##### Table of Contents









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 1934 
|                                                  
|For the quarterly period ended October 9,
    2004
|                                                  
|or                                                
|                                                  
|o                                                  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                  
|For the transition period
    from           to   

Commission File Number 1-4455

Dole Food Company, Inc.

(Exact name of registrant as specified in its
charter)


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

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes o          No þ

Indicate the number of shares outstanding of each
of the issuers classes of common stock, as of the latest
practicable date.

|                               |  |                                            
|------------------------------ |  | -------------------------------------------
|Class                          |  | Shares Outstanding at November 18,
    2004
|Common Stock, $0.001 Par Value |  | 1,000                                      



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DOLE FOOD COMPANY, INC.

INDEX

|             |         |                                                                                                                                                                                                                   |                                                                                           |        |    |    | 
|------------ | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------ | -- | -- | 
|             |         |                                                                                                                                                                                                                   |                                                                                           | Page  
|             |         |                                                                                                                                                                                                                   |                                                                                           | Number
|             |         |                                                                                                                                                                                                                   |                                                                                           |       
|PART I       |         | Financial
    Information                                                                                                                                                                                         |                                                                                           |        |    |   
|             | Item 1. |                                                                                                                                                                                                                   | Financial Statements                                                                      |        |    |    | 
|             |         | Condensed Consolidated
    Statements of Operations  Quarters Ended
    October 9, 2004 (Successor) and October 4, 2003
    (Successor)                                                                          |                                                                                           |        | 3  |   
|             |         | Condensed Consolidated
    Statements of Operations  Three Quarters Ended
    October 9, 2004 (Successor), Two Quarters Ended
    October 4, 2003 (Successor) and Quarter Ended
    March 22, 2003 (Predecessor) |                                                                                           |        | 4  |   
|             |         | Condensed Consolidated
    Balance Sheets  October 9, 2004 (Successor) and
    January 3, 2004 (Successor)                                                                                                       |                                                                                           |        | 5  |   
|             |         | Condensed Consolidated
    Statements of Cash Flows  Three Quarters Ended
    October 9, 2004 (Successor), Two Quarters Ended
    October 4, 2003 (Successor) and Quarter Ended
    March 22, 2003 (Predecessor) |                                                                                           |        | 6  |   
|             |         | Notes to Condensed
    Consolidated Financial Statements                                                                                                                                                          |                                                                                           |        | 7  |   
|             | Item 2. |                                                                                                                                                                                                                   | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |        |    | 27 | 
|             | Item 3. |                                                                                                                                                                                                                   | Quantitative and Qualitative
    Disclosures About Market Risk                            |        |    | 37 | 
|             | Item 4. |                                                                                                                                                                                                                   | Controls and Procedures                                                                   |        |    | 37 | 
|            
|PART II      |         | Other
    Information                                                                                                                                                                                             |                                                                                           |        |    |   
|             | Item 1. |                                                                                                                                                                                                                   | Legal Proceedings                                                                         |        |    | 37 | 
|             | Item 4. |                                                                                                                                                                                                                   | Submission of Matters to a
    Vote of Security Holders                                   |        |    | 38 | 
|             | Item 5. |                                                                                                                                                                                                                   | Other Information                                                                         |        |    | 39 | 
|             | Item 6. |                                                                                                                                                                                                                   | Exhibits and Reports on
    Form 8-K                                                      |        |    | 39 | 
|             |         | Signatures                                                                                                                                                                                                        |                                                                                           |        | 40 |   
|             |         | Exhibit Index                                                                                                                                                                                                     |                                                                                           |        | 41 |   
|             |         | Certification by the
    Chairman and Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                                                                                       |                                                                                           |        |    |   
|             |         | Certification by the Vice
    President and Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 |                                                                                           |        |    |   
|             |         | Certification by the
    Chairman and Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002                                                                                       |                                                                                           |        |    |   
|             |         | Certification by the Vice
    President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002                                                                                 |                                                                                           |        |    |   
|EXHIBIT 31.1
|EXHIBIT 31.2
|EXHIBIT 32.1
|EXHIBIT 32.2



On March 28, 2003, Dole Food Company, Inc.
and its consolidated subsidiaries (the Company)
completed the going-private merger transaction with DHM Holding
Company, Inc. (HoldCo) described in Note 1 to
the Condensed Consolidated Financial Statements. As a result of
this transaction, the Companys results of operations,
financial position and cash flows prior to the date of the
going-private merger transaction are presented as the
Predecessor. The going-private merger transaction
and the Companys results of operations, financial position
and cash flows thereafter are presented as the
Successor.

2



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##### Table of Contents






PART I.

FINANCIAL INFORMATION





ITEM 1.     FINANCIAL
STATEMENTS

DOLE FOOD COMPANY, INC.





CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands)


|                                                               |                                   |               |           |            |   |   |           |         | 
|-------------------------------------------------------------- | --------------------------------- | ------------- | --------- | ---------- | - | - | --------- | ------- | 
|                                                               |                                   |              
|                                                               |                                   | Quarter Ended
|                                                               |                                   |              
|                                                               |                                   | October 9,    |           | October 4,
|                                                               |                                   | 2004          |           | 2003      
|                                                               |                                   |               |           |           
|                                                               |                                   | Successor     |           | Successor 
|                                                               |                                   |               |           |           
|Revenues, net                                                  |                                   | $             | 1,521,504 |            |   | $ | 1,357,861 |        
|Cost of products sold                                          |                                   |               | 1,351,926 |            |   |   | 1,176,299 |        
|                                                               |                                   |               |           |            |   |   |           |        
|                                                               | Gross margin                      |               |           | 169,578    |   |   |           | 181,562 | 
|Selling, marketing and general and administrative
    expenses |                                   |               | 125,042   |            |   |   | 125,664   |        
|                                                               |                                   |               |           |            |   |   |           |        
|                                                               | Operating income                  |               |           | 44,536     |   |   |           | 55,898  | 
|Other income (expense), net                                    |                                   |               | (59       | )          |   |   | 409       |        
|Interest income                                                |                                   |               | 1,417     |            |   |   | 1,755     |        
|Interest expense                                               |                                   |               | 47,426    |            |   |   | 48,993    |        
|                                                               |                                   |               |           |            |   |   |           |        
|                                                               | Income (loss) before income taxes |               |           | (1,532     | ) |   |           | 9,069   | 
|Income taxes                                                   |                                   |               | (6,465    | )          |   |   | 1,539     |        
|                                                               |                                   |               |           |            |   |   |           |        
|                                                               | Net income                        |               | $         | 4,933      |   |   | $         | 7,530   | 
|                                                               |                                   |               |           |            |   |   |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

3



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands)


|                                                               |                            |                |           |              |  |             |           |         |  |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | -------------- | --------- | ------------ |  | ----------- | --------- | ------- |  | - | --------- | ------- | 
|                                                               |                            | Three Quarters |           | Two Quarters |  | Quarter    
|                                                               |                            | Ended          |           | Ended        |  | Ended      
|                                                               |                            | October 9,     |           | October 4,   |  | March 22,  
|                                                               |                            | 2004           |           | 2003         |  | 2003       
|                                                               |                            |                |           |              |  |            
|                                                               |                            | Successor      |           | Successor    |  | Predecessor
|                                                               |                            |                |           |              |  |            
|Revenues, net                                                  |                            | $              | 4,092,047 |              |  | $           | 2,574,683 |         |  | $ | 1,073,170 |        
|Cost of products sold                                          |                            |                | 3,502,479 |              |  |             | 2,225,059 |         |  |   | 895,039   |        
|                                                               |                            |                |           |              |  |             |           |         |  |   |           |        
|                                                               | Gross margin               |                |           | 589,568      |  |             |           | 349,624 |  |   |           | 178,131 | 
|Selling, marketing and general and administrative
    expenses |                            |                | 319,836   |              |  |             | 225,147   |         |  |   | 89,341    |        
|                                                               |                            |                |           |              |  |             |           |         |  |   |           |        
|                                                               | Operating income           |                |           | 269,732      |  |             |           | 124,477 |  |   |           | 88,790  | 
|Other income (expense), net                                    |                            |                | (792      | )            |  |             | (9,778    | )       |  |   | 2,045     |        
|Interest income                                                |                            |                | 3,213     |              |  |             | 2,867     |         |  |   | 2,700     |        
|Interest expense                                               |                            |                | 116,820   |              |  |             | 86,772    |         |  |   | 19,647    |        
|                                                               |                            |                |           |              |  |             |           |         |  |   |           |        
|                                                               | Income before income taxes |                |           | 155,333      |  |             |           | 30,794  |  |   |           | 73,888  | 
|Income taxes                                                   |                            |                | 21,623    |              |  |             | 5,363     |         |  |   | 13,100    |        
|                                                               |                            |                |           |              |  |             |           |         |  |   |           |        
|                                                               | Net income                 |                | $         | 133,710      |  |             | $         | 25,431  |  |   | $         | 60,788  | 
|                                                               |                            |                |           |              |  |             |           |         |  |   |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

4



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED BALANCE
SHEETS


(Unaudited)


(In thousands, except share data)


|                                                                                            |                                                                                      |                                                |           |            |           |  |           |         |           | 
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ---------------------------------------------- | --------- | ---------- | --------- |  | --------- | ------- | --------- | 
|                                                                                            |                                                                                      | October 9,                                     |           | January 3,
|                                                                                            |                                                                                      | 2004                                           |           | 2004      
|                                                                                            |                                                                                      |                                                |           |           
|                                                                                            |                                                                                      | Successor                                      |           | Successor 
|                                                                                            |                                                                                      |                                                |           |           
|ASSETS                                                                                     
|Current Assets:                                                                             |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Cash and cash equivalents                                                            |                                                | $         | 80,355     |           |  | $         | 33,482  |          
|                                                                                            | Receivables, net of allowances of $67,614 and
    $70,596                            |                                                |           | 595,728    |           |  |           | 560,249 |          
|                                                                                            | Inventories                                                                          |                                                |           | 474,564    |           |  |           | 409,805 |          
|                                                                                            | Prepaid expenses                                                                     |                                                |           | 47,393     |           |  |           | 54,562  |          
|                                                                                            | Deferred income tax assets                                                           |                                                |           | 45,506     |           |  |           | 48,075  |          
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total current assets                           |           |            | 1,243,546 |  |           |         | 1,106,173 | 
|Investments                                                                                 |                                                                                      |                                                | 87,380    |            |           |  | 83,059    |        
|Property, plant and equipment, net of accumulated
    depreciation of $552,386 and $393,965 |                                                                                      |                                                | 1,497,510 |            |           |  | 1,469,879 |        
|Goodwill and intangible assets, net                                                         |                                                                                      |                                                | 1,234,740 |            |           |  | 1,188,610 |        
|Other assets, net                                                                           |                                                                                      |                                                | 142,321   |            |           |  | 140,163   |        
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total assets                                   |           | $          | 4,205,497 |  |           | $       | 3,987,884 | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                           
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                                   
|Current Liabilities:                                                                        |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Accounts payable and accrued liabilities                                             |                                                | $         | 732,073    |           |  | $         | 779,242 |          
|                                                                                            | Current portion of long-term debt                                                    |                                                |           | 30,871     |           |  |           | 45,627  |          
|                                                                                            | Notes payable                                                                        |                                                |           | 1,602      |           |  |           | 1,948   |          
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total current liabilities                      |           |            | 764,546   |  |           |         | 826,817   | 
|Long-term debt                                                                              |                                                                                      |                                                | 1,837,855 |            |           |  | 1,803,525 |        
|Deferred income tax liabilities                                                             |                                                                                      |                                                | 422,859   |            |           |  | 451,431   |        
|Other long-term liabilities                                                                 |                                                                                      |                                                | 477,145   |            |           |  | 422,924   |        
|Minority interests                                                                          |                                                                                      |                                                | 29,425    |            |           |  | 26,759    |        
|Contingencies (Note 10)                                                                     |                                                                                      |                                                |           |            |           |  |           |        
|Shareholders equity:                                                                       |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Common stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding |                                                |           |           |           |  |           |        |          
|                                                                                            | Additional paid-in capital                                                           |                                                |           | 440,032    |           |  |           | 340,032 |          
|                                                                                            | Retained earnings                                                                    |                                                |           | 225,437    |           |  |           | 118,033 |          
|                                                                                            | Accumulated other comprehensive income (loss)                                        |                                                |           | 8,198      |           |  |           | (1,637  | )        
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total shareholders equity                     |           |            | 673,667   |  |           |         | 456,428   | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total liabilities and shareholders
    equity |           | $          | 4,205,497 |  |           | $       | 3,987,884 | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

5



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(Unaudited)


(In thousands)


|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |         |  
|-------------------------------------------------------------------------------------------------- | ---------------------------------------- | -------------- | -------- | ------------ | - | ----------- | ---------- | ------ | - | - | ------- | ------- | -
|                                                                                                   |                                          | Three Quarters |          | Two Quarters |   | Quarter    
|                                                                                                   |                                          | Ended          |          | Ended        |   | Ended      
|                                                                                                   |                                          | October 9,     |          | October 4,   |   | March 22,  
|                                                                                                   |                                          | 2004           |          | 2003         |   | 2003       
|                                                                                                   |                                          |                |          |              |   |            
|                                                                                                   |                                          | Successor      |          | Successor    |   | Predecessor
|                                                                                                   |                                          |                |          |              |   |            
|Operating activities                                                                               |                                          |                |          |              |   |             |            |        |   |   |         |        
|Net income                                                                                         |                                          | $              | 133,710  |              |   | $           | 25,431     |        |   | $ | 60,788  |        
|Adjustments to reconcile net income to cash flow
    provided by operating activities:             |                                          |                |          |              |   |             |            |        |   |   |         |        
|                                                                                                   | Depreciation and amortization            |                |          | 109,783      |   |             |            | 73,794 |   |   |         | 25,051  |  
|                                                                                                   | Purchase accounting step-up of inventory |                |          | 3,739        |   |             |            | 50,431 |   |   |         |        |  
|                                                                                                   | Net (gain) loss on disposal of assets    |                |          | (6,135       | ) |             |            | (305   | ) |   |         | 1,884   |  
|                                                                                                   | Equity earnings                          |                |          | (8,042       | ) |             |            | (4,754 | ) |   |         | (2,922  | )
|                                                                                                   | Provision for deferred income taxes      |                |          | 1,333        |   |             |            | 11,437 |   |   |         | 2,201   |  
|                                                                                                   | Write-off of debt issuance costs         |                |          | 2,656        |   |             |            | 12,552 |   |   |         |        |  
|                                                                                                   | Amortization of debt issuance costs      |                |          | 6,935        |   |             |            | 4,629  |   |   |         | 244     |  
|                                                                                                   | Other                                    |                |          | 8,988        |   |             |            | 5,625  |   |   |         | 2,616   |  
|Changes in operating assets and liabilities, net
    of effects from non-cash transactions:        |                                          |                |          |              |   |             |            |        |   |   |         |        
|                                                                                                   | Receivables                              |                |          | (41,914      | ) |             |            | 77,487 |   |   |         | (78,749 | )
|                                                                                                   | Inventories                              |                |          | (23,149      | ) |             |            | 49,329 |   |   |         | (6,195  | )
|                                                                                                   | Prepaid expenses and other assets        |                |          | 3,308        |   |             |            | (1,770 | ) |   |         | (5,254  | )
|                                                                                                   | Accounts payable and accrued liabilities |                |          | (27,489      | ) |             |            | (7,187 | ) |   |         | 5,253   |  
|                                                                                                   | Other long-term liabilities              |                |          | 14,724       |   |             |            | 3,501  |   |   |         | (3,104  | )
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Cash flow provided by operating activities                                                         |                                          |                | 178,447  |              |   |             | 300,200    |        |   |   | 1,813   |        
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Investing activities                                                                               |                                          |                |          |              |   |             |            |        |   |   |         |        
|Proceeds from sales of assets                                                                      |                                          |                | 9,168    |              |   |             | 49,128     |        |   |   | 1,743   |        
|Investments and acquisitions                                                                       |                                          |                | (172,764 | )            |   |             | 6,532      |        |   |   |        |        
|Capital additions                                                                                  |                                          |                | (57,503  | )            |   |             | (62,668    | )      |   |   | (4,235  | )      
|Repurchase of common stock and settlement of
    stock options in going-private merger transaction |                                          |                | (1,300   | )            |   |             | (1,470,184 | )      |   |   |        |        
|Transaction costs paid in going-private merger
    transaction                                     |                                          |                | (345     | )            |   |             | (66,494    | )      |   |   |        |        
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Cash flow used in investing activities                                                             |                                          |                | (222,744 | )            |   |             | (1,543,686 | )      |   |   | (2,492  | )      
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Financing activities                                                                               |                                          |                |          |              |   |             |            |        |   |   |         |        
|Short-term debt borrowings                                                                         |                                          |                | 31,387   |              |   |             | 5,224      |        |   |   | 7,936   |        
|Short-term debt repayments                                                                         |                                          |                | (31,697  | )            |   |             | (14,537    | )      |   |   | (6,834  | )      
|Long-term debt borrowings, net of debt issuance
    costs                                          |                                          |                | 589,689  |              |   |             | 1,797,112  |        |   |   | 5,034   |        
|Long-term debt repayments                                                                          |                                          |                | (570,702 | )            |   |             | (1,241,274 | )      |   |   | (6,777  | )      
|Capital contributions                                                                              |                                          |                | 100,000  |              |   |             | 125,000    |        |   |   |        |        
|Proceeds from issuance of common stock                                                             |                                          |                |         |              |   |             |           |        |   |   | 2,768   |        
|Dividends paid to minority shareholders                                                            |                                          |                | (5,464   | )            |   |             | (5,331     | )      |   |   |        |        
|Dividends paid                                                                                     |                                          |                | (20,000  | )            |   |             |           |        |   |   | (8,440  | )      
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Cash flow provided by (used in) financing
    activities                                           |                                          |                | 93,213   |              |   |             | 666,194    |        |   |   | (6,313  | )      
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Effect of foreign exchange rate changes on cash
    and cash equivalents                           |                                          |                | (2,043   | )            |   |             | 3,358      |        |   |   | 1,025   |        
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Increase (decrease) in cash and cash equivalents                                                   |                                          |                | 46,873   |              |   |             | (573,934   | )      |   |   | (5,967  | )      
|Cash and cash equivalents at beginning of period                                                   |                                          |                | 33,482   |              |   |             | 641,000    |        |   |   | 646,967 |        
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        
|Cash and cash equivalents at end of period                                                         |                                          | $              | 80,355   |              |   | $           | 67,066     |        |   | $ | 641,000 |        
|                                                                                                   |                                          |                |          |              |   |             |            |        |   |   |         |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

6



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##### Table of Contents



DOLE FOOD COMPANY, INC.




NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)




|   |                      
|-- | ---------------------
|1. | BASIS OF PRESENTATION

In the opinion of management, the accompanying
unaudited condensed consolidated financial statements of Dole
Food Company, Inc. and its consolidated subsidiaries
(Dole or the Company) include all
adjustments necessary, which are of a normal recurring nature,
to present fairly the Companys financial position as of
October 9, 2004 and January 3, 2004; its results of
operations for the quarters ended October 9, 2004 and
October 4, 2003 and three quarters ended October 9,
2004, two quarters ended October 4, 2003 and quarter ended
March 22, 2003; and its cash flows for the three quarters
ended October 9, 2004, two quarters ended October 4,
2003 and quarter ended March 22, 2003. The Company operates
under a 52/ 53-week year. The quarters ended October 9,
2004 and October 4, 2003 are sixteen weeks in duration. For
a summary of significant accounting policies used in the
preparation of these financial statements, refer to the Notes to
Consolidated Financial Statements in Item 8 of the
Companys Annual Report on Form 10-K
(Form 10-K) for the year ended January 3,
2004.

On March 28, 2003, the Company completed the
going-private merger transaction with DHM Holding Company, Inc.
(HoldCo) described in the Companys
Form 10-K for the year ended January 3, 2004. As a
result of this transaction, the Companys results of
operations, financial position and cash flows prior to the date
of the going-private merger transaction are presented as the
Predecessor. The going-private merger transaction
and the Companys results of operations, financial position
and cash flows thereafter are presented as the
Successor.

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed down to the Company. For convenience,
the allocation of the purchase price was done as of
March 23, 2003, the first day of the Companys 2003
second fiscal quarter.

Interim results are subject to seasonal
variations and are not necessarily indicative of the results of
operations for a full year. The Companys operations are
sensitive to a number of factors including weather-related
phenomena and their effects on industry volumes, prices, product
quality and costs. Operations are also sensitive to fluctuations
in currency exchange rates in both sourcing and selling
locations as well as economic crises and security risks in
developing countries. For additional information on market risks
and related matters affecting the Companys financial
position and results of operations, refer to the Companys
Form 10-K for the year ended January 3, 2004.

Certain prior year amounts have been reclassified
to conform with the 2004 presentation.



|   |             
|-- | ------------
|2. | INCOME TAXES

As a result of the consummation of the
going-private merger transaction described in Note 1,
income tax expense of $13.1 million for the quarter ended
March 22, 2003 was based on earnings for the period from
December 29, 2002 through March 22, 2003, to reflect
the final separate financial reporting period for the Company in
its predecessor form. After the consummation of the
going-private merger transaction, the results of operations are
attributable to the new successor company.

For the periods presented, the Companys
effective income tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower
than the U.S. rate. No U.S. taxes have been provided
on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

7



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |            
|-- | -----------
|3. | INVENTORIES

The major classes of inventories were as follows
(in thousands):

|                                   |  |            |         |            |  |   |         | 
|---------------------------------- |  | ---------- | ------- | ---------- |  | - | ------- | 
|                                   |  | October 9, |         | January 3,
|                                   |  | 2004       |         | 2004      
|                                   |  |            |         |           
|                                   |  | Successor  |         | Successor 
|                                   |  |            |         |           
|Finished products                  |  | $          | 234,079 |            |  | $ | 175,049 | 
|Raw materials and work in progress |  |            | 120,126 |            |  |   | 101,621 | 
|Crop-growing costs                 |  |            | 69,843  |            |  |   | 81,106  | 
|Operating supplies and other       |  |            | 50,516  |            |  |   | 52,029  | 
|                                   |  |            |         |            |  |   |         | 
|                                   |  | $          | 474,564 |            |  | $ | 409,805 | 
|                                   |  |            |         |            |  |   |         | 



|   |                                                          
|-- | ---------------------------------------------------------
|4. | BUSINESS ACQUISITION AND ALLOCATION OF
    PURCHASE PRICE

In June 2004, the Company acquired all of the
outstanding capital stock of Wood Holdings, Inc.
(JR Wood), a privately held frozen fruit
producer and manufacturer. The acquisition of JR Wood allows the
Company to expand its packaged foods product line and is a
natural extension of the Dole brand into the frozen fruit
section of the produce industry. The total purchase price,
including transaction expenses, was $171.7 million in cash.
This amount includes an estimate of $2.1 million payable to
the selling shareholders for the reimbursement of certain tax
liabilities incurred by the sellers as a result of the
transaction. The results of operations of JR Wood have been
included in the Companys consolidated results of
operations from June 8, 2004, the effective date of
acquisition. Pro forma financial information is not presented,
as it is not material.

The following represents the estimated
preliminary values attributable to the assets acquired and
liabilities assumed as of the date of the acquisition (in
thousands):

|                              |  |   |         | 
|----------------------------- |  | - | ------- | 
|Current assets                |  | $ | 61,248  | 
|Property, plant and equipment |  |   | 78,330  | 
|Intangible assets             |  |   | 10,150  | 
|Goodwill                      |  |   | 41,706  | 
|Other assets                  |  |   | 105     | 
|                              |  |   |         | 
|Total assets acquired         |  |   | 191,539 | 
|Current liabilities           |  |   | 19,741  | 
|Other long-term liabilities   |  |   | 87      | 
|                              |  |   |         | 
|Total liabilities assumed     |  |   | 19,828  | 
|                              |  |   |         | 
|Net assets acquired           |  | $ | 171,711 | 
|                              |  |   |         | 

Expected synergies of the combined operations and
the ability to readily leverage the Dole brand in the frozen
fruit business were the primary factors that contributed to a
purchase price that resulted in the recognition of goodwill.
Goodwill has been included in the Companys packaged foods
segment and is fully deductible for tax purposes over a 15-year
period.

The $10.1 million allocated to intangible
assets is a valuation of customer relationships with finite
lives. It is expected that these customer relationships will be
amortized over approximately 12 years. Refer to Note 5
for additional information on goodwill and acquired intangible
assets.

8



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |                               
|-- | ------------------------------
|5. | GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets were as follows
(in thousands):

|                  |  |            |           |            |  |   |           | 
|----------------- |  | ---------- | --------- | ---------- |  | - | --------- | 
|                  |  | October 9, |           | January 3,
|                  |  | 2004       |           | 2004      
|                  |  |            |           |           
|                  |  | Successor  |           | Successor 
|                  |  |            |           |           
|Goodwill          |  | $          | 493,460   |            |  | $ | 448,751   | 
|Intangible assets |  |            | 741,280   |            |  |   | 739,859   | 
|                  |  |            |           |            |  |   |           | 
|                  |  | $          | 1,234,740 |            |  | $ | 1,188,610 | 
|                  |  |            |           |            |  |   |           | 

The change in the carrying amount of goodwill is
attributable to the following (in thousands):

|                                                                                            |  |   |         |  |  |  |  | 
|------------------------------------------------------------------------------------------- |  | - | ------- |  |  |  |  | 
|Balance at January 3, 2004                                                                  |  | $ | 448,751 |  |  |  |  | 
|Acquisition of JR Wood (Note 4)                                                             |  |   | 41,706  |  |  |  |  | 
|Adjustment related to valuation allowances in
    going-private merger transaction (Note 1) |  |   | 2,970   |  |  |  |  | 
|Other changes                                                                               |  |   | 33      |  |  |  |  | 
|                                                                                            |  |   |         |  |  |  |  | 
|                                                                                            |  | $ | 493,460 |  |  |  |  | 
|                                                                                            |  |   |         |  |  |  |  | 

Details of the Companys intangible assets
were as follows (in thousands):

|                                                      |                                                          |            |         |            |  |   |         |         | 
|----------------------------------------------------- | -------------------------------------------------------- | ---------- | ------- | ---------- |  | - | ------- | ------- | 
|                                                      |                                                          | October 9, |         | January 3,
|                                                      |                                                          | 2004       |         | 2004      
|                                                      |                                                          |            |         |           
|                                                      |                                                          | Successor  |         | Successor 
|                                                      |                                                          |            |         |           
|Amortized intangible assets:                          |                                                          |            |         |            |  |   |         |        
|                                                      | Customer relationships                                   |            | $       | 38,501     |  |   | $       | 28,351  | 
|                                                      | Licenses                                                 |            |         | 20,688     |  |   |         | 20,688  | 
|                                                      | Other amortized intangible assets                        |            |         | 9,330      |  |   |         | 9,039   | 
|                                                      |                                                          |            |         |            |  |   |         |        
|                                                      |                                                          |            | 68,519  |            |  |   | 58,078  |        
|Accumulated amortization  customer
    relationships |                                                          |            | (4,693  | )          |  |   | (2,181  | )      
|Accumulated amortization  licenses                   |                                                          |            | (11,493 | )          |  |   | (5,747  | )      
|Other accumulated amortization                        |                                                          |            | (5,571  | )          |  |   | (4,809  | )      
|                                                      |                                                          |            |         |            |  |   |         |        
|Accumulated amortization  intangible
    assets      |                                                          |            | (21,757 | )          |  |   | (12,737 | )      
|Intangible assets, net                                |                                                          |            | 46,762  |            |  |   | 45,341  |        
|Unamortized intangible assets:                        |                                                          |            |         |            |  |   |         |        
|                                                      | Trademark, trade names and other related
    intangibles |            |         | 694,518    |  |   |         | 694,518 | 
|                                                      |                                                          |            |         |            |  |   |         |        
|Total intangible assets, net                          |                                                          | $          | 741,280 |            |  | $ | 739,859 |        
|                                                      |                                                          |            |         |            |  |   |         |        

Amortization expense of intangible assets totaled
$3.6 million, $8.9 million, $3.1 million and
$5.5 million for the quarter and three quarters ended
October 9, 2004, quarter ended October 4, 2003 and two
quarters ended October 4, 2003, respectively. There was no
amortization expense related to intangible assets during the
quarter ended March 22, 2003. As of October 9, 2004,
the estimated remaining amortization expense associated with the
Companys intangible assets in each of the next five fiscal
years is as follows (in thousands):

9



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|               |  |        |        | 
|-------------- |  | ------ | ------ | 
|(In thousands) |  |       
|Fiscal Year    |  | Amount
|               |  |       
|2004           |  | $      | 2,734  | 
|2005           |  | $      | 11,848 | 
|2006           |  | $      | 4,323  | 
|2007           |  | $      | 3,677  | 
|2008           |  | $      | 3,677  | 

The Company performed its annual impairment
review of goodwill and indefinite-lived intangible assets
pursuant to Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets,
during the second quarter of fiscal 2004. This review indicated
no impairment to goodwill or any of the Companys
indefinite-lived intangible assets.



|   |               
|-- | --------------
|6. | LONG-TERM DEBT

Long-term debt consisted of the following amounts
(in thousands):

|                          |                           |                                                                                         |           |            |       |   |           |         |       | 
|------------------------- | ------------------------- | --------------------------------------------------------------------------------------- | --------- | ---------- | ----- | - | --------- | ------- | ----- | 
|                          |                           | October 9,                                                                              |           | January 3,
|                          |                           | 2004                                                                                    |           | 2004      
|                          |                           |                                                                                         |           |           
|                          |                           | Successor                                                                               |           | Successor 
|                          |                           |                                                                                         |           |           
|Unsecured debt:           |                           |                                                                                         |           |            |       |   |           |        
|                          | 8.625% notes due 2009     |                                                                                         | $         | 400,000    |       |   | $         | 400,000 |      
|                          | 7.25% notes due 2010      |                                                                                         |           | 400,000    |       |   |           | 400,000 |      
|                          | 8.875% notes due 2011     |                                                                                         |           | 475,000    |       |   |           | 475,000 |      
|                          | 8.75% debentures due 2013 |                                                                                         |           | 155,000    |       |   |           | 155,000 |      
|Secured debt:             |                           |                                                                                         |           |            |       |   |           |        
|                          | Revolving credit facility |                                                                                         |           |           |       |   |           | 20,000  |      
|                          | Term loan facilities      |                                                                                         |           | 348,078    |       |   |           | 305,000 |      
|                          |                           | Notes due 2005  2009, at a
    weighted-average interest rate of 7.95% (5.64% in 2003) |           |            | 3,073 |   |           |         | 2,598 | 
|Capital lease obligations |                           |                                                                                         | 89,313    |            |       |   | 93,550    |        
|Unamortized debt discount |                           |                                                                                         | (1,738    | )          |       |   | (1,996    | )      
|                          |                           |                                                                                         |           |            |       |   |           |        
|                          |                           |                                                                                         | 1,868,726 |            |       |   | 1,849,152 |        
|Current maturities        |                           |                                                                                         | (30,871   | )          |       |   | (45,627   | )      
|                          |                           |                                                                                         |           |            |       |   |           |        
|                          |                           | $                                                                                       | 1,837,855 |            |       | $ | 1,803,525 |        
|                          |                           |                                                                                         |           |            |       |   |           |        

The Company amortized deferred debt issuance
costs of $2.7 million, $6.9 million,
$2.5 million, $4.6 million and $0.2 million
during the quarter and three quarters ended October 9,
2004, the quarter and two quarters ended October 4, 2003
and the quarter ended March 22, 2003, respectively. The
weighted-average interest rate on the term loan facilities was
approximately 4.5% at October 9, 2004. At October 9,
2004, the Company had approximately $203.9 million
available under the $300 million revolving credit portion
of the senior secured credit facilities.

In February 2004, the Company executed a fourth
amendment to its senior secured credit facility agreement. Under
the fourth amendment, HoldCo transferred all of the outstanding
capital stock of the Company to a new intermediate holding
company, Dole Holding Company, LLC. The fourth amendment also
permits Dole Holding Company, LLC to issue up to
$250 million of senior notes that would be structurally
subordinated to Doles existing senior notes and
debentures. The proceeds of any such senior note offerings would
be required to promptly be either: (a) contributed or
loaned to the Company to repay its revolving loans or for its
other working capital or general corporate purposes, or
(b) loaned or dividended to DHM Holding Company, Inc.

10



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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


for investment in a company formed by DHM Holding
Company, Inc. for the development, construction and operation of
a wellbeing center/hotel/spa/conference center/studio and
reasonably related extensions thereof. In addition, among other
provisions, the amendment permits the Company to pay dividends,
subject to certain restrictions, as defined in the amendment.

In May 2004, the Company executed a fifth
amendment to its senior secured revolving credit facility
agreement. The fifth amendment: (a) permitted the Company
to enter into a new $175 million term loan (Term
Loan E) to finance the acquisition of JR Wood,
(b) reduced the interest rate by 25 basis points on
the pre-existing term loan, (c) increased the permitted
acquisition basket and the incremental term loan size, and
(d) increased the bank debt leverage ratio. Term
Loan E matures in September 2008 and has substantially the
same terms as the pre-existing term loan, except that the term
loan is repayable in a lump sum on the maturity date.

In July 2004, Dole Holding Company, LLC borrowed
$150 million under a Second Lien Senior Credit Agreement.
As collateral for borrowing under this agreement, Dole Holding
Company, LLC has granted a second lien on the Companys
capital stock. Amounts borrowed under this agreement may be
distributed to HoldCo or contributed and/or loaned to the
Company. During the third quarter of 2004, $100 million of
these borrowings were contributed to the Company. It is
anticipated that all or substantially all of this amount will,
at subsequent dates, be distributed by the Company back to Dole
Holding Company, LLC for further distribution to HoldCo for
investment in a subsidiary for the development of a wellbeing
center.

During the quarter and three quarters ended
October 9, 2004, the Company wrote off approximately
$1.2 million and $2.7 million, respectively, of
deferred debt issuance costs as a result of term loan
prepayments.

At October 9, 2004, the Company was in
compliance with all applicable covenants under the senior
secured credit facilities and the indentures to the
Companys senior notes and debentures.



|   |                     
|-- | --------------------
|7. | SHAREHOLDERS EQUITY

Capital Contribution

During the quarter ended October 9, 2004,
the Company received a capital contribution of $100 million
from its parent company, Dole Holding Company, LLC. All or
substantially all of this contribution is expected to be
distributed by the Company back to Dole Holding Company, LLC at
subsequent dates.

Comprehensive Income

The components of comprehensive income were as
follows in each period (in thousands):

|                                                                                             |  |               |        |            |  |   |        |  
|-------------------------------------------------------------------------------------------- |  | ------------- | ------ | ---------- |  | - | ------ | -
|                                                                                             |  |              
|                                                                                             |  | Quarter Ended
|                                                                                             |  |              
|                                                                                             |  | October 9,    |        | October 4,
|                                                                                             |  | 2004          |        | 2003      
|                                                                                             |  |               |        |           
|                                                                                             |  | Successor     |        | Successor 
|                                                                                             |  |               |        |           
|Net income                                                                                   |  | $             | 4,933  |            |  | $ | 7,530  |  
|Unrealized foreign currency translation gain, net                                            |  |               | 2,798  |            |  |   | 2,590  |  
|Reclassification of realized cash flow hedging
    losses to net income                      |  |               | 2,442  |            |  |   | 2,915  |  
|Reclassification of translation losses realized
    upon the disposition of foreign entities |  |               |       |            |  |   | 2,423  |  
|Unrealized net gain (loss) on cash flow hedging
    instruments                              |  |               | 896    |            |  |   | (8,256 | )
|                                                                                             |  |               |        |            |  |   |        |  
|Comprehensive income                                                                         |  | $             | 11,069 |            |  | $ | 7,202  |  
|                                                                                             |  |               |        |            |  |   |        |  

11



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                                                                             |  |                |         |              |  |             |         |   |  |   |        |  
|-------------------------------------------------------------------------------------------- |  | -------------- | ------- | ------------ |  | ----------- | ------- | - |  | - | ------ | -
|                                                                                             |  | Three Quarters |         | Two Quarters |  | Quarter    
|                                                                                             |  | Ended          |         | Ended        |  | Ended      
|                                                                                             |  | October 9,     |         | October 4,   |  | March 22,  
|                                                                                             |  | 2004           |         | 2003         |  | 2003       
|                                                                                             |  |                |         |              |  |            
|                                                                                             |  | Successor      |         | Successor    |  | Predecessor
|                                                                                             |  |                |         |              |  |            
|(In thousands)                                                                               |  |                |         |              |  |             |         |   |  |   |        |  
|                                                                                            
|Net income                                                                                   |  | $              | 133,710 |              |  | $           | 25,431  |   |  | $ | 60,788 |  
|Unrealized foreign currency translation gain
    (loss), net                                 |  |                | (5,045  | )            |  |             | 15,667  |   |  |   | (195   | )
|Reclassification of realized cash flow hedging
    losses to net income                      |  |                | 9,047   |              |  |             | 3,433   |   |  |   | 586    |  
|Reclassification of translation losses realized
    upon the disposition of foreign entities |  |                |        |              |  |             | 2,423   |   |  |   |       |  
|Unrealized net gain (loss) on cash flow hedging
    instruments                              |  |                | 5,833   |              |  |             | (18,022 | ) |  |   | 3,606  |  
|                                                                                             |  |                |         |              |  |             |         |   |  |   |        |  
|Comprehensive income                                                                         |  | $              | 143,545 |              |  | $           | 28,932  |   |  | $ | 64,785 |  
|                                                                                             |  |                |         |              |  |             |         |   |  |   |        |  

Dividends

During the quarter and three quarters ended
October 9, 2004, the Company paid cash dividends of
$10 million and $20 million, respectively, to its
parent company, Dole Holding Company, LLC. In addition, during
the quarter ended October 9, 2004, the Company entered into
a transaction with a related party to exchange similarly valued
land. The Company subsequently leased the land to another
affiliated company to be used in the construction of a wellbeing
center by a subsidiary of HoldCo. Due to its terms, the lease is
treated for accounting purposes as a distribution of land and
reflected as a non-cash dividend of $6.3 million to Dole
Holding Company, LLC in the accompanying condensed consolidated
financial statements. The non-cash dividend represents the tax
adjusted value of land to be used in the construction of a
wellbeing center by HoldCo. Dole Holding Company, LLC is a
Delaware limited liability company and a direct, wholly owned
subsidiary of HoldCo. No dividends were declared during the two
quarters ended October 4, 2003. With respect to the
Predecessor, during the quarter ended March 22, 2003, the
Company declared and paid dividends of approximately
$8.4 million on its common shares representing a quarterly
dividend of 15 cents per share. The Companys ability to
declare future dividends is restricted under the terms of its
senior secured credit facilities and bond indentures.

12



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |                       
|-- | ----------------------
|8. | EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for
the Companys U.S. and international pension plans and
other postretirement benefit (OPRB) plans were as
follows (in thousands):

|                                            |                                |                                           |       |               |     |            |     |            |    |   |       |       |     |   |       |       |     |  
|------------------------------------------- | ------------------------------ | ----------------------------------------- | ----- | ------------- | --- | ---------- | --- | ---------- | -- | - | ----- | ----- | --- | - | ----- | ----- | --- | -
|                                            |                                |                                           |       |              
|                                            |                                | Pension Plans                             |       | OPRB Plans   
|                                            |                                |                                           |       |              
|                                            |                                |                                           |       |              
|                                            |                                | Quarter Ended                             |       | Quarter Ended
|                                            |                                |                                           |       |              
|                                            |                                | October 9,                                |       | October 4,    |     | October 9, |     | October 4,
|                                            |                                | 2004                                      |       | 2003          |     | 2004       |     | 2003      
|                                            |                                |                                           |       |               |     |            |     |           
|                                            |                                | Successor                                 |       | Successor     |     | Successor  |     | Successor 
|                                            |                                |                                           |       |               |     |            |     |           
|Components of net periodic benefit
    cost |                                |                                           |       |               |     |            |     |            |    |   |       |       |     |   |       |      
|                                            | Service cost                   |                                           | $     | 2,040         |     |            | $   | 1,821      |    |   | $     | 28    |     |   | $     | 26    |    
|                                            | Interest cost                  |                                           |       | 6,853         |     |            |     | 6,529      |    |   |       | 1,586 |     |   |       | 1,450 |    
|                                            | Expected return on plan assets |                                           |       | (5,857        | )   |            |     | (7,524     | )  |   |       |      |     |   |       |      |    
|                                            | Amortization of:               |                                           |       |               |     |            |     |            |    |   |       |       |     |   |       |       |    
|                                            |                                | Unrecognized net loss                     |       |               | 118 |            |     |            | 46 |   |       |       | 8   |   |       |       | 7   |  
|                                            |                                | Unrecognized prior service cost (benefit) |       |               | 23  |            |     |            | 21 |   |       |       | (72 | ) |       |       | (41 | )
|                                            |                                | Unrecognized net transition obligation    |       |               | 12  |            |     |            | 11 |   |       |       |    |   |       |       |    |  
|                                            | Settlements                    |                                           |       | 3,279         |     |            |     |           |    |   |       |      |     |   |       |      |    
|                                            | Other                          |                                           |       |              |     |            |     | 32         |    |   |       |      |     |   |       |      |    
|                                            |                                |                                           |       |               |     |            |     |            |    |   |       |       |     |   |       |      
|                                            |                                | $                                         | 6,468 |               |     | $          | 936 |            |    | $ | 1,550 |       |     | $ | 1,442 |      
|                                            |                                |                                           |       |               |     |            |     |            |    |   |       |       |     |   |       |      

|                                            |                                |                                           |        |              |       |             |       |                |    |              |       |             |       |   |       |       |      |   |       |       |     |   |       |       |      |  
|------------------------------------------- | ------------------------------ | ----------------------------------------- | ------ | ------------ | ----- | ----------- | ----- | -------------- | -- | ------------ | ----- | ----------- | ----- | - | ----- | ----- | ---- | - | ----- | ----- | --- | - | ----- | ----- | ---- | -
|                                            |                                |                                           |        |             
|                                            |                                | Pension Plans                             |        | OPRB Plans  
|                                            |                                |                                           |        |             
|                                            |                                | Three Quarters                            |        | Two Quarters |       | Quarter     |       | Three Quarters |    | Two Quarters |       | Quarter    
|                                            |                                | Ended                                     |        | Ended        |       | Ended       |       | Ended          |    | Ended        |       | Ended      
|                                            |                                | October 9,                                |        | October 4,   |       | March 22,   |       | October 9,     |    | October 4,   |       | March 22,  
|                                            |                                | 2004                                      |        | 2003         |       | 2003        |       | 2004           |    | 2003         |       | 2003       
|                                            |                                |                                           |        |              |       |             |       |                |    |              |       |            
|                                            |                                | Successor                                 |        | Successor    |       | Predecessor |       | Successor      |    | Successor    |       | Predecessor
|                                            |                                |                                           |        |              |       |             |       |                |    |              |       |            
|Components of net periodic benefit
    cost |                                |                                           |        |              |       |             |       |                |    |              |       |             |       |   |       |       |      |   |       |       |     |   |       |      
|                                            | Service cost                   |                                           | $      | 5,188        |       |             | $     | 3,187          |    |              | $     | 1,462       |       |   | $     | 72    |      |   | $     | 46    |     |   | $     | 21    |     
|                                            | Interest cost                  |                                           |        | 17,049       |       |             |       | 11,426         |    |              |       | 5,552       |       |   |       | 3,966 |      |   |       | 2,537 |     |   |       | 1,238 |     
|                                            | Expected return on plan assets |                                           |        | (14,643      | )     |             |       | (13,167        | )  |              |       | (6,266      | )     |   |       |      |      |   |       |      |     |   |       |      |     
|                                            | Amortization of:               |                                           |        |              |       |             |       |                |    |              |       |             |       |   |       |       |      |   |       |       |     |   |       |       |     
|                                            |                                | Unrecognized net loss                     |        |              | 236   |             |       |                | 81 |              |       |             | 160   |   |       |       | 20   |   |       |       | 12  |   |       |       | 56   |  
|                                            |                                | Unrecognized prior service cost (benefit) |        |              | 25    |             |       |                | 37 |              |       |             | 76    |   |       |       | (181 | ) |       |       | (72 | ) |       |       | (147 | )
|                                            |                                | Unrecognized net transition obligation    |        |              | 31    |             |       |                | 19 |              |       |             | 22    |   |       |       |     |   |       |       |    |   |       |       |     |  
|                                            |                                | Settlements                               |        |              | 3,279 |             |       |                |   |              |       |             |      |   |       |       |     |   |       |       |    |   |       |       |     |  
|                                            |                                | Other                                     |        |              |      |             |       |                | 56 |              |       |             | 1,017 |   |       |       |     |   |       |       |    |   |       |       |     |  
|                                            |                                |                                           |        |              |       |             |       |                |    |              |       |             |       |   |       |       |      |   |       |       |     |   |       |      
|                                            |                                | $                                         | 11,165 |              |       | $           | 1,639 |                |    | $            | 2,023 |             |       | $ | 3,877 |       |      | $ | 2,523 |       |     | $ | 1,168 |      
|                                            |                                |                                           |        |              |       |             |       |                |    |              |       |             |       |   |       |       |      |   |       |       |     |   |       |      

In the third quarter of 2004, the Company
terminated certain employees in Ecuador following a
restructuring of one of the Companys business units. In
connection with this restructuring, the Company made severance
payments and settled all pension benefit obligations in cash. As
a result of these payments, the Company recognized expense of
$5.8 million, of which $3.3 million relates to a
settlement loss in accordance with

13



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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Financial Accounting Standards Board
(FASB) Statement No. 88, Employers
Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits.

In May 2004, the FASB issued FASB Staff Position
No. 106-2, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (FSP 106-2) in
response to a new law regarding prescription drug benefits under
Medicare as well as a federal subsidy to sponsors of retiree
health care benefit plans. The Company has determined that the
benefits provided by certain of its postretirement health care
plans are actuarially equivalent to Medicare Part D and
thus qualify for the subsidy under the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 (the
Act). The Company has concluded, however, that the
enactment of the Act was not a significant event pursuant to
FASB Statement No. 106, Employers Accounting for
Postretirement Benefits Other than Pensions, and accordingly
the effects of the Act will be incorporated in the year-end
measurement of plan assets and obligations.



|   |                    
|-- | -------------------
|9. | SEGMENT INFORMATION

The Company has four primary reportable operating
segments: fresh fruit, fresh vegetables, packaged foods and
fresh-cut flowers. These reportable segments are managed
separately due to differences in their products, production
processes, distribution channels and customer bases.

Management evaluates and monitors segment
performance primarily through earnings before interest expense
and income taxes (EBIT). EBIT is calculated by
adding income taxes and interest expense to net income.
Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States (GAAP) and should not
be considered in isolation or as a substitute for net income or
cash flow measures prepared in accordance with GAAP or as a
measure of the Companys profitability or liquidity.
Additionally, the Companys computation of EBIT may not be
comparable to other similarly titled measures computed by other
companies, because not all companies calculate EBIT in the same
fashion.

Revenues from external customers and EBIT for the
reportable operating segments and corporate and other were as
follows (in thousands):

|                                  |                          |               |           |            |  |   |           |         | 
|--------------------------------- | ------------------------ | ------------- | --------- | ---------- |  | - | --------- | ------- | 
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | October 9,    |           | October 4,
|                                  |                          | 2004          |           | 2003      
|                                  |                          |               |           |           
|                                  |                          | Successor     |           | Successor 
|                                  |                          |               |           |           
|Revenues from external customers: |                          |               |           |            |  |   |           |        
|                                  | Fresh fruit              |               | $         | 985,570    |  |   | $         | 874,682 | 
|                                  | Fresh vegetables         |               |           | 260,033    |  |   |           | 257,151 | 
|                                  | Packaged foods           |               |           | 224,563    |  |   |           | 175,567 | 
|                                  | Fresh-cut flowers        |               |           | 41,277     |  |   |           | 40,763  | 
|                                  | Other operating segments |               |           | 10,061     |  |   |           | 9,698   | 
|                                  |                          |               |           |            |  |   |           |        
|                                  |                          | $             | 1,521,504 |            |  | $ | 1,357,861 |        
|                                  |                          |               |           |            |  |   |           |        

14



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                  |                          |               |        |            |   |   |        |         |  
|--------------------------------- | ------------------------ | ------------- | ------ | ---------- | - | - | ------ | ------- | -
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | October 9,    |        | October 4,
|                                  |                          | 2004          |        | 2003      
|                                  |                          |               |        |           
|                                  |                          | Successor     |        | Successor 
|                                  |                          |               |        |           
|(In thousands)                    |                          |               |        |            |   |   |        |        
|                                 
|EBIT:                             |                          |               |        |            |   |   |        |        
|                                  | Fresh fruit              |               | $      | 47,237     |   |   | $      | 52,937  |  
|                                  | Fresh vegetables         |               |        | 9,715      |   |   |        | 24,724  |  
|                                  | Packaged foods           |               |        | 12,098     |   |   |        | 7,090   |  
|                                  | Fresh-cut flowers        |               |        | (5,447     | ) |   |        | (3,546  | )
|                                  | Other operating segments |               |        | 72         |   |   |        | 275     |  
|                                  |                          |               |        |            |   |   |        |        
|                                  | Total operating segments |               |        | 63,675     |   |   |        | 81,480  |  
|                                  | Corporate and other      |               |        | (17,781    | ) |   |        | (23,418 | )
|Interest expense                  |                          |               | 47,426 |            |   |   | 48,993 |        
|                                  |                          |               |        |            |   |   |        |        
|Income (loss) before income taxes |                          | $             | (1,532 | )          |   | $ | 9,069  |        
|                                  |                          |               |        |            |   |   |        |        

|                                  |                          |                |           |              |  |             |           |           |  |   |           |         | 
|--------------------------------- | ------------------------ | -------------- | --------- | ------------ |  | ----------- | --------- | --------- |  | - | --------- | ------- | 
|                                  |                          | Three Quarters |           | Two Quarters |  | Quarter    
|                                  |                          | Ended          |           | Ended        |  | Ended      
|                                  |                          | October 9,     |           | October 4,   |  | March 22,  
|                                  |                          | 2004           |           | 2003         |  | 2003       
|                                  |                          |                |           |              |  |            
|                                  |                          | Successor      |           | Successor    |  | Predecessor
|                                  |                          |                |           |              |  |            
|(In thousands)                    |                          |                |           |              |  |             |           |           |  |   |           |        
|                                 
|Revenues from external customers: |                          |                |           |              |  |             |           |           |  |   |           |        
|                                  | Fresh fruit              |                | $         | 2,769,066    |  |             | $         | 1,705,415 |  |   | $         | 725,115 | 
|                                  | Fresh vegetables         |                |           | 672,634      |  |             |           | 457,124   |  |   |           | 176,865 | 
|                                  | Packaged foods           |                |           | 491,357      |  |             |           | 310,049   |  |   |           | 116,712 | 
|                                  | Fresh-cut flowers        |                |           | 136,821      |  |             |           | 84,964    |  |   |           | 48,506  | 
|                                  | Other operating segments |                |           | 22,169       |  |             |           | 17,131    |  |   |           | 5,972   | 
|                                  |                          |                |           |              |  |             |           |           |  |   |           |        
|                                  |                          | $              | 4,092,047 |              |  | $           | 2,574,683 |           |  | $ | 1,073,170 |        
|                                  |                          |                |           |              |  |             |           |           |  |   |           |        

|                           |                          |                |         |              |   |             |        |         |   |   |        |         |  
|-------------------------- | ------------------------ | -------------- | ------- | ------------ | - | ----------- | ------ | ------- | - | - | ------ | ------- | -
|                           |                          | Three Quarters |         | Two Quarters |   | Quarter    
|                           |                          | Ended          |         | Ended        |   | Ended      
|                           |                          | October 9,     |         | October 4,   |   | March 22,  
|                           |                          | 2004           |         | 2003         |   | 2003       
|                           |                          |                |         |              |   |            
|                           |                          | Successor      |         | Successor    |   | Predecessor
|                           |                          |                |         |              |   |            
|(In thousands)             |                          |                |         |              |   |             |        |         |   |   |        |        
|                          
|EBIT:                      |                          |                |         |              |   |             |        |         |   |   |        |        
|                           | Fresh fruit              |                | $       | 221,864      |   |             | $      | 133,891 |   |   | $      | 70,174  |  
|                           | Fresh vegetables         |                |         | 50,158       |   |             |        | 43,085  |   |   |        | 16,703  |  
|                           | Packaged foods           |                |         | 42,410       |   |             |        | 1,272   |   |   |        | 11,693  |  
|                           | Fresh-cut flowers        |                |         | 3,801        |   |             |        | (4,656  | ) |   |        | 6,394   |  
|                           | Other operating segments |                |         | 261          |   |             |        | 31      |   |   |        | 65      |  
|                           |                          |                |         |              |   |             |        |         |   |   |        |        
|                           | Total operating segments |                |         | 318,494      |   |             |        | 173,623 |   |   |        | 105,029 |  
|                           | Corporate and other      |                |         | (46,341      | ) |             |        | (56,057 | ) |   |        | (11,494 | )
|Interest expense           |                          |                | 116,820 |              |   |             | 86,772 |         |   |   | 19,647 |        
|                           |                          |                |         |              |   |             |        |         |   |   |        |        
|Income before income taxes |                          | $              | 155,333 |              |   | $           | 30,794 |         |   | $ | 73,888 |        
|                           |                          |                |         |              |   |             |        |         |   |   |        |        

15



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Total assets for the reportable operating
segments and corporate and other were as follows (in thousands):

|                         |  |            |           |            |  |   |           | 
|------------------------ |  | ---------- | --------- | ---------- |  | - | --------- | 
|                         |  | October 9, |           | January 3,
|                         |  | 2004       |           | 2004      
|                         |  |            |           |           
|                         |  | Successor  |           | Successor 
|                         |  |            |           |           
|Fresh fruit              |  | $          | 2,175,332 |            |  | $ | 2,177,541 | 
|Fresh vegetables         |  |            | 381,475   |            |  |   | 382,451   | 
|Packaged foods           |  |            | 572,511   |            |  |   | 376,936   | 
|Fresh-cut flowers        |  |            | 141,703   |            |  |   | 144,199   | 
|Other operating segments |  |            | 9,465     |            |  |   | 10,926    | 
|                         |  |            |           |            |  |   |           | 
|Total operating segments |  |            | 3,280,486 |            |  |   | 3,092,053 | 
|Corporate and other      |  |            | 925,011   |            |  |   | 895,831   | 
|                         |  |            |           |            |  |   |           | 
|                         |  | $          | 4,205,497 |            |  | $ | 3,987,884 | 
|                         |  |            |           |            |  |   |           | 

Goodwill has been allocated to the Companys
reporting segments as follows (in thousands):

|                         |  |            |         |            |  |   |         | 
|------------------------ |  | ---------- | ------- | ---------- |  | - | ------- | 
|                         |  | October 9, |         | January 3,
|                         |  | 2004       |         | 2004      
|                         |  |            |         |           
|                         |  | Successor  |         | Successor 
|                         |  |            |         |           
|Fresh fruit              |  | $          | 343,833 |            |  | $ | 341,540 | 
|Fresh vegetables         |  |            | 89,615  |            |  |   | 89,025  | 
|Packaged foods           |  |            | 60,012  |            |  |   | 18,186  | 
|Fresh-cut flowers        |  |            |        |            |  |   |        | 
|Other operating segments |  |            |        |            |  |   |        | 
|                         |  |            |         |            |  |   |         | 
|                         |  | $          | 493,460 |            |  | $ | 448,751 | 
|                         |  |            |         |            |  |   |         | 



|    |              
|--- | -------------
|10. | CONTINGENCIES

The Company is a guarantor of indebtedness of
some of its key fruit suppliers and other entities integral to
its operations. As of October 9, 2004 and January 3,
2004, these guarantees primarily consisted of guarantees for
bank loans to its growers and other affiliates of
$4.4 million and $6.7 million, respectively. Grower
guarantees represent guarantees of amounts advanced, under third
party bank agreements, to independent growers that supply the
Company with product. The Company has not historically
experienced any significant losses associated with these
guarantees.

As part of its normal business activities, the
Company and its subsidiaries also provide guarantees to various
regulatory authorities, primarily in Europe, in order to comply
with foreign regulations when operating businesses overseas.
These guarantees relate to customs duties and banana import
license fees that are granted to the European Union member
states agricultural authority. These guarantees are
obtained from commercial banks in the form of letters of credit
or bank guarantees. In addition, the Company issues letters of
credit and bonds through major banking institutions and
insurance companies as required by certain vendor and other
operating agreements. As of October 9, 2004 and
January 3, 2004, total letters of credit and bonds
outstanding were $128.1 million and $91.7 million,
respectively.

The Company also provides various guarantees,
mostly to foreign banks, in the course of its normal business
operations to support the borrowings, leases and other
obligations of its subsidiaries. The Company guaranteed
$151.4 million and $148.1 million of its
subsidiaries obligations to their suppliers and other
third parties as of October 9, 2004 and January 3,
2004, respectively.

The Company has change of control agreements with
certain key executives, under which severance payments and
benefits would become payable in the event of specified
terminations of employment following a change of control (as
defined) of the Company.

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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


The Company is involved from time to time in
claims and legal actions incidental to its operations, both as
plaintiff and defendant. The Company has established what
management currently believes to be adequate reserves for
pending legal matters. These reserves are established as part of
an ongoing worldwide assessment of claims and legal actions that
takes into consideration such items as changes in the pending
case load (including resolved and new matters), opinions of
legal counsel, individual developments in court proceedings,
changes in the law, changes in business focus, changes in the
litigation environment, changes in opponent strategy and
tactics, new developments as a result of ongoing discovery, and
past experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.

A significant portion of the Companys legal
exposure relates to lawsuits pending in the United States and in
several foreign countries, alleging injury as a result of
exposure to the agricultural chemical DBCP
(1,2-dibromo-3-chloropropane). DBCP was manufactured by several
chemical companies including Dow and Shell and registered by the
U.S. government for use on food crops. The Company and
other growers applied DBCP on banana farms in Latin America and
the Philippines and on pineapple farms in Hawaii. Specific
periods of use varied among the different locations. The Company
halted all purchases of DBCP, including for use in foreign
countries, when the U.S. EPA cancelled the registration of
DBCP for use in the United States in 1979. That cancellation was
based in part on a 1977 study by a manufacturer which indicated
an apparent link between male sterility and exposure to DBCP
among factory workers producing the product, as well as early
product testing done by the manufacturers showing testicular
effects on animals exposed to DBCP. To date, there is no
reliable evidence demonstrating that field application of DBCP
led to sterility among farm workers, although that claim is made
in the pending lawsuits. Nor is there any reliable scientific
evidence that DBCP causes any other injuries in humans, although
plaintiffs in the various actions assert claims based on cancer,
birth defects and other general illnesses.

Currently there are 572 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Twelve of these lawsuits are currently pending in
various jurisdictions in the United States, including one new
case in the Superior Court for the County of Los Angeles
involving 36 Nicaraguan claimants and another case in the U.S.
District Court, Central District of California involving 2,624
Costa Ricans, both seeking unspecified damages. In one of the
lawsuits pending in the Dallas County (116th Judicial
District) Texas state court involving 378 Costa Ricans, trial is
scheduled for March 7, 2005 with an initial five
plaintiff-panel. The remaining cases are pending in Latin
America and the Philippines, including 442 labor cases pending
in Costa Rica under that countrys national insurance
program and one new case filed in the First Civil Trial Court in
Tegulcigalpa, Honduras on behalf of 367 Hondurans seeking
$110 million in damages. Claimed damages in DBCP cases
worldwide total approximately $22.5 billion, with the
lawsuits in Nicaragua representing approximately 80% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.

In Nicaragua, 103 cases have been filed, with the
majority of the lawsuits brought pursuant to Law 364, an October
2000 Nicaraguan statute that contains substantive and procedural
provisions that Nicaraguas Attorney General formally
opined are unconstitutional. In October 2003, the Supreme Court
of Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional.

Fourteen cases filed in a civil trial court in
Managua, Nicaragua have resulted in judgments for the claimants:
$489.4 million (nine cases with 468 claimants) on
December 11, 2002; $82.9 million (one case with 58
claimants) on February 25, 2004; $15.7 million (one
case with 20 claimants) on May 25, 2004; $4 million
(one case with 4 claimants) on May 25, 2004;
$56.5 million (one case with 72 claimants) on June 14,
2004; and $64.8 million (one case with 86 claimants) on
June 15, 2004. Active cases are currently pending in civil
trial courts in Managua (5), Chinendega (7) and Puerto
Cabezas (2). In all of those cases, the Company has

17



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


sought to have the cases returned to the United
States pursuant to Law 364. Notwithstanding, the Chinendega
court denied the Companys request in cases pending there;
the Managua court denied the Companys request with respect
to two of the 5 cases pending there; and the court in Puerto
Cabezas denied the Companys request with respect to the
two cases there. The Companys requests as to the remaining
3 cases in Managua are still pending and the Company has
appealed the two decisions of the court in Puerto Cabezas.

The claimants attempted enforcement of the
December 11, 2002 judgment for $489.4 million in the
United States resulted in a dismissal with prejudice of that
action by the United States District Court for the Central
District of California on October 20, 2003. The claimants
have appealed that decision to the United States Court of
Appeals for the Ninth Circuit. Dole expects to prevail in that
appeal.

The claimants have attempted to enforce the other
five Nicaraguan judgments in Ecuador. On September 28,
2004, the Ecuador Supreme Court issued a ruling refusing to
consider the action to enforce the June 14, 2004 Nicaraguan
judgment for $56.5 million, stating that it was not a court
of competent jurisdiction for enforcement.

The Company believes that none of the Nicaraguan
civil trial courts judgments will be enforceable against
any Dole entity in the U.S. or in any other country,
because Nicaraguas Law 364 is unconstitutional and
violates international principles of due process. Among other
things, Law 364 is an improper special law directed
at particular parties; it requires defendants to pay large,
non-refundable deposits in order to even participate in the
litigation; it provides a severely truncated procedural process;
it establishes an irrebuttable presumption of causation that is
contrary to the evidence and scientific data; and it sets
unreasonable minimum damages that must be awarded in every case.

As to all the DBCP matters, the Company has
denied liability and asserted substantial defenses. Although no
assurance can be given concerning the outcome of these cases, in
the opinion of management, after consultation with legal counsel
and based on past experience defending and settling DBCP claims,
the pending lawsuits are not expected to have a material adverse
effect on the Companys financial condition or results of
operations.



|    |                                
|--- | -------------------------------
|11. | GUARANTOR FINANCIAL INFORMATION

In connection with the issuance of the 2011 Notes
in March 2003 and the 2010 Notes in May 2003, the Company and
all of its wholly-owned domestic subsidiaries
(Guarantors) have fully and unconditionally
guaranteed, on a joint and several basis, the Companys
obligations under the related indentures (the
Guarantees). Each Guarantee is subordinated in right
of payment to the Guarantors existing and future senior
debt, including obligations under the senior secured credit
facility, and will rank pari passu with all senior subordinated
indebtedness of the applicable Guarantor. All Guarantors are
100% owned by the Company.

The accompanying guarantor condensed
consolidating financial information is presented on the equity
method of accounting for all periods presented. Under this
method, investments in subsidiaries are recorded at cost and
adjusted for the Companys share in the subsidiaries
cumulative results of operations, capital contributions and
distributions and other changes in equity. Elimination entries
relate primarily to the elimination of investments in
subsidiaries and associated intercompany balances and
transactions. Certain prior year amounts have been reclassified,
including investments in consolidated subsidiaries, to conform
with the 2004 presentation.

The following are condensed consolidating
statements of operations of the Company for the quarter and
three quarters ended October 9, 2004, quarter and two
quarters ended October 4, 2003 and quarter ended
March 22, 2003; condensed consolidating balance sheets as
of October 9, 2004 and January 3, 2004; and condensed
consolidating statements of cash flows for the three quarters
ended October 9, 2004, two quarters ended October 4,
2003 and quarter ended March 22, 2003.

18



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

SUCCESSOR


For the Quarter Ended October 9,
2004


|                                                               |                            |               |         |            |   |                |         |              |  |       |           |        |  |   |          |         |   |   |           |         |  
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | --------- | ------ |  | - | -------- | ------- | - | - | --------- | ------- | -
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |         |            |   |                |         |              |  |       |           |        |  |   |          |         |   |   |           |        
|Revenues, net                                                  |                            | $             | 145,731 |            |   | $              | 571,260 |              |  | $     | 1,096,677 |        |  | $ | (292,164 | )       |   | $ | 1,521,504 |        
|Cost of products sold                                          |                            |               | 119,602 |            |   |                | 516,444 |              |  |       | 997,585   |        |  |   | (281,705 | )       |   |   | 1,351,926 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |        |  |   |          |         |   |   |           |        
|                                                               | Gross margin               |               |         | 26,129     |   |                |         | 54,816       |  |       |           | 99,092 |  |   |          | (10,459 | ) |   |           | 169,578 |  
|Selling, marketing and general and administrative
    expenses |                            |               | 28,674  |            |   |                | 41,121  |              |  |       | 65,706    |        |  |   | (10,459  | )       |   |   | 125,042   |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |        |  |   |          |         |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (2,545     | ) |                |         | 13,695       |  |       |           | 33,386 |  |   |          |        |   |   |           | 44,536  |  
|Equity in subsidiary income                                    |                            |               | 17,832  |            |   |                | 26,260  |              |  |       |          |        |  |   | (44,092  | )       |   |   |          |        
|Other income (expense), net                                    |                            |               | (380    | )          |   |                | (2,164  | )            |  |       | 2,485     |        |  |   |         |         |   |   | (59       | )      
|Interest income                                                |                            |               | 65      |            |   |                | 97      |              |  |       | 1,255     |        |  |   |         |         |   |   | 1,417     |        
|Interest expense                                               |                            |               | 41,404  |            |   |                | 74      |              |  |       | 5,948     |        |  |   |         |         |   |   | 47,426    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |        |  |   |          |         |   |   |           |        
|                                                               | Income before income taxes |               |         | (26,432    | ) |                |         | 37,814       |  |       |           | 31,178 |  |   |          | (44,092 | ) |   |           | (1,532  | )
|Income taxes                                                   |                            |               | (31,365 | )          |   |                | 20,086  |              |  |       | 4,814     |        |  |   |         |         |   |   | (6,465    | )      
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |        |  |   |          |         |   |   |           |        
|                                                               | Net income                 |               | $       | 4,933      |   |                | $       | 17,728       |  |       | $         | 26,364 |  |   | $        | (44,092 | ) |   | $         | 4,933   |  
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |        |  |   |          |         |   |   |           |        

SUCCESSOR

For the Quarter Ended October 4,
2003


|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 138,478 |            |   | $              | 523,186 |              |  | $     | 986,513 |         |  | $ | (290,316 | )        |   | $ | 1,357,861 |        
|Cost of products sold                                          |                            |               | 120,898 |            |   |                | 466,269 |              |  |       | 879,448 |         |  |   | (290,316 | )        |   |   | 1,176,299 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 17,580     |   |                |         | 56,917       |  |       |         | 107,065 |  |   |          |         |   |   |           | 181,562 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 38,422  |            |   |                | 30,573  |              |  |       | 56,669  |         |  |   |         |          |   |   | 125,664   |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (20,842    | ) |                |         | 26,344       |  |       |         | 50,396  |  |   |          |         |   |   |           | 55,898  | 
|Equity in subsidiary income                                    |                            |               | 66,614  |            |   |                | 48,008  |              |  |       |        |         |  |   | (114,622 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (611    | )          |   |                | 704     |              |  |       | 316     |         |  |   |         |          |   |   | 409       |        
|Interest income                                                |                            |               | 58      |            |   |                | 38      |              |  |       | 1,659   |         |  |   |         |          |   |   | 1,755     |        
|Interest expense                                               |                            |               | 42,101  |            |   |                | 489     |              |  |       | 6,403   |         |  |   |         |          |   |   | 48,993    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 3,118      |   |                |         | 74,605       |  |       |         | 45,968  |  |   |          | (114,622 | ) |   |           | 9,069   | 
|Income taxes                                                   |                            |               | (4,412  | )          |   |                | 7,973   |              |  |       | (2,022  | )       |  |   |         |          |   |   | 1,539     |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 7,530      |   |                | $       | 66,632       |  |       | $       | 47,990  |  |   | $        | (114,622 | ) |   | $         | 7,530   | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        

19



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

SUCCESSOR


For the Three Quarters Ended October 9,
2004


|                                                               |                            |               |         |            |   |                |           |              |  |       |           |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | --------- | ------------ |  | ----- | --------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |           |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |           | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |           |              |  |      
|(In thousands)                                                 |                            |               |         |            |   |                |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 361,426 |            |   | $              | 1,522,875 |              |  | $     | 3,049,061 |         |  | $ | (841,315 | )        |   | $ | 4,092,047 |        
|Cost of products sold                                          |                            |               | 283,020 |            |   |                | 1,354,516 |              |  |       | 2,694,574 |         |  |   | (829,631 | )        |   |   | 3,502,479 |        
|                                                               |                            |               |         |            |   |                |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 78,406     |   |                |           | 168,359      |  |       |           | 354,487 |  |   |          | (11,684  | ) |   |           | 589,568 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 82,273  |            |   |                | 87,133    |              |  |       | 162,114   |         |  |   | (11,684  | )        |   |   | 319,836   |        
|                                                               |                            |               |         |            |   |                |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (3,867     | ) |                |           | 81,226       |  |       |           | 192,373 |  |   |          |         |   |   |           | 269,732 | 
|Equity in subsidiary income                                    |                            |               | 208,039 |            |   |                | 171,672   |              |  |       |          |         |  |   | (379,711 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (866    | )          |   |                | (2,366    | )            |  |       | 2,440     |         |  |   |         |          |   |   | (792      | )      
|Interest income                                                |                            |               | 121     |            |   |                | 227       |              |  |       | 2,865     |         |  |   |         |          |   |   | 3,213     |        
|Interest expense                                               |                            |               | 101,047 |            |   |                | 181       |              |  |       | 15,592    |         |  |   |         |          |   |   | 116,820   |        
|                                                               |                            |               |         |            |   |                |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 102,380    |   |                |           | 250,578      |  |       |           | 182,086 |  |   |          | (379,711 | ) |   |           | 155,333 | 
|Income taxes                                                   |                            |               | (31,330 | )          |   |                | 43,844    |              |  |       | 9,109     |         |  |   |         |          |   |   | 21,623    |        
|                                                               |                            |               |         |            |   |                |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 133,710    |   |                | $         | 206,734      |  |       | $         | 172,977 |  |   | $        | (379,711 | ) |   | $         | 133,710 | 
|                                                               |                            |               |         |            |   |                |           |              |  |       |           |         |  |   |          |          |   |   |           |        

SUCCESSOR

For the Two Quarters Ended October 4,
2003


|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | --------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 247,868 |            |   | $              | 979,499 |              |  | $     | 1,911,603 |         |  | $ | (564,287 | )        |   | $ | 2,574,683 |        
|Cost of products sold                                          |                            |               | 216,213 |            |   |                | 875,874 |              |  |       | 1,697,259 |         |  |   | (564,287 | )        |   |   | 2,225,059 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 31,655     |   |                |         | 103,625      |  |       |           | 214,344 |  |   |          |         |   |   |           | 349,624 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 75,212  |            |   |                | 55,194  |              |  |       | 94,741    |         |  |   |         |          |   |   | 225,147   |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (43,557    | ) |                |         | 48,431       |  |       |           | 119,603 |  |   |          |         |   |   |           | 124,477 | 
|Equity in subsidiary income                                    |                            |               | 146,088 |            |   |                | 111,049 |              |  |       |          |         |  |   | (257,137 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (4,017  | )          |   |                | 1,054   |              |  |       | (6,815    | )       |  |   |         |          |   |   | (9,778    | )      
|Interest income                                                |                            |               | 209     |            |   |                | 117     |              |  |       | 2,541     |         |  |   |         |          |   |   | 2,867     |        
|Interest expense                                               |                            |               | 72,011  |            |   |                | 568     |              |  |       | 14,193    |         |  |   |         |          |   |   | 86,772    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 26,712     |   |                |         | 160,083      |  |       |           | 101,136 |  |   |          | (257,137 | ) |   |           | 30,794  | 
|Income taxes                                                   |                            |               | 1,281   |            |   |                | 14,085  |              |  |       | (10,003   | )       |  |   |         |          |   |   | 5,363     |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 25,431     |   |                | $       | 145,998      |  |       | $         | 111,139 |  |   | $        | (257,137 | ) |   | $         | 25,431  | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        

20



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

PREDECESSOR


For the Quarter Ended March 22,
2003


|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------ | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------ |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |        |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |        | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |        |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 96,185 |            |   | $              | 432,831 |              |  | $     | 803,294 |        |  | $ | (259,140 | )        |   | $ | 1,073,170 |        
|Cost of products sold                                          |                            |               | 69,640 |            |   |                | 371,625 |              |  |       | 712,914 |        |  |   | (259,140 | )        |   |   | 895,039   |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |        | 26,545     |   |                |         | 61,206       |  |       |         | 90,380 |  |   |          |         |   |   |           | 178,131 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 28,887 |            |   |                | 23,285  |              |  |       | 37,169  |        |  |   |         |          |   |   | 89,341    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |        | (2,342     | ) |                |         | 37,921       |  |       |         | 53,211 |  |   |          |         |   |   |           | 88,790  | 
|Equity in subsidiary income                                    |                            |               | 73,874 |            |   |                | 51,568  |              |  |       |        |        |  |   | (125,442 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (165   | )          |   |                | 119     |              |  |       | 2,091   |        |  |   |         |          |   |   | 2,045     |        
|Interest income                                                |                            |               | 1,179  |            |   |                | 119     |              |  |       | 1,402   |        |  |   |         |          |   |   | 2,700     |        
|Interest expense                                               |                            |               | 17,831 |            |   |                | 28      |              |  |       | 1,788   |        |  |   |         |          |   |   | 19,647    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |        | 54,715     |   |                |         | 89,699       |  |       |         | 54,916 |  |   |          | (125,442 | ) |   |           | 73,888  | 
|Income taxes                                                   |                            |               | (6,073 | )          |   |                | 16,024  |              |  |       | 3,149   |        |  |   |         |          |   |   | 13,100    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $      | 60,788     |   |                | $       | 73,675       |  |       | $       | 51,767 |  |   | $        | (125,442 | ) |   | $         | 60,788  | 
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        

21



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING BALANCE
SHEET

SUCCESSOR


As of October 9, 2004


|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |           |           | 
|---------------------------------------- | ---------------------------------------- | ---------------------------------------------- | - | ---------- | --------- | -------------- | - | ------------ | --------- | ----- | - | --------- | --------- |  | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                         |                                          | Dole Food                                      |   |            |           |                |   |              |           |      
|                                         |                                          | Company, Inc.                                  |   | Guarantors |           | Non Guarantors |   | Eliminations |           | Total
|                                         |                                          |                                                |   |            |           |                |   |              |           |      
|(In thousands)                           |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|ASSETS                                   |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|Current Assets:                          |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Cash and cash equivalents                |                                                | $ | 16,692     |           |                | $ | (10,114      | )         |       | $ | 73,777    |           |  | $ |           |            |   | $ | 80,355    |          
|                                         | Receivables, net of allowances           |                                                |   | 98,494     |           |                |   | 113,113      |           |       |   | 384,121   |           |  |   |           |            |   |   | 595,728   |          
|                                         | Inventories                              |                                                |   | 72,317     |           |                |   | 132,260      |           |       |   | 269,987   |           |  |   |           |            |   |   | 474,564   |          
|                                         | Prepaid expenses                         |                                                |   | 7,944      |           |                |   | 9,133        |           |       |   | 30,316    |           |  |   |           |            |   |   | 47,393    |          
|                                         | Deferred income tax assets               |                                                |   | 22,794     |           |                |   | 22,322       |           |       |   | 390       |           |  |   |           |            |   |   | 45,506    |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current assets                           |   |            | 218,241   |                |   |              | 266,714   |       |   |           | 758,591   |  |   |            |           |   |   |           | 1,243,546 | 
|                                         | Investments                              |                                                |   | 2,358,454  |           |                |   | 1,884,201    |           |       |   | 85,592    |           |  |   | (4,240,867 | )          |   |   | 87,380    |          
|                                         | Property, plant and equipment, net       |                                                |   | 294,892    |           |                |   | 373,412      |           |       |   | 829,206   |           |  |   |           |            |   |   | 1,497,510 |          
|                                         | Goodwill and intangible assets, net      |                                                |   | 732,602    |           |                |   | 146,874      |           |       |   | 355,264   |           |  |   |           |            |   |   | 1,234,740 |          
|                                         | Other assets, net                        |                                                |   | 61,720     |           |                |   | 9,439        |           |       |   | 71,162    |           |  |   |           |            |   |   | 142,321   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Total assets                             |                                                | $ | 3,665,909  |           |                | $ | 2,680,640    |           |       | $ | 2,099,815 |           |  | $ | (4,240,867 | )          |   | $ | 4,205,497 |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|LIABILITIES AND SHAREHOLDERS
    EQUITY |                                          |                                                |   |            |           |                |   |              |           |       |   |          
|Current Liabilities:                     |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Accounts payable and accrued liabilities |                                                | $ | 72,495     |           |                | $ | 291,607      |           |       | $ | 367,971   |           |  | $ |           |            |   | $ | 732,073   |          
|                                         | Current portion of long-term debt        |                                                |   | (335       | )         |                |   | 677          |           |       |   | 30,529    |           |  |   |           |            |   |   | 30,871    |          
|                                         | Notes payable                            |                                                |   |           |           |                |   | 706          |           |       |   | 896       |           |  |   |           |            |   |   | 1,602     |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current liabilities                      |   |            | 72,160    |                |   |              | 292,990   |       |   |           | 399,396   |  |   |            |           |   |   |           | 764,546   | 
|                                         | Intercompany payables (receivables)      |                                                |   | 611,418    |           |                |   | (53,308      | )         |       |   | (558,110  | )         |  |   |           |            |   |   |          |          
|                                         | Long-term debt                           |                                                |   | 1,598,597  |           |                |   | 1,451        |           |       |   | 237,807   |           |  |   |           |            |   |   | 1,837,855 |          
|                                         | Deferred income tax liabilities          |                                                |   | 345,402    |           |                |   | 45,903       |           |       |   | 31,554    |           |  |   |           |            |   |   | 422,859   |          
|                                         | Other long-term liabilities              |                                                |   | 364,665    |           |                |   | 34,776       |           |       |   | 77,704    |           |  |   |           |            |   |   | 477,145   |          
|                                         | Minority interests                       |                                                |   |           |           |                |   | 7,640        |           |       |   | 21,785    |           |  |   |           |            |   |   | 29,425    |          
|                                         | Total shareholders equity               |                                                |   | 673,667    |           |                |   | 2,351,188    |           |       |   | 1,889,679 |           |  |   | (4,240,867 | )          |   |   | 673,667   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total liabilities and shareholders
    equity |   | $          | 3,665,909 |                |   | $            | 2,680,640 |       |   | $         | 2,099,815 |  |   | $          | (4,240,867 | ) |   | $         | 4,205,497 | 
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          

22



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING BALANCE
SHEET

SUCCESSOR


As of January 3, 2004


|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |           |           | 
|---------------------------------------- | ---------------------------------------- | ---------------------------------------------- | - | ---------- | --------- | -------------- | - | ------------ | --------- | ----- | - | --------- | --------- |  | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                         |                                          | Dole Food                                      |   |            |           |                |   |              |           |      
|                                         |                                          | Company, Inc.                                  |   | Guarantors |           | Non Guarantors |   | Eliminations |           | Total
|                                         |                                          |                                                |   |            |           |                |   |              |           |      
|(In thousands)                           |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|ASSETS                                   |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|Current Assets:                          |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Cash and cash equivalents                |                                                | $ | 7,424      |           |                | $ | (20,498      | )         |       | $ | 46,556    |           |  | $ |           |            |   | $ | 33,482    |          
|                                         | Receivables, net of allowances           |                                                |   | 124,773    |           |                |   | 80,178       |           |       |   | 355,298   |           |  |   |           |            |   |   | 560,249   |          
|                                         | Inventories                              |                                                |   | 66,567     |           |                |   | 77,716       |           |       |   | 265,522   |           |  |   |           |            |   |   | 409,805   |          
|                                         | Prepaid expenses                         |                                                |   | 9,485      |           |                |   | 12,009       |           |       |   | 33,068    |           |  |   |           |            |   |   | 54,562    |          
|                                         | Deferred income tax assets               |                                                |   | 23,677     |           |                |   | 24,265       |           |       |   | 133       |           |  |   |           |            |   |   | 48,075    |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current assets                           |   |            | 231,926   |                |   |              | 173,670   |       |   |           | 700,577   |  |   |            |           |   |   |           | 1,106,173 | 
|                                         | Investments                              |                                                |   | 1,997,222  |           |                |   | 1,734,747    |           |       |   | 80,891    |           |  |   | (3,729,801 | )          |   |   | 83,059    |          
|                                         | Property, plant and equipment, net       |                                                |   | 298,332    |           |                |   | 311,327      |           |       |   | 860,220   |           |  |   |           |            |   |   | 1,469,879 |          
|                                         | Goodwill and intangible assets, net      |                                                |   | 734,664    |           |                |   | 92,301       |           |       |   | 361,645   |           |  |   |           |            |   |   | 1,188,610 |          
|                                         | Other assets, net                        |                                                |   | 50,104     |           |                |   | 8,685        |           |       |   | 81,374    |           |  |   |           |            |   |   | 140,163   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Total assets                             |                                                | $ | 3,312,248  |           |                | $ | 2,320,730    |           |       | $ | 2,084,707 |           |  | $ | (3,729,801 | )          |   | $ | 3,987,884 |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|LIABILITIES AND SHAREHOLDERS
    EQUITY |                                          |                                                |   |            |           |                |   |              |           |       |   |          
|Current Liabilities:                     |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Accounts payable and accrued liabilities |                                                | $ | 129,251    |           |                | $ | 271,091      |           |       | $ | 378,900   |           |  | $ |           |            |   | $ | 779,242   |          
|                                         | Current portion of long-term debt        |                                                |   | (335       | )         |                |   | 638          |           |       |   | 45,324    |           |  |   |           |            |   |   | 45,627    |          
|                                         | Notes payable                            |                                                |   |           |           |                |   | 888          |           |       |   | 1,060     |           |  |   |           |            |   |   | 1,948     |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current liabilities                      |   |            | 128,916   |                |   |              | 272,617   |       |   |           | 425,284   |  |   |            |           |   |   |           | 826,817   | 
|                                         | Intercompany payables (receivables)      |                                                |   | 605,902    |           |                |   | (36,122      | )         |       |   | (569,780  | )         |  |   |           |            |   |   |          |          
|                                         | Long-term debt                           |                                                |   | 1,448,338  |           |                |   | 1,494        |           |       |   | 353,693   |           |  |   |           |            |   |   | 1,803,525 |          
|                                         | Deferred income tax liabilities          |                                                |   | 362,596    |           |                |   | 53,250       |           |       |   | 35,585    |           |  |   |           |            |   |   | 451,431   |          
|                                         | Other long-term liabilities              |                                                |   | 310,068    |           |                |   | 33,538       |           |       |   | 79,318    |           |  |   |           |            |   |   | 422,924   |          
|                                         | Minority interests                       |                                                |   |           |           |                |   | 4,494        |           |       |   | 22,265    |           |  |   |           |            |   |   | 26,759    |          
|                                         | Total shareholders equity               |                                                |   | 456,428    |           |                |   | 1,991,459    |           |       |   | 1,738,342 |           |  |   | (3,729,801 | )          |   |   | 456,428   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total liabilities and shareholders
    equity |   | $          | 3,312,248 |                |   | $            | 2,320,730 |       |   | $         | 2,084,707 |  |   | $          | (3,729,801 | ) |   | $         | 3,987,884 | 
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          

23



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

SUCCESSOR


For the Three Quarters Ended October 9,
2004


|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |          |          |  
|-------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | -------- | -------------- | - | ------------ | ------- | ----- | - | -------- | -------- | - | - | - | - |  | - | -------- | -------- | -
|                     |                                                                          | Dole Food                                                |   |            |          |                |   |              |         |      
|                     |                                                                          | Company, Inc.                                            |   | Guarantors |          | Non Guarantors |   | Eliminations |         | Total
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |      
|(In thousands)       |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|OPERATING ACTIVITIES |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow provided by (used in) operating
    activities |   | $          | (48,088  | )              |   | $            | 22,501  |       |   | $        | 204,034  |   |   | $ |  |  |   | $        | 178,447  |  
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|INVESTING ACTIVITIES |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     | Proceeds from sales of assets                                            |                                                          |   | 3,138      |          |                |   | 347          |         |       |   | 5,683    |          |   |   |  |   |  |   | 9,168    |         
|                     | Investments and acquisitions                                             |                                                          |   | (169,595   | )        |                |   | (32          | )       |       |   | (3,137   | )        |   |   |  |   |  |   | (172,764 | )       
|                     | Capital additions                                                        |                                                          |   | (4,542     | )        |                |   | (12,272      | )       |       |   | (40,689  | )        |   |   |  |   |  |   | (57,503  | )       
|                     | Repurchase of common stock in going-private
    merger transaction       |                                                          |   | (1,300     | )        |                |   |             |         |       |   |         |          |   |   |  |   |  |   | (1,300   | )       
|                     | Transaction costs paid in going-private merger
    transaction           |                                                          |   | (345       | )        |                |   |             |         |       |   |         |          |   |   |  |   |  |   | (345     | )       
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow used in investing
    activities               |   |            | (172,644 | )              |   |              | (11,957 | )     |   |          | (38,143  | ) |   |   |  |  |   |          | (222,744 | )
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|FINANCING ACTIVITIES |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     | Short-term debt borrowings                                               |                                                          |   |           |          |                |   | 1,051        |         |       |   | 30,336   |          |   |   |  |   |  |   | 31,387   |         
|                     | Short-term debt repayments                                               |                                                          |   |           |          |                |   | (1,233       | )       |       |   | (30,464  | )        |   |   |  |   |  |   | (31,697  | )       
|                     | Long-term debt borrowings                                                |                                                          |   | 568,950    |          |                |   | 661          |         |       |   | 20,078   |          |   |   |  |   |  |   | 589,689  |         
|                     | Long-term debt repayments                                                |                                                          |   | (418,950   | )        |                |   | (621         | )       |       |   | (151,131 | )        |   |   |  |   |  |   | (570,702 | )       
|                     | Capital contribution                                                     |                                                          |   | 100,000    |          |                |   |             |         |       |   |         |          |   |   |   |   |  |   | 100,000  |         
|                     | Dividends paid to minority shareholders                                  |                                                          |   |           |          |                |   | (18          | )       |       |   | (5,446   | )        |   |   |  |   |  |   | (5,464   | )       
|                     | Dividends paid                                                           |                                                          |   | (20,000    | )        |                |   |             |         |       |   |         |          |   |   |  |   |  |   | (20,000  | )       
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow provided by (used in) financing
    activities |   |            | 230,000  |                |   |              | (160    | )     |   |          | (136,627 | ) |   |   |  |  |   |          | 93,213   |  
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |          |                |   |             |         |       |   | (2,043   | )        |   |   |  |   |  |   | (2,043   | )       
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     | Increase in cash and cash
    equivalents                                |                                                          |   | 9,268      |          |                |   | 10,384       |         |       |   | 27,221   |          |   |   |  |   |  |   | 46,873   |         
|                     | Cash and cash equivalents at beginning of period                         |                                                          |   | 7,424      |          |                |   | (20,498      | )       |       |   | 46,556   |          |   |   |  |   |  |   | 33,482   |         
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         
|                     | Cash and cash equivalents at end of
    period                           |                                                          | $ | 16,692     |          |                | $ | (10,114      | )       |       | $ | 73,777   |          |   | $ |  |   |  | $ | 80,355   |         
|                     |                                                                          |                                                          |   |            |          |                |   |              |         |       |   |          |          |   |   |   |   |  |   |         

24



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

SUCCESSOR


For the Two Quarters Ended October 4,
2003


|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |            |            |  
|----------------------------- | -------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | ------ | ---------- | -------- | -------------- | ----- | ------------ | ------- | ----- | ----- | -------- | -------- | - | - | - | - |  | ------ | ---------- | ---------- | -
|                              |                                                                                                    | Dole Food                                                |        |            |          |                |       |              |         |      
|                              |                                                                                                    | Company, Inc.                                            |        | Guarantors |          | Non Guarantors |       | Eliminations |         | Total
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |      
|(In thousands)                |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|OPERATING ACTIVITIES          |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|                              |                                                                                                    | Cash flow provided by (used in) operating
    activities |        | $          | (125,191 | )              |       | $            | (11,364 | )     |       | $        | 436,755  |   |   | $ |  |  |        | $          | 300,200    |  
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|INVESTING ACTIVITIES          |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|Proceeds from sales of assets |                                                                                                    |                                                          | 42,925 |            |          |                | 3,075 |              |         |       | 3,128 |          |          |   |  |   |   |  | 49,128 |           
|                              | Investments and acquisitions                                                                       |                                                          |        | (1,022     | )        |                |       |             |         |       |       | 7,554    |          |   |   |  |   |  |        | 6,532      |           
|                              | Capital additions                                                                                  |                                                          |        | (1,583     | )        |                |       | (4,416       | )       |       |       | (56,669  | )        |   |   |  |   |  |        | (62,668    | )         
|                              | Repurchase of common stock and settlement of
    stock options in going-private merger transaction |                                                          |        | (945,184   | )        |                |       |             |         |       |       | (525,000 | )        |   |   |  |   |  |        | (1,470,184 | )         
|                              | Transaction costs paid in going-private merger
    transaction                                     |                                                          |        | (66,494    | )        |                |       |             |         |       |       |         |          |   |   |  |   |  |        | (66,494    | )         
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|                              |                                                                                                    | Cash flow used in investing
    activities               |        |            | (971,358 | )              |       |              | (1,341  | )     |       |          | (570,987 | ) |   |   |  |  |        |            | (1,543,686 | )
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|FINANCING ACTIVITIES          |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|                              | Short-term debt borrowings                                                                         |                                                          |        |           |          |                |       | 5,224        |         |       |       |         |          |   |   |  |   |  |        | 5,224      |           
|                              | Short-term debt repayments                                                                         |                                                          |        |           |          |                |       | (5,213       | )       |       |       | (9,324   | )        |   |   |  |   |  |        | (14,537    | )         
|                              | Long-term debt borrowings, net of debt issuance
    costs                                          |                                                          |        | 1,187,733  |          |                |       | 1,045        |         |       |       | 608,334  |          |   |   |  |   |  |        | 1,797,112  |           
|                              | Long-term debt repayments                                                                          |                                                          |        | (739,450   | )        |                |       | (530         | )       |       |       | (501,294 | )        |   |   |  |   |  |        | (1,241,274 | )         
|                              | Dividends paid to minority shareholders                                                            |                                                          |        |           |          |                |       |             |         |       |       | (5,331   | )        |   |   |  |   |  |        | (5,331     | )         
|                              | Capital contribution                                                                               |                                                          |        | 125,000    |          |                |       |             |         |       |       |         |          |   |   |  |   |  |        | 125,000    |           
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|                              |                                                                                                    | Cash flow provided by financing
    activities           |        |            | 573,283  |                |       |              | 526     |       |       |          | 92,385   |   |   |   |  |  |        |            | 666,194    |  
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|                              | Effect of foreign exchange rate changes on cash
    and cash equivalents                           |                                                          |        |           |          |                |       |             |         |       |       | 3,358    |          |   |   |  |   |  |        | 3,358      |           
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|                              | Decrease in cash and cash
    equivalents                                                          |                                                          |        | (523,266   | )        |                |       | (12,179      | )       |       |       | (38,489  | )        |   |   |  |   |  |        | (573,934   | )         
|                              | Cash and cash equivalents at beginning of period                                                   |                                                          |        | 531,591    |          |                |       | (637         | )       |       |       | 110,046  |          |   |   |  |   |  |        | 641,000    |           
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           
|                              | Cash and cash equivalents at end of
    period                                                     |                                                          | $      | 8,325      |          |                | $     | (12,816      | )       |       | $     | 71,557   |          |   | $ |  |   |  | $      | 67,066     |           
|                              |                                                                                                    |                                                          |        |            |          |                |       |              |         |       |       |          |          |   |   |   |   |  |        |           

25



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

PREDECESSOR


For the Quarter Ended March 22,
2003


|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |         |        |  
|-------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ----- | ----- | - | -------- | -------- | - | - | - | - |  | - | ------- | ------ | -
|                     |                                                                          | Dole Food                                                |   |            |         |                |   |              |       |      
|                     |                                                                          | Company, Inc.                                            |   | Guarantors |         | Non Guarantors |   | Eliminations |       | Total
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |      
|(In thousands)       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|OPERATING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) operating
    Activities |   | $          | 146,297 |                |   | $            | 2,259 |       |   | $        | (146,743 | ) |   | $ |  |  |   | $       | 1,813  |  
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|INVESTING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Proceeds from sales of assets                                            |                                                          |   | 834        |         |                |   | 33           |       |       |   | 876      |          |   |   |  |   |  |   | 1,743   |       
|                     | Capital additions                                                        |                                                          |   | (621       | )       |                |   |             |       |       |   | (3,614   | )        |   |   |  |   |  |   | (4,235  | )     
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) investing
    activities |   |            | 213     |                |   |              | 33    |       |   |          | (2,738   | ) |   |   |  |  |   |         | (2,492 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|FINANCING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Short-term debt borrowings                                               |                                                          |   |           |         |                |   | 1,786        |       |       |   | 6,150    |          |   |   |  |   |  |   | 7,936   |       
|                     | Short-term debt repayments                                               |                                                          |   | (4,353     | )       |                |   | (1,730       | )     |       |   | (751     | )        |   |   |  |   |  |   | (6,834  | )     
|                     | Long-term debt borrowings                                                |                                                          |   |           |         |                |   | 15           |       |       |   | 5,019    |          |   |   |  |   |  |   | 5,034   |       
|                     | Long-term debt repayments                                                |                                                          |   |           |         |                |   | (143         | )     |       |   | (6,634   | )        |   |   |  |   |  |   | (6,777  | )     
|                     | Proceeds from issuance of common stock                                   |                                                          |   | 2,768      |         |                |   |             |       |       |   |         |          |   |   |  |   |  |   | 2,768   |       
|                     | Dividends paid                                                           |                                                          |   | (8,440     | )       |                |   |             |       |       |   |         |          |   |   |  |   |  |   | (8,440  | )     
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) financing
    activities |   |            | (10,025 | )              |   |              | (72   | )     |   |          | 3,784    |   |   |   |  |  |   |         | (6,313 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |         |                |   |             |       |       |   | 1,025    |          |   |   |  |   |  |   | 1,025   |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Increase (decrease) in cash and cash
    equivalents                     |                                                          |   | 136,485    |         |                |   | 2,220        |       |       |   | (144,672 | )        |   |   |  |   |  |   | (5,967  | )     
|                     | Cash and cash equivalents at beginning of period                         |                                                          |   | 395,106    |         |                |   | (2,857       | )     |       |   | 254,718  |          |   |   |  |   |  |   | 646,967 |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Cash and cash equivalents at end of
    period                           |                                                          | $ | 531,591    |         |                | $ | (637         | )     |       | $ | 110,046  |          |   | $ |  |   |  | $ | 641,000 |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        

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DOLE FOOD COMPANY, INC.



ITEM 2.     MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS


Overview

In the third quarter of 2004, the Companys
revenues grew 12% and operating income fell 20% compared to the
prior year. Sales growth in the third quarter was driven
primarily by the Companys fresh fruit and packaged foods
operating segments. Earnings during the quarter were adversely
impacted by higher commodity costs, lower banana margins due to
pricing pressure in North America and significantly lower
earnings from vegetables as a result of lower pricing and higher
product costs. For the third quarter of 2004, earnings from the
fresh fruit, fresh vegetables and fresh flowers segments were
lower and earnings from the packaged foods segment were higher
in comparison with the prior year. Net income was
$4.9 million for the third quarter of 2004 compared to net
income of $7.5 million in the third quarter of 2003.

On March 28, 2003, the Company completed a
going-private merger transaction. Pursuant to this transaction,
the Company became wholly owned by David H. Murdock, the
Companys Chairman and Chief Executive Officer, through DHM
Holding Company, Inc. Details of this transaction can be found
in the Companys Form 10-K for the year ended
January 3, 2004.

Results of Operations

As a result of the going-private merger
transaction, the Companys Condensed Consolidated Financial
Statements present the results of operations, financial position
and cash flows prior to the date of the merger transaction as
the Predecessor. The merger transaction and the
Companys results of operations, financial position and
cash flows thereafter are presented as the
Successor. Predecessor results have not been
aggregated with those of the Successor in accordance with
accounting principles generally accepted in the U.S. and
accordingly the Companys Condensed Consolidated Financial
Statements do not show results of operations or cash flows for
the three quarters ended October 4, 2003. However, in order
to facilitate an understanding of the Companys results in
comparison with the three quarters ended October 9, 2004,
the results of operations of the Predecessor for the quarter
ended March 22, 2003 and the Successor for the two quarters
ended October 4, 2003, are presented combined
(Combined).

Selected results of operations for the quarters
and three quarters ended October 9, 2004 and
October 4, 2003 were as follows (in thousands):

|                                                |  |               |           |            |  |   |           | 
|----------------------------------------------- |  | ------------- | --------- | ---------- |  | - | --------- | 
|                                                |  |              
|                                                |  | Quarter Ended
|                                                |  |              
|                                                |  | October 9,    |           | October 4,
|                                                |  | 2004          |           | 2003      
|                                                |  |               |           |           
|                                                |  | Successor     |           | Successor 
|                                                |  |               |           |           
|Revenues, net                                   |  | $             | 1,521,504 |            |  | $ | 1,357,861 | 
|Operating income                                |  | $             | 44,536    |            |  | $ | 55,898    | 
|Interest income and other income (expense), net |  | $             | 1,358     |            |  | $ | 2,164     | 
|Interest expense                                |  | $             | 47,426    |            |  | $ | 48,993    | 
|Income taxes                                    |  | $             | (6,465    | )          |  | $ | 1,539     | 
|Net income                                      |  | $             | 4,933     |            |  | $ | 7,530     | 

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|                                                |  |                      |           |                    |  |               |           |                      |  |   |           |  |  |   |           |  
|----------------------------------------------- |  | -------------------- | --------- | ------------------ |  | ------------- | --------- | -------------------- |  | - | --------- |  |  | - | --------- | -
|                                                |  | Three Quarters Ended |           | Two Quarters Ended |  | Quarter Ended |           | Three Quarters Ended
|                                                |  | October 9,           |           | October 4,         |  | March 22,     |           | October 4,          
|                                                |  | 2004                 |           | 2003               |  | 2003          |           | 2003                
|                                                |  |                      |           |                    |  |               |           |                     
|                                                |  | Successor            |           | Successor          |  | Predecessor   |           | Combined            
|                                                |  |                      |           |                    |  |               |           |                     
|(In thousands)                                  |  |                      |           |                    |  |               |           |                      |  |   |           |  |  |   |           |  
|                                               
|Revenues, net                                   |  | $                    | 4,092,047 |                    |  | $             | 2,574,683 |                      |  | $ | 1,073,170 |  |  | $ | 3,647,853 |  
|Operating income                                |  | $                    | 269,732   |                    |  | $             | 124,477   |                      |  | $ | 88,790    |  |  | $ | 213,267   |  
|Interest income and other income (expense), net |  | $                    | 2,421     |                    |  | $             | (6,911    | )                    |  | $ | 4,745     |  |  | $ | (2,166    | )
|Interest expense                                |  | $                    | 116,820   |                    |  | $             | 86,772    |                      |  | $ | 19,647    |  |  | $ | 106,419   |  
|Income taxes                                    |  | $                    | 21,623    |                    |  | $             | 5,363     |                      |  | $ | 13,100    |  |  | $ | 18,463    |  
|Net income                                      |  | $                    | 133,710   |                    |  | $             | 25,431    |                      |  | $ | 60,788    |  |  | $ | 86,219    |  



| |         
| | --------
| | Revenues

For the quarter ended October 9, 2004,
revenues increased to $1.52 billion from $1.36 billion
in the quarter ended October 4, 2003. The increase is
primarily due to favorable exchange rates and the acquisition of
Wood Holdings, Inc. (JR Wood) in the second quarter
of 2004. In addition, the following contributed to higher
revenues: higher sales of packaged salads, increased worldwide
sales of packaged foods products, higher sales of Chilean
deciduous fruit, sales of pistachios, which are harvested every
other year, and significantly higher volumes of Dole Tropical
Gold® pineapples in North America and Europe. Exchange
rates for the euro, Swedish krona, and Japanese yen positively
impacted revenues, primarily in the fresh fruit segment, by
approximately $42 million. JR Wood revenues were
$41.6 million in the third quarter of 2004. These benefits
were offset by lower banana and lower commodity vegetable sales
in North America and the sale of Fabrica, a Honduran palm oil
business, in the prior year.

For the three quarters ended October 9,
2004, revenues increased 12% to $4.09 billion from
$3.65 billion in the prior year. Favorable U.S. dollar
exchange rates versus the euro, Swedish krona and Japanese yen
positively impacted revenues, primarily in the fresh fruit
segment, by approximately $143 million. Revenues also
benefited from the following: improved packaged salads volumes,
the acquisition of JR Wood, higher banana sales in Europe and
Asia, higher worldwide volumes of Dole Tropical Gold®
pineapples, higher deciduous fruit sales in Latin America and
Asia and higher demand for packaged foods products. These
increases were partially offset by lower commodity vegetable
sales, lower pricing and volumes of bananas in North America,
lower pineapple pricing in North America and Europe and the sale
of Fabrica in the prior year.



| |                 
| | ----------------
| | Operating Income

For the quarter ended October 9, 2004,
operating income decreased to $44.5 million from
$55.9 million in the quarter ended October 4, 2003.
The decrease was primarily attributable to significantly lower
margins within the majority of the Companys operating
segments. Margins were negatively impacted by higher production
and distribution costs, as well as by pricing pressure. Higher
production costs resulted from significantly higher commodity
costs (including linerboard, tin plate, resin and agricultural
chemicals). Operating income for the third quarter was also
impacted by a $5.8 million employee-related restructuring
charge in Ecuador. The decrease in operating income was
partially offset by the absence of purchase accounting expenses
of $11.8 million related to the step-up of inventory from
the going-private merger transaction.

During the quarter, the Companys operating
income benefited from favorable U.S. dollar exchange rates
versus the euro, Japanese yen and Swedish krona of
$2 million, net of current year hedge losses, and an
exchange rate benefit of $3 million on foreign-denominated
loans. However, the weakening of the U.S. dollar against
some currencies in which the Company sources its production
(including the Thai Baht, Chilean Peso and Colombian Peso) also
negatively impacted operating income by approximately
$3 million resulting in a net $2 million favorable
impact.

For the three quarters ended October 9,
2004, operating income increased to $269.7 million from
$213.3 million in the prior year. The increase was
primarily attributable to the absence of inventory-related
purchase accounting expense of $50.4 million and the
absence of certain privatization expenses of approximately
$19 million. Operating income further benefited from
overall favorable exchange rates and improved results

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from the fresh fruit and packaged foods reporting
segments. Exchange rates versus the euro, Japanese yen and
Swedish krona benefited the three quarters ended October 9,
2004 by approximately $11 million, net of current year
hedge losses. These benefits were offset by unfavorable exchange
rates in the Companys production regions of
$9 million. Operating income was further offset by lower
earnings from the Companys fresh vegetables segment and a
restructuring charge in Ecuador of $5.8 million.




| |                                                    
| | ---------------------------------------------------
| | Interest Income and Other Income (Expense),
    Net

For the quarter ended October 9, 2004,
interest income and other income (expense), net was
$1.4 million compared to $2.2 million in the prior
year. The decrease was due to higher minority interest expense
and slightly lower interest income, partially offset by higher
equity earnings. For the three quarters ended October 9,
2004, interest income and other income (expense), net was
$2.4 million compared to ($2.2) million in the prior
year. The improvement was primarily due to a $12.6 million
charge in the prior year relating to the early retirement of
debt, compared to a similar charge of $2.7 million in the
current year. This improvement was partially offset by lower
interest income, due to lower cash balances in the current year,
and higher minority interest expense.



| |                 
| | ----------------
| | Interest Expense

Interest expense for the quarter ended
October 9, 2004 was $47.4 million compared to
$49.0 million in the quarter ended October 4, 2003.
Interest expense in the quarter ended October 9, 2004
decreased primarily as a result of lower weighted-average
interest rates during the quarter. Interest expense for the
three quarters ended October 9, 2004 was
$116.8 million compared to $106.4 million in the three
quarters ended October 4, 2003. The increase was primarily
due to the issuance of additional debt in the second quarter of
2003 to finance the going-private merger transaction, as well as
vessel lease obligations capitalized due to the adoption of FASB
Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities, in 2003.



| |             
| | ------------
| | Income Taxes

Income taxes for the quarter and three quarters
ended October 9, 2004 of $6.5 million tax benefit and
$21.6 million income tax expense, respectively, reflect the
Companys expected effective income tax rate of
approximately 14% for the full fiscal year ending
January 1, 2005. The $6.5 million income tax benefit
for the third quarter includes $6.3 million necessary to
adjust the year-to-date effective income tax rate to 14% and
$0.2 million on the Companys third quarter pre-tax
loss at 14%. In the first and second quarters of 2004, the
Company had expected an effective full year income tax rate of
18%. The decrease in the expected effective tax rate for the
current year reflects lower taxable income in North America than
previously anticipated.

As a result of the consummation of the
going-private merger transaction, income tax expense for the
quarter ended March 22, 2003 was based on earnings for the
period from December 29, 2002 through March 22, 2003,
to reflect the final separate financial reporting period for the
Company in its predecessor form. After the consummation of the
going-private transaction, the results of operations are
attributable to the new successor company. Income tax expense
for the two quarters ended October 4, 2003 of
$5.4 million reflects the Companys then-expected
effective income tax rate of approximately 17% for the
three-quarter Successor period ended January 3, 2004.
Income tax expense of approximately $13.1 million for the
quarter ended March 22, 2003 reflects the Companys
effective income tax rate for that quarter of approximately 18%.

For the periods presented, the Companys
effective income tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower
than the U.S. rate. No U.S. taxes have been provided
on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

Segment Results of Operations

The Company has four primary reportable operating
segments: fresh fruit, fresh vegetables, packaged foods and
fresh-cut flowers. These reportable segments are managed
separately due to differences in their products, production
processes, distribution channels and customer bases.

The Companys management evaluates and
monitors segment performance primarily through earnings before
interest expense and income taxes (EBIT). EBIT is
calculated by adding income taxes and interest expense

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to net income. Management believes that segment
EBIT provides useful information for analyzing the underlying
business results as well as allowing investors a means to
evaluate the financial results of each segment in relation to
the Company as a whole. EBIT is not defined under accounting
principles generally accepted in the United States of America
(GAAP) and should not be considered in isolation or
as a substitute for net income or cash flow measures prepared in
accordance with GAAP or as a measure of the Companys
profitability or liquidity. Additionally, the Companys
computation of EBIT may not be comparable to other similarly
titled measures computed by other companies, because not all
companies calculate EBIT in the same fashion. Revenues from
external customers and EBIT for the reportable operating
segments and corporate and other were as follows (in thousands):


|                                  |                          |               |           |            |   |   |           |         |  
|--------------------------------- | ------------------------ | ------------- | --------- | ---------- | - | - | --------- | ------- | -
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | October 9,    |           | October 4,
|                                  |                          | 2004          |           | 2003      
|                                  |                          |               |           |           
|                                  |                          | Successor     |           | Successor 
|(in thousands)                    |                          |               |           |           
|Revenues from external customers: |                          |               |           |            |   |   |           |        
|                                  | Fresh fruit              |               | $         | 985,570    |   |   | $         | 874,682 |  
|                                  | Fresh vegetables         |               |           | 260,033    |   |   |           | 257,151 |  
|                                  | Packaged foods           |               |           | 224,563    |   |   |           | 175,567 |  
|                                  | Fresh-cut flowers        |               |           | 41,277     |   |   |           | 40,763  |  
|                                  | Other operating segments |               |           | 10,061     |   |   |           | 9,698   |  
|                                  |                          |               |           |            |   |   |           |        
|                                  |                          | $             | 1,521,504 |            |   | $ | 1,357,861 |        
|                                  |                          |               |           |            |   |   |           |        
|EBIT:                             |                          |               |           |            |   |   |           |        
|                                  | Fresh fruit              |               | $         | 47,237     |   |   | $         | 52,937  |  
|                                  | Fresh vegetables         |               |           | 9,715      |   |   |           | 24,724  |  
|                                  | Packaged foods           |               |           | 12,098     |   |   |           | 7,090   |  
|                                  | Fresh-cut flowers        |               |           | (5,447     | ) |   |           | (3,546  | )
|                                  | Other operating segments |               |           | 72         |   |   |           | 275     |  
|                                  |                          |               |           |            |   |   |           |        
|                                  | Total operating segments |               |           | 63,675     |   |   |           | 81,480  |  
|                                  | Corporate and other      |               |           | (17,781    | ) |   |           | (23,418 | )
|Interest expense                  |                          |               | 47,426    |            |   |   | 48,993    |        
|                                  |                          |               |           |            |   |   |           |        
|Income (loss) before income taxes |                          | $             | (1,532    | )          |   | $ | 9,069     |        
|                                  |                          |               |           |            |   |   |           |        

|                                  |                          |                      |           |                    |  |               |           |                      |  |   |           |         |  |   |           |           | 
|--------------------------------- | ------------------------ | -------------------- | --------- | ------------------ |  | ------------- | --------- | -------------------- |  | - | --------- | ------- |  | - | --------- | --------- | 
|                                  |                          | Three Quarters Ended |           | Two Quarters Ended |  | Quarter Ended |           | Three Quarters Ended
|                                  |                          | October 9,           |           | October 4,         |  | March 22,     |           | October 4,          
|                                  |                          | 2004                 |           | 2003               |  | 2003          |           | 2003                
|                                  |                          |                      |           |                    |  |               |           |                     
|                                  |                          | Successor            |           | Successor          |  | Predecessor   |           | Combined            
|(in thousands)                    |                          |                      |           |                    |  |               |           |                     
|Revenues from external customers: |                          |                      |           |                    |  |               |           |                      |  |   |           |         |  |   |           |          
|                                  | Fresh fruit              |                      | $         | 2,769,066          |  |               | $         | 1,705,415            |  |   | $         | 725,115 |  |   | $         | 2,430,530 | 
|                                  | Fresh vegetables         |                      |           | 672,634            |  |               |           | 457,124              |  |   |           | 176,865 |  |   |           | 633,989   | 
|                                  | Packaged foods           |                      |           | 491,357            |  |               |           | 310,049              |  |   |           | 116,712 |  |   |           | 426,761   | 
|                                  | Fresh-cut flowers        |                      |           | 136,821            |  |               |           | 84,964               |  |   |           | 48,506  |  |   |           | 133,470   | 
|                                  | Other operating segments |                      |           | 22,169             |  |               |           | 17,131               |  |   |           | 5,972   |  |   |           | 23,103    | 
|                                  |                          |                      |           |                    |  |               |           |                      |  |   |           |         |  |   |           |          
|                                  |                          | $                    | 4,092,047 |                    |  | $             | 2,574,683 |                      |  | $ | 1,073,170 |         |  | $ | 3,647,853 |          
|                                  |                          |                      |           |                    |  |               |           |                      |  |   |           |         |  |   |           |          

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|                           |                          |                      |         |                    |   |               |        |                      |   |   |        |         |   |   |         |         |  
|-------------------------- | ------------------------ | -------------------- | ------- | ------------------ | - | ------------- | ------ | -------------------- | - | - | ------ | ------- | - | - | ------- | ------- | -
|                           |                          | Three Quarters Ended |         | Two Quarters Ended |   | Quarter Ended |        | Three Quarters Ended
|                           |                          | October 9,           |         | October 4,         |   | March 22,     |        | October 4,          
|                           |                          | 2004                 |         | 2003               |   | 2003          |        | 2003                
|                           |                          |                      |         |                    |   |               |        |                     
|                           |                          | Successor            |         | Successor          |   | Predecessor   |        | Combined            
|(in thousands)             |                          |                      |         |                    |   |               |        |                     
|EBIT:                      |                          |                      |         |                    |   |               |        |                      |   |   |        |         |   |   |         |        
|                           | Fresh fruit              |                      | $       | 221,864            |   |               | $      | 133,891              |   |   | $      | 70,174  |   |   | $       | 204,065 |  
|                           | Fresh vegetables         |                      |         | 50,158             |   |               |        | 43,085               |   |   |        | 16,703  |   |   |         | 59,788  |  
|                           | Packaged foods           |                      |         | 42,410             |   |               |        | 1,272                |   |   |        | 11,693  |   |   |         | 12,965  |  
|                           | Fresh-cut flowers        |                      |         | 3,801              |   |               |        | (4,656               | ) |   |        | 6,394   |   |   |         | 1,738   |  
|                           | Other operating segments |                      |         | 261                |   |               |        | 31                   |   |   |        | 65      |   |   |         | 96      |  
|                           |                          |                      |         |                    |   |               |        |                      |   |   |        |         |   |   |         |        
|                           | Total operating segments |                      |         | 318,494            |   |               |        | 173,623              |   |   |        | 105,029 |   |   |         | 278,652 |  
|                           | Corporate and other      |                      |         | (46,341            | ) |               |        | (56,057              | ) |   |        | (11,494 | ) |   |         | (67,551 | )
|Interest expense           |                          |                      | 116,820 |                    |   |               | 86,772 |                      |   |   | 19,647 |         |   |   | 106,419 |        
|                           |                          |                      |         |                    |   |               |        |                      |   |   |        |         |   |   |         |        
|Income before income taxes |                          | $                    | 155,333 |                    |   | $             | 30,794 |                      |   | $ | 73,888 |         |   | $ | 104,682 |        
|                           |                          |                      |         |                    |   |               |        |                      |   |   |        |         |   |   |         |        



| |            
| | -----------
| | Fresh Fruit

Fresh fruit revenues in the quarter ended
October 9, 2004 increased 13% to $986 million from
$875 million in the quarter ended October 4, 2003. The
increase in fresh fruit revenues was primarily due to the
following: favorable exchange rates, higher volumes of Tropical
Gold® pineapples in North America, Europe and Asia, higher
sales of Chilean deciduous fruit and sales of pistachios in
North America. Higher banana volumes sold in Europe and Asia,
expanded operations in the Europe ripening and distribution
businesses and higher commercial cargo activity also contributed
to the growth. Revenues were negatively impacted by lower
volumes and pricing of bananas in North America and lower
pineapple pricing in North America and Europe. Fresh fruit
revenues in the three quarters ended October 9, 2004
increased 14% to $2.77 billion from $2.43 billion in
the three quarters ended October 4, 2003. Revenues for the
three quarters ended October 9, 2004 were impacted mainly
by the same factors affecting sales in the third quarter, as
well as higher sales of citrus and deciduous fruit in Asia.

Fresh fruit EBIT in the quarter ended
October 9, 2004 decreased 11% to $47.2 million from
$52.9 million in the quarter ended October 4, 2003.
EBIT decreased primarily as a result of the following: higher
banana product costs, higher shipping and distribution costs
partly as a result of higher fuel prices, lower pricing of
bananas in North America, lower pricing of pineapples in North
America and Europe, and a $5.8 million restructuring charge
in Ecuador. These decreases were partially offset by: pistachio
earnings of $4.3 million, expanded operations in the Europe
ripening and distribution businesses, higher commercial cargo
activity, higher equity earnings, favorable exchange rates and
the absence of purchase accounting expense in the current year
related to the step-up of inventory of $3.4 million.
Favorable U.S. exchange rates, versus the euro, Japanese
yen, British pound and Swedish krona, net of hedging losses,
benefited EBIT for the quarter ended October 9, 2004 by
approximately $5 million. Fresh fruit EBIT in the three
quarters ended October 9, 2004 increased to
$221.9 million from $204.1 million in the three
quarters ended October 4, 2003. The increase was primarily
due to higher overall sales and the absence of inventory-related
purchase accounting expense in the current year of
$15 million. Favorable U.S. exchange rates, versus the
euro, Japanese yen and Swedish krona, net of hedging losses,
further benefited EBIT for the three quarters ended
October 9, 2004 by approximately $12 million. This
benefit was offset by unfavorable U.S. dollar exchange
rates, primarily versus the Chilean peso, negatively impacting
EBIT by $1 million. EBIT for the three quarters ended
October 9, 2004 was also affected by similar factors that
impacted third quarters EBIT.



| |                 
| | ----------------
| | Fresh Vegetables

Fresh vegetables revenues for the quarter ended
October 9, 2004 increased 1% to $260 million from
$257 million in the quarter ended October 4, 2003. The
increase was due to higher revenues from the North American
packaged salads business primarily driven by higher volumes and
lower rebates. The increase in packaged salads sales was offset
by lower volumes and pricing in North American commodity
vegetables, as well as lower packaged salads pricing. Fresh
vegetables revenues in the three quarters ended October 9,
2004

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increased 6% to $673 million from
$634 million in the three quarters ended October 4,
2003. The increase was due to higher volumes and lower rebates
in the North American packaged salads business, partially offset
by lower commodity pricing, particularly from iceberg lettuce,
lower packaged salads pricing, and lower volumes and pricing of
commodity vegetables in Asia.


Fresh vegetables EBIT for the quarter ended
October 9, 2004 decreased 61% to $9.7 million from
$24.7 million in the quarter ended October 4, 2003.
The decrease in EBIT was primarily attributable to lower
commodity vegetable and packaged salads pricing, higher packaged
salads product costs and higher selling and distribution costs.
These decreases were partially offset by higher packaged salads
volumes, lower product rebates and lower commodity vegetable
product costs. Fresh vegetables EBIT for the three quarters
ended October 9, 2004 decreased to $50.2 million from
$59.8 million in the three quarters ended October 4,
2003. The decrease in EBIT for the three quarters was mainly
attributable to lower commodity vegetable and packaged salads
pricing, higher packaged salads product costs as a result of
increased co-pack products, and higher distribution and selling
costs. These decreases were partially offset by higher packaged
salads volumes, lower product rebates and lower commodity
vegetable product costs.



| |               
| | --------------
| | Packaged Foods

Packaged foods revenues for the quarter ended
October 9, 2004 increased 28% to $224.6 million from
$175.6 million in the quarter ended October 4, 2003.
The increase in revenues was primarily due to the acquisition of
JR Wood in the second quarter of 2004, as well as higher
sales of fruit bowls and Fruit in Plastic Jars sold in North
America, higher sales of concentrate and fruit bowls in Europe,
and higher sales of concentrate in Japan. Revenues from
JR Wood were $41.6 million in the third quarter. These
increases were partially offset by lower volumes of concentrate
in North America and the sale of Fabrica in the third quarter of
2003. Packaged foods revenues for the three quarters ended
October 9, 2004 increased 15% to $491.4 million from
$426.8 million in the three quarters ended October 4,
2003. The increase in revenues for the three quarters was driven
primarily by the acquisition of JR Wood with revenues of
$45.5 million since acquisition. In addition, higher
volumes of fruit bowls and Fruit in Plastic Jars in North
America, higher volumes of concentrate, canned pineapple and
fruit bowls in Europe and higher sales of canned products in
Asia contributed to revenue growth. These increase were
partially offset by the sale of Fabrica in the prior year and
higher trade spending in North America. Fabrica revenues were
$5.8 million and $17.6 million, respectively, in the
quarter and three quarters ended October 4, 2003.

EBIT in the packaged foods segment for the
quarter ended October 9, 2004 increased to
$12.1 million from $7.1 million in the quarter ended
October 4, 2003. The increase in EBIT was due to the
absence of $8.4 million of purchase accounting expense
incurred in the third quarter of 2003 related to the step-up of
inventory. EBIT also increased as a result of higher sales,
lower selling and marketing costs in North America and a loss on
sale of Fabrica of $2.4 million in the prior year. The
increase in EBIT was partially offset by higher product costs.
EBIT in the three quarters ended October 9, 2004 increased
to $42.4 million from $13.0 million in the three
quarters ended October 4, 2003. This improvement was
primarily due to the absence of $29.8 million of
inventory-related purchase accounting expense incurred in 2003,
as well as higher overall sales and lower advertising costs in
North America. These increases were partially offset by higher
product costs, in part due to unfavorable exchange rates on
costs, higher shipping and distribution expenses and higher
selling expenses in Europe and Asia. Unfavorable exchange rates
impacted EBIT for the three quarters ended October 9, 2004
by approximately $5 million. Excluding the loss on sale,
Fabrica EBIT was $0.5 million and $1.3 million,
respectively, in the quarter and three quarters ended
October 4, 2003.

During the third quarter of 2004, JR Wood
was renamed Dole Packaged Frozen Foods. Earnings resulting from
the acquisition of JR Wood were a loss of $0.7 million
in the third quarter. JR Wood earnings were breakeven since
its acquisition in the second quarter of 2004. Packaged Foods
EBIT for the quarter and three quarters ended October 9,
2004 include a non-cash charge of $3.7 million related to
the step-up of inventory in the allocation of the JR Wood
purchase price.

Fresh-Cut Flowers

Fresh-cut flowers revenues for the quarter ended
October 9, 2004 increased 1% to $41.3 million from
$40.8 million in the quarter ended October 4, 2003.
The sales growth for the quarter ended October 9, 2004

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was primarily attributable to higher overall
pricing as a result of a shift of sales volumes from the
wholesale to the retail market. The increase in revenues for the
third quarter was partially offset by lower volumes due to the
impact of the hurricanes that affected Florida during the
quarter. Revenues for the three quarters ended October 9,
2004 increased 3% to $136.8 million from
$133.5 million in the three quarters ended October 4,
2003. The increase in revenues for the three quarters is
primarily due to higher overall pricing as a result of a
favorable volume shift from the wholesale to the retail market.


EBIT in the fresh-cut flowers segment for the
quarter ended October 9, 2004 decreased to a loss of
$5.4 million from a loss of $3.5 million in the
quarter ended October 4, 2003. EBIT for the quarter
decreased as a result of higher product costs, primarily
associated with unfavorable exchange rates and higher labor
costs. Fresh-cut flowers EBIT for the three quarters ended
October 9, 2004 increased to $3.8 million from
$1.7 million in the three quarters ended October 4,
2003. EBIT for the three quarters increased due to the absence
of $5.2 million of inventory-related purchase accounting
expense incurred in the second quarter of 2003. EBIT also
benefited from higher sales and income of $2 million due to
the reversal of an accrual related to duty refunds. These
benefits were partially offset by higher product costs due to
unfavorable exchange rates and higher labor and material costs.
Unfavorable exchange rates, primarily the U.S. dollar
versus the Colombian peso, impacted EBIT for the quarter and
three quarters ended October 9, 2004 by approximately
$2 million and $4 million, respectively.

Corporate and Other

Corporate and other EBIT improved to a loss of
$17.8 million in the quarter ended October 9, 2004
from a loss of $23.4 million in the quarter ended
October 4, 2003. EBIT for the quarter ended October 9,
2004 was favorably impacted by a decrease in a legal reserve
based on litigation results and lower write-offs of debt
issuance costs resulting from lower accelerated debt repayments.
The Company wrote off debt issuance costs of $1.2 million
in the current quarter compared to $2.0 million in the
third quarter of 2003. Corporate and other EBIT for the three
quarters ended October 9, 2004 improved to a loss of
$46.3 million from a loss of $67.6 million in the
three quarters ended October 4, 2003. EBIT for the three
quarters ended October 9, 2004 benefited from the same
factors that impacted the third quarter. In addition, EBIT for
the three quarters benefited from lower legal expenses due to
the absence of a legal settlement of $6.9 million incurred
in 2003. Write-off of debt issuance costs was $2.7 million
in the first three quarters of 2004 compared to
$12.6 million in the prior year.

Liquidity and Capital Resources

In the three quarters ended October 9, 2004,
cash flows from operating activities decreased to
$178.4 million from $302 million in the combined three
quarters ended October 4, 2003. The decline in cash from
operating activities of approximately $123.6 million was
primarily a result of higher receivables and inventory and lower
payables in the current year. In addition, 2003 cash flows
benefited from higher net tax refunds of $19.2 million
versus $3.1 million in the current year. The increase in
receivables was mainly due to higher sales in the third quarter
of 2004. The increase in inventory was primarily due to a
seasonal increase in Dole Packaged Frozen Foods inventory
balance as a result of the acquisition of JR Wood. The
decrease in payables was mainly due to payments of unusually
high grower payables at January 3, 2004. The high level of
year-end grower payables was attributable to unusually high
lettuce costs in the fourth quarter of 2003 due to a lettuce
shortage. In the prior year, cash flows from operations
benefited from lower inventory levels due to lower production in
the third quarter as a result of timing and plant maintenance in
Asia.

Cash flows used in investing activities decreased
to $222.7 million in the three quarters ended
October 9, 2004 from $1.546 billion in the combined
three quarters ended October 4, 2003. The decrease is
primarily a result of cash used in 2003 of approximately
$1.54 billion to consummate the going-private merger
transaction, as well as lower current year capital additions due
to the timing of expenditures. The decrease in cash flows used
in investing activities was partially offset by cash used in the
acquisition of JR Wood of $169.6 million and lower
current year proceeds from sale of assets, which, in the prior
year, included $36 million from the sale of two corporate
aircraft.

Cash flows from financing activities decreased to
$93.2 million in the three quarters ended October 9,
2004 compared to cash flows from financing activities of
$659.9 million in the three quarters ended October 4,
2003.

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The decrease is primarily due to the financing of
the going-private merger transaction in the prior year, which
included proceeds from the issuance of additional debt, net of
issuance costs, of $801.7 million and an equity
contribution of $125 million. The decrease in cash flows
from financing activities was partially offset by the following:
the issuance of a new term loan of $175 million to finance
the acquisition of JR Wood, an equity contribution of
$100 million from the Companys parent, Dole Holding
Company, LLC (all or substantially all of which is expected to
be distributed by the Company back to Dole Holding Company, LLC
at subsequent dates) and lower current year debt repayments, net
of borrowings, of $156.3 million compared to
$255.8 million in the prior year. During the three quarters
ended October 9, 2004, the Company declared cash dividends
of $20 million and made a non-cash dividend of land with a
net book value of $6.3 million to its parent company, Dole
Holding Company, LLC. In the first quarter of the prior year,
the Company declared a cash dividend of $8.4 million to its
common stockholders.


As of October 9, 2004, the Company had
outstanding term loan balances under its senior secured credit
facilities of approximately $348.1 million. No balance was
outstanding under the Companys revolving credit
facilities. At October 9, 2004, the Company had
approximately $203.9 million available under the
$300 million revolving credit portion of the senior secured
credit facilities.

Provisions under the senior secured credit
facilities and the indentures to the Companys senior notes
and debentures require the Company to comply with certain
financial covenants. These covenants include financial
performance measures, such as minimum required interest coverage
ratios, minimum fixed charge coverage ratios, minimum quarterly
earnings and maximum permitted leverage ratios, as well as
limitations on, among other things, indebtedness, capital
expenditures, investments, loans to subsidiaries, employees and
third parties, the issuance of guarantees and the payment of
dividends. At October 9, 2004, the Company was in
compliance with all applicable covenants.

In February 2004, the Company executed a
fourth amendment to its senior secured credit facility
agreement. Under the fourth amendment, DHM Holding Company,
Inc. transferred all of the outstanding capital stock of the
Company to a new intermediate holding company, Dole Holding
Company, LLC. The fourth amendment also permits Dole Holding
Company, LLC to issue up to $250 million of senior notes
that would be structurally subordinated to Doles existing
senior notes and debentures. The proceeds of any such senior
note offerings would be required to promptly be either:
(a) contributed or loaned to the Company to repay its
revolving loans or for its other working capital or general
corporate purposes, or (b) loaned or dividended to
DHM Holding Company, Inc. for investment in a company
formed by DHM Holding Company, Inc. for the development,
construction and operation of a wellbeing center/ hotel/ spa/
conference center/ studio and reasonably related extensions
thereof. In addition, among other provisions, the amendment
permits the Company to pay dividends, subject to certain
restrictions, as defined in the amendment.

In May 2004, the Company executed a fifth
amendment to its senior secured revolving credit facility
agreement. The fifth amendment: (a) permitted the Company
to enter into a new $175 million term loan (Term
Loan E) to finance the acquisition of JR Wood,
(b) reduced the interest rate by 25 basis points on
the pre-existing term loan, (c) increased the permitted
acquisition basket and the incremental term loan size, and
(d) increased the bank debt leverage ratio. Term
Loan E matures in September 2008 and has substantially
the same terms as the pre-existing term loan, except that the
term loan is repayable in a lump sum on the maturity date.

The Company believes that its existing cash
balance and available borrowings under the revolving credit
facility of $80.4 million and $203.9 million,
respectively, at October 9, 2004, together with its future
cash flow from operations and access to capital markets will
enable it to meet its working capital, capital expenditure, debt
maturity and other commitments and funding requirements. Factors
impacting the Companys cash flow from operations include
such items as commodity prices, interest rates and foreign
currency exchange rates, among other things, as set forth in the
Companys Form 10-K for the fiscal year ended
January 3, 2004 and in subsequent SEC filings.

Other Matters

Acquisition of Coastal Berry
Company:Subsequent to the third
quarter of 2004, the Company acquired Coastal Berry Company,
LLC, and two affiliated companies (collectively Coastal
Berry) for $7 million in

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cash. In connection with the acquisition, the
Company also repaid approximately $10 million of Coastal
Berry debt and capital lease obligations. Coastal Berry is a
leading California producer of fresh berries (including
strawberries, raspberries and blackberries).


Financial
Instruments:The Companys
foreign currency exchange forward contracts are denominated in
Japanese yen and euro and are designated as hedges under
Statement of Financial Accounting Standards No. 133
(FAS 133), Accounting for Derivative
Instruments and Hedging Activities. At October 9, 2004,
the outstanding notional amount of the Companys Japanese
yen foreign currency exchange forwards totaled
$28.2 million. At October 9, 2004, the Company had no
outstanding euro hedges.

European Union
Quota:The European Union
(EU) maintains banana regulations that impose quotas
and tariffs on bananas. In April 2001, the EU reached
agreements with the United States and Ecuador to implement a
tariff-only import system no later than January 1, 2006.
After reaching these agreements, the EU adjusted applicable
quotas and amended rules for allocation of licenses for an
interim regime preceding the future tariff-only regime. This
interim regime began on July 1, 2001. Subsidiaries of the
Company are entitled to licenses under the changed rules and are
using the licenses in such a way as to maintain and maximize
license rights.

In the second quarter of 2004, the European Union
Commission decided upon a transitory separate banana import
quota for the ten new European Union (EU) member
states scheduled to join the EU in May 2004. The
EU Commission has determined the new licenses will be
allocated using a similar system as the quota for the 15
original EU states. The Company does not expect that this
new quota will have a material impact on its future results of
operations.

Following the 2001 agreement with the United
States and Ecuador, the EU is committed to replace the quota
system with a tariff-only system no later than January 1,
2006. The EU Commission has now started negotiations with
the Latin producing countries at the World Trade Organization.
It is too early to predict whether the recent EU proposal,
in its current form, will replace the existing quota system in
2006.

Supplemental Financial Information

The following financial information has been
presented, as management believes that it is useful information
to some readers of the Companys condensed consolidated
financial statements (in thousands):

|                                                                    |  |            |           |            |  |   |           | 
|------------------------------------------------------------------- |  | ---------- | --------- | ---------- |  | - | --------- | 
|                                                                    |  | October 9, |           | January 3,
|                                                                    |  | 2004       |           | 2004      
|                                                                    |  |            |           |           
|                                                                    |  | Successor  |           | Successor 
|                                                                    |  |            |           |           
|Balance Sheet Data:                                                 |  |            |           |            |  |   |           | 
|Total working capital (current assets less
    current liabilities) |  | $          | 479,000   |            |  | $ | 279,356   | 
|Total assets                                                        |  | $          | 4,205,497 |            |  | $ | 3,987,884 | 
|Total debt                                                          |  | $          | 1,870,328 |            |  | $ | 1,851,100 | 
|Total shareholders equity                                          |  | $          | 673,667   |            |  | $ | 456,428   | 

|                              |  |               |        |            |  |   |         |  
|----------------------------- |  | ------------- | ------ | ---------- |  | - | ------- | -
|                              |  |              
|                              |  | Quarter Ended
|                              |  |              
|                              |  | October 9,    |        | October 4,
|                              |  | 2004          |        | 2003      
|                              |  |               |        |           
|                              |  | Successor     |        | Successor 
|                              |  |               |        |           
|Other Financial Data:         |  |               |        |            |  |   |         |  
|Net income                    |  | $             | 4,933  |            |  | $ | 7,530   |  
|Interest expense              |  |               | 47,426 |            |  |   | 48,993  |  
|Income taxes                  |  |               | (6,465 | )          |  |   | 1,539   |  
|Depreciation and amortization |  |               | 46,109 |            |  |   | 42,456  |  
|                              |  |               |        |            |  |   |         |  
|EBITDA                        |  | $             | 92,003 |            |  | $ | 100,518 |  
|EBITDA margin                 |  |               | 6.0    | %          |  |   | 7.4     | %
|Capital expenditures          |  | $             | 29,482 |            |  | $ | 16,304  |  

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|                              |  |                      |         |                    |  |               |         |                      |  |   |         |   |  |   |         |  
|----------------------------- |  | -------------------- | ------- | ------------------ |  | ------------- | ------- | -------------------- |  | - | ------- | - |  | - | ------- | -
|                              |  | Three Quarters Ended |         | Two Quarters Ended |  | Quarter Ended |         | Three Quarters Ended
|                              |  | October 9,           |         | October 4,         |  | March 22,     |         | October 4,          
|                              |  | 2004                 |         | 2003               |  | 2003          |         | 2003                
|                              |  |                      |         |                    |  |               |         |                     
|                              |  | Successor            |         | Successor          |  | Predecessor   |         | Combined            
|                              |  |                      |         |                    |  |               |         |                     
|(In thousands)                |  |                      |         |                    |  |               |         |                      |  |   |         |   |  |   |         |  
|Other Financial Data:         |  |                      |         |                    |  |               |         |                      |  |   |         |   |  |   |         |  
|Net income                    |  | $                    | 133,710 |                    |  | $             | 25,431  |                      |  | $ | 60,788  |   |  | $ | 86,219  |  
|Interest expense              |  |                      | 116,820 |                    |  |               | 86,772  |                      |  |   | 19,647  |   |  |   | 106,419 |  
|Income taxes                  |  |                      | 21,623  |                    |  |               | 5,363   |                      |  |   | 13,100  |   |  |   | 18,463  |  
|Depreciation and amortization |  |                      | 109,783 |                    |  |               | 73,794  |                      |  |   | 25,051  |   |  |   | 98,845  |  
|                              |  |                      |         |                    |  |               |         |                      |  |   |         |   |  |   |         |  
|EBITDA                        |  | $                    | 381,936 |                    |  | $             | 191,360 |                      |  | $ | 118,586 |   |  | $ | 309,946 |  
|EBITDA margin                 |  |                      | 9.3     | %                  |  |               | 7.4     | %                    |  |   | 11.1    | % |  |   | 8.5     | %
|Capital expenditures          |  | $                    | 57,503  |                    |  | $             | 62,668  |                      |  | $ | 4,235   |   |  | $ | 66,903  |  

EBITDA is defined as earnings before
interest expense, income taxes, and depreciation and
amortization. EBITDA margin is defined as the ratio of EBITDA,
as defined, relative to net revenues. EBITDA is reconciled to
net income in the condensed consolidated financial statements in
the tables above. EBITDA and EBITDA margin fluctuated primarily
due to the same factors that impacted the changes in operating
income and segment EBIT discussed earlier.

The Company presents EBITDA and EBITDA margin
because management believes, similar to EBIT, EBITDA is a useful
performance measure for the Company. In addition, EBITDA is
presented because management believes it is frequently used by
securities analysts, investors and others in the evaluation of
companies, and because certain debt covenants on the
Companys Senior Notes are tied to EBITDA. EBITDA and
EBITDA margin should not be considered in isolation from or as a
substitute for net income, cash flows from operating activities
and other consolidated income or cash flow statement data
prepared in accordance with GAAP or as a measure of
profitability or liquidity. Additionally, the Companys
computation of EBITDA and EBITDA margin may not be comparable to
other similarly titled measures computed by other companies,
because all companies do not calculate EBITDA and EBITDA margin
in the same manner.

The impact of purchase accounting on EBITDA for
the quarter and three quarters ended October 9, 2004 was
not significant. In comparison to 2004, EBITDA for the quarter
and three quarters ended October 4, 2003 was negatively
impacted by purchase accounting related and going-private merger
and refinancing expenses of $11.8 million and
$68.8 million, respectively. These items also impacted
EBITDA margin by 0.9 and 1.9 percentage points,
respectively, for the quarter and three quarters ended
October 4, 2003.

This Managements Discussion and Analysis
contains forward-looking statements that involve a number of
risks and uncertainties. Forward-looking statements, which are
based on managements assumptions and describe the
Companys future plans, strategies and expectations, are
generally identifiable by the use of terms such as
anticipate, will, expect,
believe, should or similar expressions.
The potential risks and uncertainties that could cause the
Companys actual results to differ materially from those
expressed or implied herein include weather-related phenomena;
market responses to industry volume pressures; product and raw
materials supplies and pricing; electrical power supply and
pricing; changes in interest and foreign currency exchange
rates; economic crises in developing countries; quotas, tariffs
and other governmental actions and international conflict.

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ITEM 3.     QUANTITATIVE
AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK


In the quarter and three quarters ended
October 9, 2004, no material changes have occurred in the
market risk disclosure presented in the Companys Annual
Report on Form 10-K for the year ended January 3, 2004.




ITEM 4.     CONTROLS
AND PROCEDURES

An evaluation was carried out as of
October 9, 2004 under the supervision and with the
participation of Doles management, including our Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures, as
defined in Rule 15d-15(e) under the Securities Exchange Act
(Act). Based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that Doles
disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports we file
under the Act is recorded, processed, summarized and reported by
management of Dole on a timely basis in order to comply with
Doles disclosure obligations under the Act and the SEC
rules thereunder.

Changes in Internal Control Over Financial
Reporting

There were no changes in Doles internal
control over financial reporting during the quarter ended
October 9, 2004 that have materially affected, or are
reasonably likely to materially affect, Doles internal
control over financial reporting.




PART II.

OTHER INFORMATION


DOLE FOOD COMPANY, INC.







|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

The Company is involved from time to time in
claims and legal actions incidental to its operations, both as
plaintiff and defendant. The Company has established what
management currently believes to be adequate reserves for
pending legal matters. These reserves are established as part of
an ongoing worldwide assessment of claims and legal actions that
takes into consideration such items as changes in the pending
case load (including resolved and new matters), opinions of
legal counsel, individual developments in court proceedings,
changes in the law, changes in business focus, changes in the
litigation environment, changes in opponent strategy and
tactics, new developments as a result of ongoing discovery, and
past experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.

A significant portion of the Companys legal
exposure relates to lawsuits pending in the United States and in
several foreign countries, alleging injury as a result of
exposure to the agricultural chemical DBCP
(1,2-dibromo-3-chloropropane). DBCP was manufactured by several
chemical companies including Dow and Shell and registered by the
U.S. government for use on food crops. The Company and
other growers applied DBCP on banana farms in Latin America and
the Philippines and on pineapple farms in Hawaii. Specific
periods of use varied among the different locations. The Company
halted all purchases of DBCP, including for use in foreign
countries, when the U.S. EPA cancelled the registration of
DBCP for use in the United States in 1979. That cancellation was
based in part on a 1977 study by a manufacturer which indicated
an apparent link between male sterility and exposure to DBCP
among factory workers producing the product, as well as early
product testing done by the manufacturers showing testicular
effects on animals exposed to DBCP. To date, there is no
reliable evidence demonstrating that field application of DBCP
led to sterility among farm workers, although that claim is made
in the pending lawsuits. Nor is there any reliable scientific
evidence that DBCP causes any other injuries in humans, although
plaintiffs in the various actions assert claims based on cancer,
birth defects and other general illnesses.

Currently there are 572 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Twelve of these lawsuits are currently pending in
various jurisdictions in the United States, including

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one new case in the Superior Court for the County
of Los Angeles involving 36 Nicaraguan claimants and another
case in the U.S. District Court, Central District of
California involving 2,624 Costa Ricans, both seeking
unspecified damages. In one of the lawsuits pending in the
Dallas County (116th Judicial District) Texas state court
involving 378 Costa Ricans, trial is scheduled for
March 7, 2005 with an initial five plaintiff-panel. The
remaining cases are pending in Latin America and the
Philippines, including 442 labor cases pending in
Costa Rica under that countrys national insurance
program and one new case filed in the First Civil Trial Court in
Tegulcigalpa, Honduras on behalf of 367 Hondurans seeking
$110 million in damages. Claimed damages in DBCP cases
worldwide total approximately $22.5 billion, with the
lawsuits in Nicaragua representing approximately 80% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.


In Nicaragua, 103 cases have been filed, with the
majority of the lawsuits brought pursuant to Law 364, an
October 2000 Nicaraguan statute that contains substantive
and procedural provisions that Nicaraguas Attorney General
formally opined are unconstitutional. In October 2003, the
Supreme Court of Nicaragua issued an advisory opinion, not
connected with any litigation, that Law 364 is
constitutional.

Fourteen cases filed in a civil trial court in
Managua, Nicaragua have resulted in judgments for the claimants:
$489.4 million (nine cases with 468 claimants) on
December 11, 2002; $82.9 million (one case with
58 claimants) on February 25, 2004; $15.7 million
(one case with 20 claimants) on May 25, 2004;
$4 million (one case with 4 claimants) on May 25,
2004; $56.5 million (one case with 72 claimants) on
June 14, 2004; and $64.8 million (one case with
86 claimants) on June 15, 2004. Active cases are
currently pending in civil trial courts in Managua (5),
Chinendega (7) and Puerto Cabezas (2). In all of
those cases, the Company has sought to have the cases returned
to the United States pursuant to Law 364. Notwithstanding,
the Chinendega court denied the Companys request in cases
pending there; the Managua court denied the Companys
request with respect to two of the 5 cases pending there;
and the court in Puerto Cabezas denied the Companys
request with respect to the two cases there. The Companys
requests as to the remaining 3 cases in Managua are still
pending and the Company has appealed the two decisions of the
court in Puerto Cabezas.

The claimants attempted enforcement of the
December 11, 2002 judgment for $489.4 million in the
United States resulted in a dismissal with prejudice of that
action by the United States District Court for the Central
District of California on October 20, 2003. The claimants
have appealed that decision to the United States Court of
Appeals for the Ninth Circuit. Dole expects to prevail in that
appeal.

The claimants have attempted to enforce the other
five Nicaraguan judgments in Ecuador. On September 28,
2004, the Ecuador Supreme Court issued a ruling refusing to
consider the action to enforce the June 14, 2004 Nicaraguan
judgment for $56.5 million, stating that it was not a court
of competent jurisdiction for enforcement.

The Company believes that none of the Nicaraguan
civil trial courts judgments will be enforceable against
any Dole entity in the U.S. or in any other country,
because Nicaraguas Law 364 is unconstitutional and
violates international principles of due process. Among other
things, Law 364 is an improper special law
directed at particular parties; it requires defendants to pay
large, non-refundable deposits in order to even participate in
the litigation; it provides a severely truncated procedural
process; it establishes an irrebuttable presumption of causation
that is contrary to the evidence and scientific data; and it
sets unreasonable minimum damages that must be awarded in every
case.

As to all the DBCP matters, the Company has
denied liability and asserted substantial defenses. Although no
assurance can be given concerning the outcome of these cases, in
the opinion of management, after consultation with legal counsel
and based on past experience defending and settling DBCP claims,
the pending lawsuits are not expected to have a material adverse
effect on the Companys financial condition or results of
operations.






|        |                                                        
|------- | -------------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
    Holders

On July 29, 2004, Dole Holding Company, LLC,
acting by written consent as the Companys sole
shareholder, reelected all of the directors of the Company.

38



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##### Table of Contents








|        |                  
|------- | -----------------
|Item 5. | Other Information

On July 29, 2004, Dole announced the
election of Richard J. Dahl as President and Chief Operating
Officer of the Company, Joseph S. Tesoriero as Vice President
and Chief Financial Officer, C. Michael Carter as Executive
Vice President, General Counsel and Corporate Secretary, Scott
A. Griswold as Executive Vice President, Corporate Development,
and Roberta Wieman as Executive Vice President, Chief of Staff.






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits:

|        |       |  |  |                                                                                                                           
|------- | ----- |  |  | --------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 31.1* |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act.          
|        | 31.2* |  |  | Certification by the Vice President and Chief
    Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.
|        | 32.1 |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act.          
|        | 32.2 |  |  | Certification by the Vice President and Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.



---



|  |               
|- | --------------
|* | Filed herewith



|  |                   
|- | ------------------
| | Furnished herewith



|    |                     
|--- | --------------------
|(b) | Reports on Form 8-K:



| |                                                                                
| | -------------------------------------------------------------------------------
| | No reports on Form 8-K were filed during the
    quarter ended October 9, 2004.

39



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                  |  |                                       
|----------------- |  | --------------------------------------
|November 18, 2004 |  | DOLE FOOD COMPANY, INC.
    REGISTRANT



| |     |                        
| | --- | -----------------------
| | By: | /s/ JOSEPH S. TESORIERO

| |                        
| | -----------------------
| |                        
| | 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)

40



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##### Table of Contents






EXHIBIT INDEX

|        |       |  |  |                                                                                                                           
|------- | ----- |  |  | --------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 31.1* |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act.          
|        | 31.2* |  |  | Certification by the Vice President and Chief
    Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.
|        | 32.1 |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act.          
|        | 32.2 |  |  | Certification by the Vice President and Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.



---



|  |               
|- | --------------
|* | Filed herewith



|  |                   
|- | ------------------
| | Furnished herewith

41