151,638    17




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    June 20,


January 3,2009


2009(In thousands)Total assets:Fresh fruit

$
2,293,130


$
2,322,899Fresh vegetables


389,331



460,221Packaged foods


663,420



686,801Total operating segments


3,345,881



3,469,921Corporate


865,320



832,709Fresh-cut flowers  discontinued operation


12,639



61,989$
4,223,840


$
4,364,619   NOTE 11 
    CONTINGENCIES
            DBCP Cases:
 18




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
           19




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
             20




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        European Union Antitrust Inquiry:
            Honduran Tax Case:
 21




---



##### Table of Contents



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


1,611















1,611Sales


(24,438
)


(35,349
)


(968
)


(49,350
)


(110,105
)Balance as of June 20, 2009

$
75,278


$
3,251


$
3,214


$
12,639


$
94,382   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


2,115















2,115Sales


(5,247
)










(45,218
)


(50,465
)Balance as of June 20, 2009

$
2,115


$



$



$



$
2,115   held-for-sale. held-for-sale
 22




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Fresh
    Fruit
  held-for-sale.
    Third
    Quarter 2009 Sales
  held-for-sale.
  Fresh
    Vegetables
    Packaged
    Foods
    Fresh-Cut
    Flowers  Discontinued Operation
    NOTE 13 
    DERIVATIVE FINANCIAL INSTRUMENTS
    Accounting for Derivative Instruments
    and Hedging Activities, as amended
 23




---



##### Table of Contents



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




---



##### Table of Contents



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

Notional


Balance Sheet

Fair MarketPrice

Amount


Classification

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



$
320,000


Other long-term
    liabilities

$
(23,253
)Derivatives not designated as hedging instruments:Foreign currency hedges (Buy/Sell):U.S. Dollar/Euro

EUR 1.44


48,354


Receivables, net

$
1,990U.S. Dollar/Canadian Dollar

CAD 1.12


10,706


Receivables, net


104Chilean Peso/U.S. Dollar

CLP 671


9,989


Receivables, net


2,588U.S. Dollar/Japanese Yen

JPY 101.2


171,249


Accrued Liabilities


(2,801
)Philippine Peso/U.S. Dollar

PHP 47.9


21,407


Accrued Liabilities


(452
)Cross currency swap  interest







Receivables, net


1,815Cross currency swap




320,000


Other long-term
    liabilities


(49,007
)Bunker fuel hedges

$277
    (per metric ton)


26,544
    (metric tons
)

Receivables, net


2,765Total derivatives not designated as hedging instruments










(42,998
)Total









$
(66,251
)       GainRecognized inAOCI as of


Losses Reclassified into IncomeJune 20,


Income Statement

Quarter


Half Year2009


Classification

Ended


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

$
4,859


Interest expense

$
3,461


$
4,007    25




---



##### Table of Contents



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


Realized Gains (Losses)Income Statement

June 20,


June 14,


June 20,


June 14,Classification

2009


2008


2009


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

Cost of products sold

$
(2,011
)

$
6,968


$
1,049


$
(5,998
)Bunker fuel contracts

Cost of products sold


3,101



3,613



(250
)


711Cross currency swap

Other income (expense), net


(24,419
)


19,001



2,621



2,696Total



$
(23,329
)

$
29,582


$
3,420


$
(2,591
)   Half Year EndedUnrealized Gains (Losses)


Realized Gains (Losses)Income Statement

June 20,


June 14,


June 20,


June 14,Classification

2009


2008


2009


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

Cost of products sold

$
7,491


$
3,175


$
1,295


$
(8,971
)Bunker fuel contracts

Cost of products sold


6,342



4,051



(2,784
)


1,798Cross currency swap

Other income (expense), net


(6,703
)


(13,353
)


4,941



5,619Total



$
7,130


$
(6,127
)

$
3,452


$
(1,554
)   NOTE 14 
    FAIR VALUE MEASUREMENTS
    Fair Value Measurements
     26




---



##### Table of Contents



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


Fair ValueMeasurements at


Measurements atJune 20, 2009


June 20, 2009Using Significant


Using SignificantOther Observable


UnobservableJune 20,


Inputs


Inputs2009


(Level 2)


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

$
4,682


$
4,682


$
Bunker fuel contracts


2,765



2,765



$
7,447


$
7,447


$
Liabilities:Foreign currency exchange contracts

$
3,253


$
3,253


$
Interest rate swap


23,253



23,253



Cross currency swap


47,192



47,192



$
73,698


$
73,698


$
Assets Measured on a Nonrecurring BasisDistrifruit assets

$
10,037


$



$
10,037   Nonfinancial
    Items Measured at Fair Value on a Nonrecurring
    Basis
     27




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Credit
    Risk
    Fair
    Value of Debt
    June 20, 2009


January 3, 2009Carrying


Estimated


Carrying


EstimatedValue


Fair Value


Value


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

$
1,087,903


$
1,091,559


$
1,100,000


$
809,400Term loans


828,297



828,297



835,444



585,855   NOTE 15 
    GUARANTOR FINANCIAL INFORMATION
       28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended June 20, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
16,445


$
741,287


$
1,304,894


$
(347,904
)

$
1,714,722Cost of products sold


(13,852
)


(669,486
)


(1,154,323
)


345,055



(1,492,606
)Gross margin


2,593



71,801



150,571



(2,849
)


222,116Selling, marketing and general and administrative expenses


(13,115
)


(44,950
)


(58,728
)


2,849



(113,944
)Gain on asset sales






159











159Operating income (loss)


(10,522
)


27,010



91,843







108,331Equity in subsidiary income


50,400



32,275







(82,675
)


Other income (expense), net


137







(33,183
)






(33,046
)Interest income


279



35



1,186







1,500Interest expense


(31,132
)


(25
)


(19,085
)






(50,242
)Income from continuing operations before income taxes and equity
    earnings


9,162



59,295



40,761



(82,675
)


26,543Income taxes


10,982



(9,324
)


(10,621
)






(8,963
)Equity in earnings of unconsolidated subsidiaries


1



(27
)


3,303







3,277Income from continuing operations


20,145



49,944



33,443



(82,675
)


20,857Income from discontinued operations, net of income taxes










265







265Net income


20,145



49,944



33,708



(82,675
)


21,122Less: Net income attributable to noncontrolling interests










(977
)






(977
)Net income attributable to Dole Food Company, Inc.

$
20,145


$
49,944


$
32,731


$
(82,675
)

$
20,145   For the
    Quarter Ended June 14, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
18,367


$
803,391


$
1,565,676


$
(392,491
)

$
1,994,943Cost of products sold


(18,167
)


(750,569
)


(1,382,254
)


389,283



(1,761,707
)Gross margin


200



52,822



183,422



(3,208
)


233,236Selling, marketing and general and administrative expenses


(15,004
)


(38,745
)


(70,870
)


3,208



(121,411
)Gain on asset sales


974







8,865







9,839Operating income (loss)


(13,830
)


14,077



121,417







121,664Equity in subsidiary income


145,256



120,865







(266,121
)


Other income (expense), net










23,653







23,653Interest income


25



(106
)


1,190







1,109Interest expense


(27,163
)


(158
)


(13,924
)






(41,245
)Income from continuing operations before income taxes and equity
    earnings


104,288



134,678



132,336



(266,121
)


105,181Income taxes


76,467



(762
)


(6,128
)






69,577Equity in earnings of unconsolidated subsidiaries


(1
)


(7
)


2,341







2,333Income from continuing operations


180,754



133,909



128,549



(266,121
)


177,091Income from discontinued operations, net of income taxes






10,072



(5,754
)






4,318Net income


180,754



143,981



122,795



(266,121
)


181,409Less: Net income attributable to noncontrolling interests










(655
)






(655
)Net income attributable to Dole Food Company, Inc.

$
180,754


$
143,981


$
122,140


$
(266,121
)

$
180,754  29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Half Year Ended June 20, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
31,596


$
1,460,930


$
2,497,605


$
(678,819
)

$
3,311,312Cost of products sold


(27,540
)


(1,308,632
)


(2,222,408
)


673,255



(2,885,325
)Gross margin


4,056



152,298



275,197



(5,564
)


425,987Selling, marketing and general and administrative expenses


(24,057
)


(85,477
)


(107,380
)


5,564



(211,350
)Gain on asset sales






10,093



6,700







16,793Operating income (loss)


(20,001
)


76,914



174,517







231,430Equity in subsidiary income


181,002



118,749







(299,751
)


Other income (expense), net


(441
)






(10,653
)






(11,094
)Interest income


535



68



2,533







3,136Interest expense


(56,981
)


(57
)


(30,750
)






(87,788
)Income from continuing operations before income taxes and equity
    earnings


104,114



195,674



135,647



(299,751
)


135,684Income taxes


18,852



(15,716
)


(20,147
)






(17,011
)Equity in earnings of unconsolidated subsidiaries


(1
)


166



4,306







4,471Income from continuing operations


122,965



180,124



119,806



(299,751
)


123,144Income from discontinued operations, net of income taxes










387







387Gain on discontinued operations, net of income taxes










1,308







1,308Net income


122,965



180,124



121,501



(299,751
)


124,839Less: Net income attributable to noncontrolling interests










(1,874
)






(1,874
)Net income attributable to Dole Food Company, Inc.

$
122,965


$
180,124


$
119,627


$
(299,751
)

$
122,965   For the
    Half Year Ended June 14, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
36,063


$
1,505,072


$
2,874,048


$
(691,895
)

$
3,723,288Cost of products sold


(34,331
)


(1,376,375
)


(2,595,562
)


685,876



(3,320,392
)Gross margin


1,732



128,697



278,486



(6,019
)


402,896Selling, marketing and general and administrative expenses


(30,497
)


(83,059
)


(131,978
)


6,019



(239,515
)Gain on asset sales


974







10,669







11,643Operating income (loss)


(27,791
)


45,638



157,177







175,024Equity in subsidiary income


155,647



97,516







(253,163
)


Other income (expense), net










(5,058
)






(5,058
)Interest income


87



85



2,706







2,878Interest expense


(55,074
)


(539
)


(29,129
)






(84,742
)Income from continuing operations before income taxes and equity
    earnings


72,869



142,700



125,696



(253,163
)


88,102Income taxes


78,944



1,470



(20,214
)






60,200Equity in earnings of unconsolidated subsidiaries


(4
)


156



3,184







3,336Income from continuing operations


151,809



144,326



108,666



(253,163
)


151,638Income (loss) from discontinued operations, net of income taxes






10,467



(8,970
)






1,497Net income


151,809



154,793



99,696



(253,163
)


153,135Less: Net income attributable to noncontrolling interests










(1,326
)






(1,326
)Net income attributable to Dole Food Company, Inc.

$
151,809


$
154,793


$
98,370


$
(253,163
)

$
151,809  30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of June 20, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,156


$



$
92,359


$
(596
)

$
107,919Receivables, net of allowances


414,658



128,698



551,200



(290,659
)


803,897Inventories


6,137



257,288



462,574







725,999Prepaid expenses


9,459



11,290



55,891







76,640Deferred income tax assets


18,891



25,566







(22,277
)


22,180Assets
    held-for-sale


72,526



6,465



15,391







94,382Total current assets


537,827



429,307



1,177,415



(313,532
)


1,831,017Restricted deposits










6,070







6,070Investments


2,426,100



1,944,617



75,979



(4,370,159
)


76,537Property, plant and equipment, net


162,067



265,176



589,819







1,017,062Goodwill






131,818



274,722







406,540Intangible assets, net


689,614



16,720



7,589







713,923Other assets, net


65,240



7,767



99,684







172,691Total assets

$
3,880,848


$
2,795,405


$
2,231,278


$
(4,683,691
)

$
4,223,840LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
4,676


$
432,079


$
361,990


$
(313,532
)

$
485,213Liabilities
    held-for-sale










2,115







2,115Accrued liabilities


60,835



162,305



193,782







416,922Current portion of long-term debt


381,181



270



9,445







390,896Notes payable










44,140







44,140Total current liabilities


446,692



594,654



611,472



(313,532
)


1,339,286Intercompany payables (receivables)


1,570,762



(304,127
)


(1,266,635
)






Long-term debt


857,671



3,375



714,979







1,576,025Deferred income tax liabilities


202,328



7,926



47,258







257,512Other long-term liabilities


275,115



39,281



181,166







495,562Equity attributable to Dole Food Company, Inc.


528,280



2,454,296



1,915,863



(4,370,159
)


528,280Equity attributable to noncontrolling interests










27,175







27,175Total shareholders equity


528,280



2,454,296



1,943,038



(4,370,159
)


555,455Total liabilities and shareholders equity

$
3,880,848


$
2,795,405


$
2,231,278


$
(4,683,691
)

$
4,223,840  31




---



##### 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  32




---



##### 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 20, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
202,273


$
(49,388
)

$
45,583


$
10,846


$
209,314INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed






46,512



12,796







59,308Capital additions


(1,525
)


(5,128
)


(18,283
)






(24,936
)Restricted deposits










(6,070
)






(6,070
)Repurchase of common stock in going-private merger transaction


(49
)














(49
)Cash flow provided by (used in) investing activities


(1,574
)


41,384



(11,557
)






28,253FINANCING ACTIVITIESShort-term debt repayments, net of borrowings


620



8,026



(9,400
)






(754
)Long-term debt borrowings, net of debt issuance costs


829,704







(4,526
)






825,178Long-term debt repayments


(1,031,678
)


(22
)


(7,472
)






(1,039,172
)Dividends paid to noncontrolling interests










(4,955
)






(4,955
)Cash flow provided by (used in) financing activities


(201,354
)


8,004



(26,353
)






(219,703
)Effect of foreign currency exchange rate changes on cash










(774
)






(774
)Increase (decrease) in cash and cash equivalents


(655
)






6,899



10,846



17,090Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
16,156


$



$
92,359


$
(596
)

$
107,919  33




---



##### 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 14, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(1,625
)

$
24,460


$
(25,417
)

$



$
(2,582
)INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed


982



41



30,953







31,976Capital additions


(91
)


(10,442
)


(24,779
)






(35,312
)Repurchase of common stock in going-private merger transaction


(137
)














(137
)Cash flow provided by (used in) investing activities


754



(10,401
)


6,174







(3,473
)FINANCING ACTIVITIESShort-term debt repayments, net of borrowings






(14,036
)


(774
)


4,814



(9,996
)Long-term debt borrowings, net of debt issuance costs


603,800







49







603,849Long-term debt repayments


(601,325
)


(23
)


(5,877
)






(607,225
)Dividends paid to noncontrolling interests










(1,194
)






(1,194
)Cash flow provided by (used in) financing activities


2,475



(14,059
)


(7,796
)


4,814



(14,566
)Effect of foreign currency exchange rate changes on cash










916







916Increase (decrease) in cash and cash equivalents


1,604







(26,123
)


4,814



(19,705
)Cash and cash equivalents at beginning of period


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
18,028


$



$
69,678


$
(10,350
)

$
77,356  34




---



##### Table of Contents



Item 2. MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  Overview
    
    Dole reduced its total net debt outstanding by $145 million
    during the second quarter of 2009. Total net debt is defined as
    total debt less cash and cash equivalents. Over the last five
    quarters, Dole reduced its total net debt outstanding by
    $480 million, or 20%, as a result of monetizing non-core
    assets, cost cutting initiatives and improved earnings. Net debt
    at the end of the second quarter of 2009 was $1.9 billion
    and there were no amounts outstanding under the asset based
    revolving credit facility (ABL revolver).
    Cash flows provided by operating activities for the first half
    of 2009 were $209.3 million compared to cash flows used in
    operating activities of $2.6 million. Cash flows provided
    by operating activities increased primarily due to higher
    operating income and better working capital management.
    Net revenues for the second quarter of 2009 were
    $1.7 billion compared to $2 billion in the second
    quarter of 2008. The primary reasons for the decrease were the
    sale of our JP Fresh and Dole France ripening and distribution
    subsidiaries (divested businesses), and unfavorable
    foreign currency exchange movements in selling locations.
    Excluding the net impact of unrealized hedging activity and
    gains on asset sales, operating income totaled
    $107.1 million in the second quarter of 2009, an
    improvement of $5.8 million, or 6%, over the second quarter
    of 2008. Excluding the net impact of unrealized hedging activity
    and gains on asset sales, operating income totaled
    $200.8 million for the first half of 2009, an increase of
    29% over the first half of 2008.
    During the second quarter of 2009, fresh fruit earnings
    excluding unrealized hedging activity and gains on asset sales
    were $103 million, an improvement of approximately
    $1 million compared to strong 2008 operating results.
    Favorable market pricing worldwide offset increases in costs due
    to unfavorable weather conditions in Latin America.
    Excluding the net impact of unrealized hedging activity,
    packaged foods operating performance improved by
    $9.5 million during the second quarter of 2009. Earnings
    grew due to improved pricing and lower product and distribution
    costs.
    Packaged salads operating results in the second quarter of 2009
    improved over the prior year as improved utilization and more
    efficient distribution were offset by increased marketing,
    general and administrative expenditures. Commodity vegetables
    earnings decreased over the prior year mainly due to lower
    pricing for celery and strawberries.
    During the third quarter of 2009, Dole signed letters of intent
    to sell certain operating properties in Latin America for
    approximately $68 million. Dole anticipates that the sales of
    these properties will not have a significant impact on ongoing
    earnings.
    There were also favorable developments in legal proceedings:  
    On June 17, 2009, Los Angeles Superior Court Judge Chaney
    dismissed with prejudice two remaining lawsuits brought on
    behalf of Nicaraguan plaintiffs who had falsely claimed they
    were sterile as a result of exposure to DBCP on Dole-contracted
    Nicaraguan banana farms, finding that the plaintiffs, and
    certain of their attorneys, fabricated their claims, engaged in
    a long-running conspiracy to commit a fraud on the court, used
    threats of violence to frighten witnesses and suppress the
    truth, and conspired with corrupt Nicaraguan judges, depriving
    Dole and the other companies of due process.
    On June 9, 2009, the First Circuit Court of Hawaii
    dismissed the Patrickson case, which had involved ten plaintiffs
    from Honduras, Costa Rica, Ecuador and Guatemala, finding that
    their DBCP claims were time-barred by the statute of limitations. 35




---



##### Table of Contents




    In seven cases pending in Los Angeles involving 672 claimants
    from Ivory Coast, where Dole did not operate when DBCP was in
    use, on July 17, 2009, plaintiffs counsel filed a
    motion to withdraw as counsel of record in response to a witness
    who has come forward alleging fraud.
    On July 7, 2009, the California Second District Court of
    Appeals issued an order to show cause why the $1.58 million
    judgment issued against Dole in 2008 should not be vacated and
    judgment be entered in defendants favor on the grounds
    that the judgment was procured through fraud.  Results
    of Operations
    Quarter Ended


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


2008(In thousands)Revenues, net

$
1,714,722


$
1,994,943


$
3,311,312


$
3,723,288Operating income


108,331



121,664



231,430



175,024Other income (expense), net


(33,046
)


23,653



(11,094
)


(5,058
)Interest expense


(50,242
)


(41,245
)


(87,788
)


(84,742
)Income taxes


(8,963
)


69,577



(17,011
)


60,200Income from discontinued operations, net of income taxes


265



4,318



387



1,497Gain on disposal of discontinued operations, net of income taxes










1,308



Net income attributable to Dole Food Company, Inc.


20,145



180,754



122,965



151,809   Revenues
  ®
    Operating
    Income
   36




---



##### Table of Contents



Other
    Income (Expense), Net
      Interest
    Expense
    Income
    Taxes
    Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
 37




---



##### Table of Contents



Segment
    Results of Operations
        Quarter Ended


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


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

$
1,221,433


$
1,466,922


$
2,343,415


$
2,695,450Fresh vegetables


258,087



279,643



491,529



510,672Packaged foods


234,892



248,118



475,742



516,623Corporate


310



260



626



543$
1,714,722


$
1,994,943


$
3,311,312


$
3,723,288   Quarter Ended


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


2008(In thousands)EBIT:Fresh fruit

$
96,466


$
131,266


$
195,288


$
184,153Fresh vegetables


(3,509
)


1,531



12,964



(1,939
)Packaged foods


23,998



6,814



45,888



30,999Total operating segments


116,955



139,611



254,140



213,213Corporate:Unrealized gain (loss) on cross currency swap


(24,419
)


19,001



(6,703
)


(13,353
)Operating and other expenses


(12,474
)


(9,853
)


(19,494
)


(23,680
)Corporate


(36,893
)


9,148



(26,197
)


(37,033
)Interest expense


(50,242
)


(41,245
)


(87,788
)


(84,742
)Income taxes


(8,963
)


69,577



(17,011
)


60,200Income from continuing operations

$
20,857


$
177,091


$
123,144


$
151,638  38




---



##### Table of Contents



Fresh
    Fruit
      Fresh
    Vegetables
     39




---



##### Table of Contents



Packaged
    Foods
      Corporate
    Discontinued
    Operations
   40




---



##### Table of Contents



Quarter Ended


Quarter EndedJune 20, 2009


June 14, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
401


$
29,063


$
3,148


$
32,211Income (loss) before income taxes

$
315


$
(5,896
)

$
(294
)

$
(6,190
)Income taxes


(50
)


10,396



112



10,508Income (loss) from discontinued operations, net of income taxes

$
265


$
4,500


$
(182
)

$
4,318   Half Year Ended


Half Year EndedJune 20, 2009


June 14, 2008Fresh-Cut


Fresh-CutFlowers


Flowers


Citrus


Total(In thousands)Revenues

$
3,181


$
62,879


$
5,020


$
67,899Income (loss) before income taxes

$
474


$
(9,037
)

$
(251
)

$
(9,288
)Income taxes


(87
)


10,691



94



10,785Income (loss) from discontinued operations, net of income taxes

$
387


$
1,654


$
(157
)

$
1,497Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$



$
   Fresh-Cut
    Flowers
    Liquidity
    and Capital Resources
       41




---



##### Table of Contents



and/or
      and/or
   42




---



##### Table of Contents



Other
    Matters
  Recently Issued and Adopted Accounting
    Pronouncements:
  European Union (EU) Banana Import
    Regime:
          Derivative Instruments and Hedging
    Activities:
  Accounting for Derivative Instruments
    and Hedging Activities, as amended
 43




---



##### Table of Contents



Quarter Ended June 20, 2009


Quarter Ended June 14, 2008Foreign


Bunker


Cross





Foreign


Bunker


CrossCurrency


Fuel


Currency





Currency


Fuel


CurrencyHedges


Hedges


Swap


Total


Hedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(2,357
)

$
3,101


$



$
744


$
14,192


$
3,613


$



$
17,805Packaged foods


346











346



(7,224
)










(7,224
)Corporate










(24,419
)


(24,419
)










19,001



19,001$
(2,011
)

$
3,101


$
(24,419
)

$
(23,329
)

$
6,968


$
3,613


$
19,001


$
29,582   Half Year Ended June 20, 2009


Half Year Ended June 14, 2008Foreign


Bunker


Cross





Foreign


Bunker


CrossCurrency


Fuel


Currency





Currency


Fuel


CurrencyHedges


Hedges


Swap


Total


Hedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
6,993


$
6,342


$



$
13,335


$
4,237


$
4,051


$



$
8,288Packaged foods


498











498



(1,062
)










(1,062
)Corporate










(6,703
)


(6,703
)










(13,353
)


(13,353
)$
7,491


$
6,342


$
(6,703
)

$
7,130


$
3,175


$
4,051


$
(13,353
)

$
(6,127
)     Supplemental
    Financial Information
    June 20,


January 3,2009


2009(In thousands)Balance Sheet Data:Total working capital (current assets less current liabilities)

$
491,731


$
531,047Total assets

$
4,223,840


$
4,364,619Total debt

$
2,011,061


$
2,204,093Total shareholders equity

$
555,455


$
433,159   Quarter Ended


Half Year EndedJune 20,


June 14,


June 20,


June 14,2009


2008


2009


2008(In thousands)Other Financial Data:Operating income

$
108,331


$
121,664


$
231,430


$
175,024Depreciation and amortization from continuing operations


27,893



31,353



54,822



64,441Operating Income Before Depreciation and Amortization
    (OIBDA)


136,224



153,017



286,252



239,465Net unrealized gain on hedges


(1,090
)


(10,581
)


(13,833
)


(7,226
)Adjusted OIBDA

$
135,134


$
142,436


$
272,419


$
232,239Adjusted OIBDA margin


7.9
%


7.1
%


8.2
%


6.2
%Capital expenditures from continuing operations

$
9,610


$
13,412


$
17,581


$
23,847  44




---



##### Table of Contents



Form 10-Q.
      Form 10-K Form 10-Q
 Item 3. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
 Item 4. CONTROLS
    AND PROCEDURES  Rule 15d-15(e)
 45




---



##### Table of Contents



PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-Q,
  Adverse
    weather conditions, natural disasters, crop disease, pests and
    other natural conditions can impose significant costs and losses
    on our business.
      Our
    business is highly competitive and we cannot assure you that we
    will maintain our current market share.
      
    Some of our competitors may have greater operating flexibility
    and, in certain cases, this may permit them to respond better or
    more quickly to changes in the industry or to introduce new
    products and packaging more quickly and with greater marketing
    support.
    Several of our packaged food product lines are sensitive to
    competition from national or regional brands, and many of our
    product lines compete with imports, private label products and
    fresh alternatives.
    We cannot predict the pricing or promotional actions of our
    competitors or whether those actions will have a negative effect
    on us.   46




---



##### Table of Contents



Our
    earnings are sensitive to fluctuations in market prices and
    demand for our products.
        Our
    earnings are subject to seasonal variability.
    
    the seasonality of our supplies and consumer demand;
    the ability to process products during critical harvest
    periods; and
    the timing and effects of ripening and perishability.    Currency
    exchange fluctuations may impact the results of our
    operations.
  yen-to-U.S. dollar euro-to-U.S. dollar
  Increases
    in commodity or raw product costs, such as fuel, paper, plastics
    and resins, could adversely affect our operating
    results.
     47




---



##### Table of Contents



We face
    risks related to our former use of the pesticide DBCP.
  Form 10-Q.
  Our
    substantial indebtedness could adversely affect our operations,
    including our ability to perform our obligations under the notes
    and our other debt obligations.
    
    make it more difficult for us to satisfy our obligations,
    including the obligations relating to our debt obligations;
    limit our ability to borrow additional amounts in the future for
    working capital, capital expenditures, acquisitions, debt
    service requirements, execution of our growth strategy or other
    purposes or make such financing more costly;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, which would
    reduce the availability of our cash flow to fund future working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    expose us to the risk of increased interest rates, as certain of
    our borrowings are at variable rates of interest;
    require us to sell assets (beyond those assets currently
    classified as assets
    held-for-sale)
    to reduce indebtedness or influence our decisions about whether
    to do so;
    increase our vulnerability to competitive pressures and to
    general adverse economic and industry conditions, including
    fluctuations in market interest rates or a downturn in our
    business;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industries in which we operate;
    restrict us from making strategic acquisitions or pursuing
    business opportunities;
    place us at a disadvantage compared to our competitors that have
    relatively less indebtedness; and
    limit, along with the restrictive covenants in our credit
    facilities and debt security indentures, among other things, our
    ability to borrow additional funds. 48




---



##### Table of Contents



Restrictive
    covenants in our debt instruments restrict or prohibit our
    ability to engage in or enter into a variety of transactions,
    which could adversely restrict our financial and operating
    flexibility and subject us to other risks.
    
    incur additional indebtedness;
    make restricted payments (including paying dividends on,
    redeeming or repurchasing our capital stock);
    issue preferred stock of subsidiaries;
    make certain investments or acquisitions;
    create liens on our assets to secure debt;
    engage in certain types of transactions with affiliates;
    place restrictions on the ability of restricted subsidiaries to
    make payments to us;
    merge, consolidate or transfer substantially all of our
    assets; and
    transfer and sell assets.         49




---



##### Table of Contents



We may be
    unable to generate sufficient cash flow to service our debt
    obligations.
    
    economic and competitive conditions;
    changes in laws and regulations;
    operating difficulties, increased operating costs or pricing
    pressures we may experience; and
    delays in implementing any strategic projects.      and/or
 50




---



##### Table of Contents



A breach
    of a covenant or other provision or failure to repay, extend or
    refinance under loan agreements of our parent and an affiliate
    of its majority stockholder may result in a default under our
    senior secured credit facilities.
       51




---



##### Table of Contents



We may
    not have sufficient funds, or be permitted by our senior secured
    credit facilities, to repurchase our senior notes due 2010, our
    senior notes due 2011, our debentures due 2013 and/or our senior
    secured notes due 2014 upon a change of control.
        Some of
    our debt, including the borrowings under our senior secured
    credit facilities, is based on variable rates of interest, which
    could result in higher interest expenses in the event of an
    increase in interest rates.
    The
    financing arrangements for the going-private merger transactions
    in 2003 may increase our exposure to tax
    liability.
    We face
    other risks in connection with our international
    operations.
   52




---



##### Table of Contents




    foreign countries could change laws and regulations or impose
    currency restrictions and other restraints;
    in some countries, there is a risk that the government may
    expropriate assets;
    some countries impose burdensome tariffs and quotas;
    political changes and economic crises may lead to changes in the
    business environment in which we operate;
    international conflict, including terrorist acts, could
    significantly impact our business, financial condition and
    results of operations;
    in some countries, our operations are dependent on leases and
    other agreements; and
    economic downturns, political instability and war or civil
    disturbances may disrupt production and distribution logistics
    or limit sales in individual markets.    Form 10-Q.
  We may be
    required to pay significant penalties under European antitrust
    laws.
      Form 10-Q.
  Terrorism
    and the uncertainty of war may have a material adverse effect on
    our operating results.
   53




---



##### Table of Contents



Our
    worldwide operations and products are highly regulated in the
    areas of food safety and protection of human health and the
    environment.
  day-to-day
  We are
    subject to the risk of product liability claims.
    We are
    subject to transportation risks.
    The use
    of herbicides and other potentially hazardous substances in our
    operations may lead to environmental damage and result in
    increased costs to us.
   54




---



##### Table of Contents



Events or
    rumors relating to the DOLE brand could significantly impact our
    business.
  and/or
  A portion
    of our workforce is unionized and labor disruptions could
    decrease our profitability.
    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 55




---



##### 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)
   56




---



##### 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 57