##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 27, 2010oro

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

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

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

Shares Outstanding at May 6, 2010Common Stock, $0.001 Par Value

88,227,289




---



##### 





DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I

Financial InformationItem 1.

Financial Statements (Unaudited)Condensed Consolidated Statements of
    Operations  Quarters Ended March 27, 2010 and
    March 28, 2009


3Condensed Consolidated Balance Sheets 
    March 27, 2010 and January 2, 2010


4Condensed Consolidated Statements of Cash
    Flows  Quarters Ended March 27, 2010 and
    March 28, 2009


5Condensed Consolidated Statements of
    Shareholders Equity  Quarters Ended
    March 27, 2010 and March 28, 2009


7Notes to Condensed Consolidated Financial
    Statements


8Item 2.

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


33Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


41Item 4.

Controls and Procedures


41PART II

Other InformationItem 1.

Legal Proceedings


42Item 6.

Exhibits


42Signatures


43Exhibit Index


44Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


45Certification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


46Certification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


47Certification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


48   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION Item 1.
    FINANCIAL STATEMENTS  DOLE FOOD
    COMPANY, INC.CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS(Unaudited)  Quarter EndedMarch 27,


March 28,2010


2009(In thousands, except pershare data)Revenues, net

$
1,605,874


$
1,596,590Cost of products sold


(1,433,667
)


(1,392,719
)Gross margin


172,207



203,871Selling, marketing and general and administrative expenses


(115,198
)


(97,406
)Gain on asset sales (Note 12)


1,971



16,634Operating income


58,980



123,099Other income (expense), net


4,607



21,952Interest income


1,602



1,636Interest expense


(41,050
)


(37,546
)Income from continuing operations before income taxes and equity
    earnings


24,139



109,141Income taxes


(3,175
)


(8,048
)Earnings from equity method investments


1,451



1,194Income from continuing operations, net of income taxes


22,415



102,287Income from discontinued operations, net of income taxes


347



122Gain on disposal of discontinued operations, net of income taxes






1,308Net income


22,762



103,717Less: Net income attributable to noncontrolling interests


(609
)


(897
)Net income attributable to Dole Food Company, Inc.

$
22,153


$
102,820Earnings per share  Basic and Diluted (Note 15):Income from continuing operations  Basic and Diluted

$
0.26


$
1.98Net income attributable to Dole Food Company, Inc. 
    Basic and Diluted

$
0.25


$
1.99    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED BALANCE SHEETS(Unaudited)  March 27,


January 2,2010


2010(In thousands, except pershare data)ASSETSCash and cash equivalents

$
197,555


$
119,670Receivables, net of allowances of $50,997 and $51,380,
    respectively


807,762



726,157Inventories


717,930



718,191Prepaid expenses


68,173



68,665Deferred income tax assets


9,500



8,496Assets
    held-for-sale


96,949



96,020Total current assets


1,897,869



1,737,199Restricted deposits (Note 13)


21,250



23,290Investments


81,865



85,004Property, plant and equipment, net of accumulated depreciation
    of $1,086,982 and $1,069,299, respectively


946,086



962,247Goodwill


407,247



407,247Intangible assets, net


704,960



705,853Other assets, net


183,107



186,183Total assets

$
4,242,384


$
4,107,023LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
509,396


$
474,399Accrued liabilities


461,630



440,840Current portion of long-term debt


77,306



8,017Notes payable


37,244



37,308Total current liabilities


1,085,576



960,564Long-term debt


1,566,254



1,552,680Deferred income tax liabilities


201,096



204,567Other long-term liabilities


502,702



523,233Contingencies (Note 11)Shareholders equityPreferred stock  $0.001 par value;
    10,000 shares authorized, none issued or outstanding






Common stock  $0.001 par value;
    300,000 shares authorized, 88,233 shares issued and
    outstanding as of March 27, 2010 and January 2, 2010


88



88Additional paid-in capital


770,352



768,973Retained earnings


127,360



105,207Accumulated other comprehensive loss


(38,210
)


(35,293
)Equity attributable to Dole Food Company, Inc.


859,590



838,975Equity attributable to noncontrolling interests


27,166



27,004Total shareholders equity


886,756



865,979Total liabilities and shareholders equity

$
4,242,384


$
4,107,023    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)  Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Operating ActivitiesNet income

$
22,762


$
103,717Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


26,267



26,929Share-based compensation expense


1,379



Net unrealized gains on financial instruments


(7,122
)


(37,035
)Asset write-offs and net gain on sale of assets


(2,502
)


(20,003
)Earnings from equity method investments


(1,451
)


(1,194
)Amortization of debt discounts and debt issuance costs


2,172



926Write-off of debt issuance costs


4,650



5,222Provision for deferred income taxes


(3,064
)


2,361Pension and other postretirement benefit plan expense


3,475



3,111Other






40Changes in operating assets and liabilities:Receivables


(73,598
)


(33,626
)Inventories


185



8,581Prepaid expenses and other assets


5,117



(17,084
)Income taxes


1,046



821Accounts payable


44,450



287Accrued liabilities


(185
)


(5,810
)Other long-term liabilities


(4,831
)


1,720Cash flow provided by operating activities


18,750



38,963Investing ActivitiesProceeds from sales of assets and businesses, net of cash
    disposed


9,741



56,437Capital expenditures


(10,130
)


(11,342
)Restricted deposits


2,040



Other


(45
)


(8
)Cash flow provided by investing activities


1,606



45,087Financing ActivitiesShort-term debt borrowings, net of repayments


(12,136
)


84Long-term debt borrowings


899,419



595,717Long-term debt repayments


(811,756
)


(685,216
)Payment of debt issuance costs


(15,858
)


(17,760
)Payment of initial public offering costs


(733
)


Dividends paid to noncontrolling interests


(430
)


(180
)Cash flow provided by (used in) financing activities


58,506



(107,355
)Effect of foreign currency exchange rate changes on cash


(977
)


(1,579
)Increase (decrease) in cash and cash equivalents


77,885



(24,884
)Cash and cash equivalents at beginning of period


119,670



90,829Cash and cash equivalents at end of period

$
197,555


$
65,945  5




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##### Table of Contents



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




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##### Table of Contents



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








EquityCommon





Additional





Other


Cumulative


Unrealized


Attributable


TotalShares


Common


Paid-In


Retained


Postretirement


Translation


Gains (Losses)


to Noncontrolling


Shareholders


ComprehensiveOutstanding


Stock


Capital


Earnings


Benefits


Adjustment


on Hedges


Interests


Equity


Income (Loss)(In thousands)Balance at January 3, 2009


51,710


$
51


$
409,630


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
30,259


$
433,159Net income














102,820















897



103,717


$
103,717Dividends paid






























(180
)


(180
)


Unrealized foreign currency translation and hedging gains






















(12,750
)


421



(16
)


(12,345
)


(12,345
)Reclassification of realized loss to net income


























546







546



546Change in employee benefit plans, net of income taxes


















(58
)














(58
)


(58
)Balance at March 28, 2009


51,710


$
51


$
409,630


$
138,942


$
(41,018
)

$
14,437


$
(28,163
)

$
30,960


$
524,839


$
91,860Balance at January 2, 2010


88,233


$
88


$
768,973


$
105,207


$
(52,393
)

$
38,226


$
(21,126
)

$
27,004


$
865,979Net income














22,153















609



22,762


$
22,762Share-based compensation










1,379























1,379



Dividends paid






























(430
)


(430
)


Unrealized foreign currency translation and hedging gains, net
    of income taxes






















(12,876
)


8,802



(17
)


(4,091
)


(4,091
)Reclassification of realized loss to net income


























1,157







1,157



1,157Balance at March 27, 2010


88,233


$
88


$
770,352


$
127,360


$
(52,393
)

$
25,350


$
(11,167
)

$
27,166


$
886,756


$
19,828    7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  NOTE 1 
    BASIS OF PRESENTATION
  Form 10-K (Form 10-K)
      NOTE 2 
    RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
  No. 2010-09, Subsequent Events (Topic 855) 
    Amendments to Certain Recognition and Disclosure Requirements 2010-09). 2010-09
  No. 2009-17, Consolidations (Topic 810) 
    Improvements to Financial Reporting by Enterprises Involved with
    Variable Interest Entities 2009-17). 2009-17
 8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 3 
    OTHER INCOME (EXPENSE), NET
    Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Unrealized gain (loss) on the cross currency swap

$
(3,588
)

$
17,716Realized gain on the cross currency swap


2,256



2,320Unrealized gain on foreign denominated borrowings


5,409



5,538Realized gain on foreign denominated borrowings






1,172Foreign currency exchange gain on vessel obligations


5,174



422Write-off of debt issuance costs


(4,650
)


(5,222
)Other


6



6Other income (expense), net

$
4,607


$
21,952     NOTE 4 
    DISCONTINUED OPERATIONS
    Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Revenues

$
415


$
2,780Income before income taxes


354



159Income taxes


(7
)


(37
)Income from discontinued operations, net of income taxes

$
347


$
122Gain on disposal of discontinued operations, net of income taxes

$



$
1,308     NOTE 5 
    INCOME TAXES
   9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          non-U.S. income
  Income Tax Audits:
  Internal Revenue Service Audit: 2002-2005
   10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 6 
    INVENTORIES
    March 27,


January 2,2010


2010(In thousands)Finished products

$
366,482


$
355,387Raw materials and work in progress


105,482



100,843Crop-growing costs


189,263



207,312Operating supplies and other


56,703



54,649$
717,930


$
718,191   NOTE 7 
    GOODWILL AND INTANGIBLE ASSETS
    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of January 2, 2010 and March 27, 2010

$
275,430


$
71,206


$
60,611


$
407,247     March 27,


January 2,2010


2010(In thousands)Amortized intangible assets:Customer relationships

$
39,631


$
39,631Other amortized intangible assets


2,024



2,12641,655



41,757Accumulated amortization  customer relationships


(24,864
)


(23,989
)Other accumulated amortization


(1,446
)


(1,530
)Accumulated amortization  intangible assets


(26,310
)


(25,519
)Amortized intangible assets, net


15,345



16,238Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
704,960


$
705,853    11




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##### Table of Contents



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

Amount2010

$
2,9152011

$
3,7902012

$
3,7902013

$
1,6112014

$
955   NOTE 8 
    NOTES PAYABLE AND LONG-TERM DEBT
    March 27,


January 2,2010


2010(In thousands)Unsecured debt:8.875% notes due 2011

$
70,000


$
70,0008.75% debentures due 2013


155,000



155,000Secured debt:13.875% notes due 2014


227,437



227,4378% notes due 2016


315,000



315,000Revolving credit facility






Term loan facilities


836,100



739,216Contracts and notes, at a weighted-average interest rate of 6%
    in 2010 (6% in 2009) through 2014


8,810



9,349Capital lease obligations


59,174



65,065Notes payable, at a weighted-average interest rate of 6.5% in
    2010 (7.3% in 2009)


37,244



37,308Unamortized debt discount


(27,961
)


(20,370
)1,680,804



1,598,005Current maturities


(114,550
)


(45,325
)$
1,566,254


$
1,552,680   Notes
    Payable
    2010
    Debt Refinancing
   12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        Term
    Loans and Revolving Credit Facility
      Capital
    Lease Obligations
    Covenants
   13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Debt
    Discounts and Debt Issuance Costs
        Fair
    Value of Debt
    March 27, 2010

January 2, 2010Carrying

Estimated

Carrying

EstimatedValue

Fair Value

Value

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

$
747,887


$
828,175


$
747,067


$
824,412Term loans


827,689



844,461



739,216



743,836    14




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##### Table of Contents



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


Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedMarch 27,


March 28,


March 27,


March 28,


March 27,


March 28,2010


2009


2010


2009


2010


2009(In thousands)Components of net periodic benefit cost:Service cost

$
45


$
38


$
1,281


$
1,359


$
18


$
52Interest cost


3,639



4,003



1,585



1,676



541



615Expected return on plan assets


(3,774
)


(3,898
)


(103
)


(98
)






Amortization of:Unrecognized net loss (gain)


888



54



108



138



(27
)


(119
)Unrecognized prior service cost (benefit)










81



77



(813
)


(797
)Unrecognized net transition obligation










6



11







$
798


$
197


$
2,958


$
3,163


$
(281
)

$
(249
)   NOTE 10 
    SEGMENT INFORMATION
        Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Revenues from external customers:Fresh fruit

$
1,122,963


$
1,121,982Fresh vegetables


230,526



233,442Packaged foods


252,243



240,850Corporate


142



316$
1,605,874


$
1,596,590  15




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Quarter EndedMarch 27,


March 28,2010


2009(In thousands)EBIT:Fresh fruit

$
43,153


$
98,822Fresh vegetables


10,490



16,473Packaged foods


29,014



21,890Total operating segments


82,657



137,185Corporate:Unrealized gain (loss) on cross currency swap


(3,588
)


17,716Unrealized gain on foreign denominated instruments


4,726



5,538Operating and other expenses


(17,155
)


(12,558
)Corporate


(16,017
)


10,696Interest expense


(41,050
)


(37,546
)Income taxes


(3,175
)


(8,048
)Income from continuing operations, net of income taxes

$
22,415


$
102,287       March 27,


January 2,2010


2010(In thousands)Total assets:Fresh fruit

$
2,218,132


$
2,165,234Fresh vegetables


407,596



396,449Packaged foods


649,442



645,349Total operating segments


3,275,170



3,207,032Corporate


954,575



887,352Fresh-cut flowers  discontinued operation


12,639



12,639$
4,242,384


$
4,107,023   NOTE 11 
    CONTINGENCIES
     16




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          DBCP Cases: DBCP (1,2-dibromo-3-chloropropane).
     17




---



##### Table of Contents



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




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
              European
    Union Antitrust Inquiries  Northern and Southern
    Europe:
  Northern
    Europe
   19




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          Southern
    Europe
    Honduran Tax Case:
  NOTE 12 
    ASSETS
    HELD-FOR-SALE
  held-for-sale.
 20




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  held-for-sale
  Fresh-CutFlowers -Fresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-for-Sale(In thousands)Balance as of January 2, 2010

$
76,317


$
3,850


$
3,214


$
12,639


$
96,020Additions


4,947















4,947Reclassification






(3,251
)










(3,251
)Sales


(767
)














(767
)Balance as of March 27 2010

$
80,497


$
599


$
3,214


$
12,639


$
96,949   held-for-sale held-for-sale.
    held-for-sale. held-for-sale,
  Fresh
    Fruit
  held-for-sale
  Fresh
    Vegetables
    Fresh-Cut
    Flowers  Discontinued Operation
  held-for-sale
 21




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 13 
    DERIVATIVE FINANCIAL INSTRUMENTS
    Cash
    Flow Hedges
      Interest
    Rate Swap and Cross Currency Swap
         22




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##### Table of Contents



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

Notional


Balance Sheet

FairPrice

Amount


Classification

Value(In thousands)Derivatives designated as cash flow hedging instruments:Foreign currency hedges (buy/sell):U.S. dollar/Japanese yen

JPY 94.8

$
163,741


Receivables, net

$
478Accrued liabilities


(1,274
)U.S. dollar/Euro

$1.44/EUR


121,255


Receivables, net


9,812U.S. dollar/Canadian dollar

CAD 1.10


19,750


Accrued liabilities


(615
)Chilean peso/U.S. dollar

CLP 530


10,285


Accrued liabilities


(19
)Philippine peso/U.S. dollar

PHP 47.2


67,032


Receivables, net


1,362Total derivatives designated as cash flow hedging instruments










9,744Derivatives not designated as hedging instruments:Foreign currency hedges (buy/sell):U.S. dollar/Swedish krona

SEK 7.16


3,795


Receivables, net


53U.S. dollar/Euro

$1.37/EUR


900


Receivables, net


18Cross currency swap  current portion







Receivables, net


1,838Cross currency swap




320,000


Other long-term
    liabilities


(66,965
)Interest rate swap




320,000


Other long-term
    liabilities


(18,760
)Bunker fuel hedges

$437


44,850


Receivables, net


412(per metric ton)


(metric tons
)Total derivatives not designated as hedging instruments










(83,404
)Total









$
(73,660
)    23




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Gains (Losses)Recognized in Incomedue to HedgeGains (Losses)


IneffectivenessGains Recognized in




Reclassified


or Amounts ExcludedAOCI During Quarter




into Income


from EffectivenessEnded




Quarter Ended


TestingMarch 27


March 28


Income Statement

March 27,


March 28,


March 27,


March 28,2010


2009


Classification

2010


2009


2010


2009(In thousands)Derivatives designated as cash flow hedging instruments:Interest rate swap

$
680


$
421


Interest expense

$
(1,157
)

$
(546
)

$



$
Foreign currency hedges


7,942






Cost of products sold










(102
)


       Quarter EndedUnrealized Gains


Realized Gains(Losses)


(Losses)Income Statement

March 27,


March 28,


March 27,


March 28,Classification

2010


2009


2010


2009(In thousands)Derivatives not designated as hedging instruments:Foreign currency hedges

Cost of products sold

$
71


$
9,502


$
(37
)

$
246Bunker fuel contracts

Cost of products sold


(93
)


3,241



4



(2,534
)Cross currency swap

Other income (expense), net


(3,588
)


17,716



2,256



2,320Interest rate swap

Interest expense


1,120











Total



$
(2,490
)

$
30,459


$
2,223


$
32   NOTE 14 
    FAIR VALUE MEASUREMENTS
   24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
            March 27, 2010


January 2, 2010Fair Value





Fair ValueMeasurements Using





Measurements UsingSignificant





SignificantOther Observable





Other ObservableInputs





InputsTotal


(Level 2)


Total


(Level 2)(In thousands)Assets and Liabilities Measured on a Recurring BasisAssets:Foreign currency exchange contracts

$
11,723


$
11,723


$
2,738


$
2,738Bunker fuel contracts


412



412



505



505$
12,135


$
12,135


$
3,243


$
3,243Liabilities:Foreign currency exchange contracts

$
1,908


$
1,908


$
247


$
247Interest rate swap(1)


18,760



18,760



20,560



20,560Cross currency swap, net


65,127



65,127



61,540



61,540$
85,795


$
85,795


$
82,347


$
82,347     (1)
    
    Included in accrued liabilities on the condensed consolidated
    balance sheets as of March 27, 2010 and January 2,
    2010 were $3.4 million and $3.7 million, respectively,
    of accrued interest related to the interest rate swap.   25




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Credit
    Risk
    NOTE 15 
    EARNINGS PER SHARE
  Quarter EndedMarch 27,


March 28,2010


2009(In thousands, except per share amounts)Income from continuing operations

$
22,415


$
102,287Income from discontinued operations


347



122Gain on disposal of discontinued operations






1,308Less: Net income attributable to noncontrolling interests


(609
)


(897
)Net income attributable to Dole Food Company, Inc.

$
22,153


$
102,820Weighted average common shares outstanding  Basic


87,425



51,710Diluted effects of stock incentive plan


46



Weighted average common shares outstanding  Diluted


87,471



51,710Earnings Per Share  Basic:Income from continuing operations

$
0.26


$
1.98Income from discontinued operations






Gain on disposal of discontinued operations






0.03Less: Net income attributable to noncontrolling interests


(0.01
)


(0.02
)Net income attributable to Dole Food Company, Inc.

$
0.25


$
1.99Earnings Per Share  Diluted:Income from continuing operations

$
0.26


$
1.98Income from discontinued operations






Gain on disposal of discontinued operations






0.03Less: Net income attributable to noncontrolling interests


(0.01
)


(0.02
)Net income attributable to Dole Food Company, Inc.

$
0.25


$
1.99  26




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 16 
    SHARE-BASED COMPENSATION
    NOTE 17 
    SUBSEQUENT EVENT
    NOTE 18 
    GUARANTOR FINANCIAL INFORMATION
       27




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONSFor the Quarter Ended March 27,
    2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
18,496


$
730,279


$
1,188,372


$
(331,273
)

$
1,605,874Cost of products sold


(14,789
)


(633,214
)


(1,114,013
)


328,349



(1,433,667
)Gross margin


3,707



97,065



74,359



(2,924
)


172,207Selling, marketing and general and administrative expenses


(16,885
)


(50,244
)


(50,993
)


2,924



(115,198
)Gain on asset sales


426







1,545







1,971Operating income (loss)


(12,752
)


46,821



24,911







58,980Equity in subsidiary income


52,394



10,381







(62,775
)


Other income (expense), net


(1,429
)






6,036







4,607Interest income


273



119



1,210







1,602Interest expense


(24,838
)


(27
)


(16,185
)






(41,050
)Income from continuing operations before income taxes and equity
    earnings


13,648



57,294



15,972



(62,775
)


24,139Income taxes


8,505



(5,527
)


(6,153
)






(3,175
)Earnings from equity method investments






295



1,156







1,451Income from continuing operations


22,153



52,062



10,975



(62,775
)


22,415Income from discontinued operations, net of income taxes










347







347Net income


22,153



52,062



11,322



(62,775
)


22,762Less: Net income attributable to noncontrolling interests










(609
)






(609
)Net Income attributable to Dole Food Company, Inc.

$
22,153


$
52,062


$
10,713


$
(62,775
)

$
22,153   For the
    Quarter Ended March 28, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
15,152


$
719,643


$
1,192,710


$
(330,915
)

$
1,596,590Cost of products sold


(13,688
)


(639,145
)


(1,068,086
)


328,200



(1,392,719
)Gross margin


1,464



80,498



124,624



(2,715
)


203,871Selling, marketing and general and administrative expenses


(10,941
)


(40,528
)


(48,652
)


2,715



(97,406
)Gain on asset sales






9,934



6,700







16,634Operating income (loss)


(9,477
)


49,904



82,672







123,099Equity in subsidiary income


130,599



86,476







(217,075
)


Other income (expense), net


(578
)






22,530







21,952Interest income


256



33



1,347







1,636Interest expense


(25,849
)


(31
)


(11,666
)






(37,546
)Income from continuing operations before income taxes and equity
    earnings


94,951



136,382



94,883



(217,075
)


109,141Income taxes


7,871



(6,393
)


(9,526
)






(8,048
)Earnings from equity method investments


(2
)


193



1,003







1,194Income from continuing operations


102,820



130,182



86,360



(217,075
)


102,287Income from discontinued operations, net of income taxes










122







122Gain on disposal of discontinued operations, net of income taxes










1,308







1,308Net income


102,820



130,182



87,790



(217,075
)


103,717Less: Net income attributable to noncontrolling interests










(897
)






(897
)Net income attributable to Dole Food Company, Inc.

$
102,820


$
130,182


$
86,893


$
(217,075
)

$
102,820  28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEETAs of March 27, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
64,288


$
1,610


$
131,657


$



$
197,555Receivables, net of allowances


522,721



139,836



545,321



(400,116
)


807,762Inventories


6,804



260,647



450,479







717,930Prepaid expenses


7,863



7,666



52,644







68,173Deferred income tax assets


6,940



21,099







(18,539
)


9,500Assets
    held-for-sale


77,551



3,813



15,585







96,949Total current assets


686,167



434,671



1,195,686



(418,655
)


1,897,869Restricted deposits










21,250







21,250Investments


2,444,168



1,884,310



79,792



(4,326,405
)


81,865Property, plant and equipment, net


156,520



264,363



525,203







946,086Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



13,876



1,469







704,960Other assets, net


65,253



18,346



114,022



(14,514
)


183,107Total assets

$
4,041,723


$
2,747,384


$
2,212,851


$
(4,759,574
)

$
4,242,384LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,717


$
527,955


$
394,379


$
(418,655
)

$
509,396Accrued liabilities


74,483



211,377



175,770







461,630Current portion of long-term debt


68,443



273



8,590







77,306Notes payable










37,244







37,244Total current liabilities


148,643



739,605



615,983



(418,655
)


1,085,576Intercompany payables (receivables)


1,603,254



(461,405
)


(1,141,849
)






Long-term debt


916,972



3,154



646,128







1,566,254Deferred income tax liabilities


215,610











(14,514
)


201,096Other long-term liabilities


297,654



20,982



184,066







502,702Equity attributable to Dole Food Company, Inc.


859,590



2,445,048



1,881,357



(4,326,405
)


859,590Equity attributable to noncontrolling interests










27,166







27,166Total shareholders equity


859,590



2,445,048



1,908,523



(4,326,405
)


886,756Total liabilities and shareholders equity

$
4,041,723


$
2,747,384


$
2,212,851


$
(4,759,574
)

$
4,242,384  29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEETAs of January 2, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
20,913


$
2,118


$
96,639


$



$
119,670Receivables, net of allowances


499,542



130,114



496,617



(400,116
)


726,157Inventories


6,954



284,247



426,990







718,191Prepaid expenses


6,955



9,449



52,261







68,665Deferred income tax assets


6,940



20,831







(19,275
)


8,496Assets
    held-for-sale


72,623



7,064



16,333







96,020Total current assets


613,927



453,823



1,088,840



(419,391
)


1,737,199Restricted deposits










23,290







23,290Investments


2,402,350



1,959,795



84,516



(4,361,657
)


85,004Property, plant and equipment, net


161,847



258,970



541,430







962,247Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



14,729



1,509







705,853Other assets, net


66,680



18,684



115,740



(14,921
)


186,183Total assets

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,152


$
531,244


$
357,394


$
(419,391
)

$
474,399Accrued liabilities


71,533



199,981



169,326







440,840Current portion of long-term debt, net


(1,781
)


269



9,529







8,017Notes payable










37,308







37,308Total current liabilities


74,904



731,494



573,557



(419,391
)


960,564Intercompany payables (receivables)


1,559,112



(320,925
)


(1,238,187
)






Long-term debt, net


922,754



3,224



626,702







1,552,680Deferred income tax liabilities


219,488











(14,921
)


204,567Other long-term liabilities


319,186



21,023



183,024







523,233Equity attributable to Dole Food Company Inc.


838,975



2,403,003



1,958,654



(4,361,657
)


838,975Equity attributable to non controlling interest










27,004







27,004Total shareholders equity


838,975



2,403,003



1,985,658



(4,361,657
)


865,979Total liabilities and shareholders equity

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023  30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWSFor the Quarter Ended March 27,
    2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(9,570
)

$
10,919


$
17,401


$



$
18,750INVESTING ACTIVITIESProceeds from sales of assets and businesses, net of cash
    disposed


514







9,227







9,741Capital expenditures


(51
)


(4,126
)


(5,953
)






(10,130
)Restricted deposits










2,040







2,040Other


(45
)














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


418



(4,126
)


5,314







1,606FINANCING ACTIVITIESShort-term debt repayments, net of borrowings


(809
)


(7,235
)


(4,092
)






(12,136
)Long-term debt borrowings


305,400







594,019







899,419Long-term debt repayments


(241,806
)


(66
)


(569,884
)






(811,756
)Payment of debt issuance costs


(9,525
)






(6,333
)






(15,858
)Payment of initial public offering costs


(733
)














(733
)Dividends paid to noncontrolling interests










(430
)






(430
)Cash flow provided by (used in) financing activities


52,527



(7,301
)


13,280







58,506Effect of foreign currency exchange rate changes on cash










(977
)






(977
)Increase (decrease) in cash and cash equivalents


43,375



(508
)


35,018







77,885Cash and cash equivalents at beginning of period


20,913



2,118



96,639







119,670Cash and cash equivalents at end of period

$
64,288


$
1,610


$
131,657


$



$
197,555  31




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWSFor the Quarter Ended March 28,
    2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
98,925


$
(43,006
)

$
(16,956
)

$



$
38,963INVESTING ACTIVITIESProceeds from sales of assets and business, net of cash disposed






46,168



10,269







56,437Capital expenditures


(1,520
)


(2,687
)


(7,135
)






(11,342
)Other


(8
)














(8
)Cash flow provided by (used in) investing activities


(1,528
)


43,481



3,134







45,087FINANCING ACTIVITIESShort-term debt borrowings, net of repayments






(405
)


(3,516
)


4,005



84Long-term debt borrowings


595,700







17







595,717Long-term debt repayments


(684,600
)


(70
)


(546
)






(685,216
)Payment of debt issuance costs


(12,996
)






(4,764
)






(17,760
)Dividends paid to noncontrolling interests










(180
)






(180
)Cash flow used in financing activities


(101,896
)


(475
)


(8,989
)


4,005



(107,355
)Effect of foreign currency exchange rate changes on cash










(1,579
)






(1,579
)Decrease in cash and cash equivalents


(4,499
)






(24,390
)


4,005



(24,884
)Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
12,312


$



$
61,070


$
(7,437
)

$
65,945  32




---



##### Table of Contents



Item 2. MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  Form 10-K
  Overview
    
    Operating income for the first quarter of 2010 was
    $59 million compared to $123.1 million in the first
    quarter of 2009, a decrease of 52%. First quarter 2010 operating
    income included a net $1.8 million benefit due to gains on
    asset sales and unrealized hedging losses, compared with a net
    $29.4 million benefit due to asset sales and unrealized
    hedging gains for the same period in 2009.
    Earnings in our fresh fruit segment decreased
    $55.7 million. Earnings from fresh fruit products decreased
    $43.1 million mainly due to lower banana earnings in Europe
    and Asia as a result of lower pricing that was driven by weather
    related issues.
    Earnings in our packaged foods segment increased
    $7.1 million, or 33%, due to lower worldwide product costs
    and higher volumes.
    Earnings in our fresh vegetables segment increased
    $3.1 million, or 44% (excluding the 2009 gain on sale of
    property), primarily due to improved pricing for strawberries
    and lower raw material costs in the packaged salads business.
    Cash flows provided by operating activities for the quarter
    ended March 27, 2010 were $18.8 million compared to
    cash flows provided by operating activities of $39 million
    for the same period in 2009. Cash flows provided by operating
    activities decreased primarily due to lower net income partially
    offset by improved working capital.
    Dole completed amendments to its senior secured credit
    facilities during the first quarter of 2010. The amendments will
    reduce interest expense on these facilities, and as a result of
    the second quarter 2010 redemption of the remaining
    $70 million outstanding on the 8.875% notes due 2011
    (2011 Notes) will also extend Doles nearest
    maturities to 2013.   33




---



##### Table of Contents



Non-GAAP Financial
    Measures
    Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Net income

$
22,762


$
103,717Income from discontinued operations, net of income taxes


(347
)


(122
)Gain on disposal of discontinued operations, net of income taxes






(1,308
)Interest expense


41,050



37,546Income taxes


3,175



8,048EBIT


66,640



147,881Depreciation and amortization


26,267



26,929Net unrealized (gain) loss on derivative instruments


3,779



(30,459
)Foreign currency exchange gain on vessel obligations


(5,174
)


(422
)Net unrealized gain on foreign denominated instruments


(4,612
)


(5,336
)Gain on asset sales


(1,971
)


(16,634
)Adjusted EBITDA

$
84,929


$
121,959        34




---



##### Table of Contents



Results
    of Operations
    Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Revenues, net

$
1,605,874


$
1,596,590Operating income


58,980



123,099Other income (expense), net


4,607



21,952Interest expense


(41,050
)


(37,546
)Income taxes


(3,175
)


(8,048
)Net income


22,762



103,717Less: Net income attributable to noncontrolling interests


(609
)


(897
)Net income attributable to Dole Food Company, Inc.


22,153



102,820   Revenues
    Operating
    Income
    Other
    Income (Expense), Net
   35




---



##### Table of Contents



Interest
    Expense
      Income
    Taxes
        Segment
    Results of Operations
     36




---



##### Table of Contents



Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Revenues from external customers:Fresh fruit

$
1,122,963


$
1,121,982Fresh vegetables


230,526



233,442Packaged foods


252,243



240,850Corporate


142



316$
1,605,874


$
1,596,590   Quarter EndedMarch 27,


March 28,2010


2009(In thousands)EBIT:Fresh fruit

$
43,153


$
98,822Fresh vegetables


10,490



16,473Packaged foods


29,014



21,890Total operating segments


82,657



137,185Corporate:Unrealized gain (loss) on cross currency swap


(3,588
)


17,716Unrealized gain on foreign denominated instruments


4,726



5,538Operating and other expenses


(17,155
)


(12,558
)Corporate


(16,017
)


10,696Interest expense


(41,050
)


(37,546
)Income taxes


(3,175
)


(8,048
)Income from continuing operations, net of income taxes

$
22,415


$
102,287   Fresh
    Fruit
   37




---



##### Table of Contents



Quarter EndedMarch 27,


March 28,2010


2009(In thousands)Fresh fruit products

$
36,248


$
79,311Unrealized gain (loss) on foreign currency and fuel hedges


(70
)


12,591Foreign currency exchange gain on vessel obligations


5,174



422Net unrealized loss on foreign denominated instruments


(170
)


(202
)Gain on asset sales


1,971



6,700Total Fresh fruit EBIT.

$
43,153


$
98,822     Fresh
    Vegetables
      Packaged
    Foods
     38




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##### Table of Contents



Corporate
    Discontinued
    Operations
    Liquidity
    and Capital Resources
               39




---



##### Table of Contents



Other
    Matters
  Recently Issued and Adopted Accounting
    Pronouncements:
  European Union (EU) Banana Import
    Regime:
            Derivative Instruments and Hedging
    Activities:
   40




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##### Table of Contents



Quarter Ended March 27, 2010Foreign


Bunker


Cross


InterestCurrency


Fuel


Currency


RateHedges


Hedges


Swap


Swap


Total(In thousands)Fresh fruit

$
23


$
(93
)

$



$



$
(70
)Packaged foods


(121
)














(121
)Corporate










(3,588
)


1,120



(2,468
)$
(98
)

$
(93
)

$
(3,588
)

$
1,120


$
(2,659
)   Quarter Ended March 28, 2009Foreign


Bunker


Cross


InterestCurrency


Fuel


Currency


RateHedges


Hedges


Swap


Swap


Total(In thousands)Fresh fruit

$
9,350


$
3,241


$



$



$
12,591Packaged foods


152















152Corporate










17,716







17,716$
9,502


$
3,241


$
17,716


$



$
30,459    Item 3. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
 Item 4. CONTROLS
    AND PROCEDURES  Rule 13a-15(e) Rule 15d-15(e)
 41




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##### Table of Contents



PART II.
    OTHER INFORMATION
    DOLE FOOD COMPANY, INC.  Item 1.
    Legal
    Proceedings    Item 6.
    Exhibits  ExhibitNumber31
.1*

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

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

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

Certification by the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act     *
    
    Filed herewith
    
    Furnished herewith 42




---



##### Table of Contents



SIGNATURES       By:
    /s/  Joseph
    S. Tesoriero   Executive Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh  Yoon J. Hugh
 Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
   43




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber31
.1*

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

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

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

Certification by the Chief Financial Officer pursuant to Section
    906 of the Sarbanes-Oxley Act.     *
    
    Filed herewith
    
    Furnished herewith 44