##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 14, 2008oro

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
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ
    Class

Shares Outstanding at July 17, 2008Common Stock, $0.001 Par Value

1,000




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##### 





DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I


Financial InformationItem 1.


Financial Statements (unaudited)Condensed Consolidated Statements of
    Operations  Quarters and Half Years Ended
    June 14, 2008 and June 16, 2007


3Condensed Consolidated Balance Sheets 
    June 14, 2008 and December 29, 2007


4Condensed Consolidated Statements of Cash
    Flows  Half Years Ended June 14, 2008 and
    June 16, 2007


5Notes to Condensed Consolidated Financial
    Statements


7Item 2.


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


32Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


42Item 4.


Controls and Procedures


42PART II


Other InformationItem 1.


Legal Proceedings


43Item 6.


Exhibits


43Signatures


44Exhibit Index


45Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    ActCertification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    ActCertification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    ActCertification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act   2




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##### Table of Contents



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


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Revenues, net

$
1,994,943


$
1,735,302


$
3,723,288


$
3,252,708Cost of products sold


(1,751,868
)


(1,550,351
)


(3,308,749
)


(2,926,019
)Gross margin


243,075



184,951



414,539



326,689Selling, marketing and general and administrative expenses


(121,411
)


(109,988
)


(239,515
)


(218,188
)Operating income


121,664



74,963



175,024



108,501Other income (expense), net (Note 4)


23,653



13,758



(5,058
)


15,337Interest income


1,109



1,907



2,878



3,509Interest expense


(41,245
)


(44,722
)


(84,742
)


(88,924
)Income from continuing operations before income taxes, minority
    interests and equity earnings


105,181



45,906



88,102



38,423Income taxes


69,577



7,086



60,200



4,572Minority interests, net of income taxes


(655
)


(821
)


(1,326
)


(1,161
)Equity in earnings of unconsolidated subsidiaries


2,333



904



3,336



1,579Income from continuing operations


176,436



53,075



150,312



43,413Income (loss) from discontinued operations, net of income taxes


4,318



(4,020
)


1,497



(4,573
)Net income

$
180,754


$
49,055


$
151,809


$
38,840    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED BALANCE SHEETS
    (Unaudited)  June 14,


December 29,2008


2007(In thousands, except share data)ASSETSCash and cash equivalents

$
77,356


$
97,061Receivables, net of allowances of $49,718 and $61,720,
    respectively


1,016,631



839,153Inventories


782,633



750,675Prepaid expenses


75,135



71,296Deferred income tax assets


17,955



12,085Assets held-for-sale


235,308



76,244Total current assets


2,205,018



1,846,514Investments


75,597



69,336Property, plant and equipment, net of accumulated depreciation
    of $1,012,239 and $980,390, respectively


1,191,288



1,340,139Goodwill


432,788



509,518Intangible assets, net


718,769



721,790Other assets, net


134,337



155,587Total assets

$
4,757,797


$
4,642,884LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
594,319


$
542,959Liabilities related to assets held-for-sale


22,762



Accrued liabilities


533,170



514,584Current portion of long-term debt


363,828



14,171Notes payable


80,511



81,018Total current liabilities


1,594,590



1,152,732Long-term debt


1,960,761



2,316,208Deferred income tax liabilities


269,452



277,824Other long-term liabilities


414,357



541,234Minority interests


29,865



29,878Contingencies (Note 13)Shareholders equityCommon stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding






Additional paid-in capital


409,907



409,907Retained earnings (deficit)


66,926



(84,883
)Accumulated other comprehensive income (loss)


11,939



(16
)Total shareholders equity


488,772



325,008Total liabilities and shareholders equity

$
4,757,797


$
4,642,884    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  Half Year EndedJune 14,


June 16,2008


2007(In thousands)Operating ActivitiesNet income

$
151,809


$
38,840Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


65,608



71,319Net unrealized foreign currency exchange (gains) losses


5,806



(10,290
)Asset write-offs, impairments and net (gain) loss on sale of
    assets


(11,597
)


6,617Minority interests and equity earnings, net


(2,161
)


(888
)Amortization of debt issuance costs


1,895



1,895Provision for deferred income taxes


(24,634
)


(32,205
)Unrecognized tax benefits on federal income tax audit settlement
    (Note 6)


(61,083
)


Pension and other postretirement benefit plan expense


9,227



7,993Other


(159
)


504Changes in operating assets and liabilities:Receivables


(165,145
)


(148,703
)Inventories


(36,584
)


17,104Prepaid expenses and other assets


(11,875
)


(7,915
)Accounts payable


74,728



107,928Accrued liabilities


12,954



(32,204
)Other long-term liabilities


(11,371
)


5,487Cash flow provided by (used in) operating activities


(2,582
)


25,482Investing ActivitiesProceeds from sales of assets


31,976



32,742Capital additions


(35,312
)


(44,040
)Repurchase of common stock in going-private merger transaction


(137
)


(203
)Cash flow used in investing activities


(3,473
)


(11,501
)Financing ActivitiesShort-term debt borrowings


52,906



40,790Short-term debt repayments


(62,902
)


(40,855
)Long-term debt borrowings, net of debt issuance costs


603,849



534,675Long-term debt repayments


(607,225
)


(532,694
)Dividends paid to minority shareholders


(1,194
)


(8,942
)Cash flow used in financing activities


(14,566
)


(7,026
)Effect of foreign currency exchange rate changes on cash


916



1,214Increase (decrease) in cash and cash equivalents


(19,705
)


8,169Cash and cash equivalents at beginning of period


97,061



92,414Cash and cash equivalents at end of period

$
77,356


$
100,583  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.



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)  NOTE 1 
    BASIS OF PRESENTATION
  Form 10-K (Form 10-K)
        NOTE 2 
    2009 DEBT MATURITY
     7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 3 
    RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING
    PRONOUNCEMENTS
  The Hierarchy of Generally Accepted
    Accounting Principles The
    Meaning of Present Fairly in Conformity With Generally
    Accepted Accounting Principles
  Disclosures About
    Derivative Instruments and Hedging Activities  an
    amendment of FASB Statement No. 133
  Noncontrolling Interests
    in Consolidated Financial Statements
  Business
    Combinations
  Fair Value Measurements 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 (FSP 157-1) FSP 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-1 FSP 157-2
 8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 4 
    OTHER
    INCOME (EXPENSE), NET    Quarter Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Unrealized gain (loss) on the cross currency swap

$
19,001


$
10,388


$
(13,353
)

$
8,578Realized gain on the cross currency swap


2,696



3,122



5,619



6,449Gain (loss) on the vessel obligation


1,584



(199
)


2,075



(233
)Other


372



447



601



543Other income (expense), net

$
23,653


$
13,758


$
(5,058
)

$
15,337     NOTE 5 
    DISCONTINUED OPERATIONS
  Accounting
    for the Impairment or Disposal of Long-Lived Assets
  Quarter Ended


Quarter EndedJune 14, 2008


June 16, 2007Fresh-Cut








Fresh-CutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
29,063


$
3,148


$
32,211


$
27,921


$
3,476


$
31,397Income (loss) before income taxes

$
(5,896
)

$
(294
)

$
(6,190
)

$
(5,688
)

$
916


$
(4,772
)Income taxes


10,396



112



10,508



1,128



(376
)


752Income (loss) from discontinued operations, net of income taxes

$
4,500


$
(182
)

$
4,318


$
(4,560
)

$
540


$
(4,020
)   Half Year Ended


Half Year EndedJune 14, 2008


June 16, 2007Fresh-Cut








Fresh-CutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
62,879


$
5,020


$
67,899


$
64,885


$
5,240


$
70,125Loss before income taxes

$
(9,037
)

$
(251
)

$
(9,288
)

$
(5,729
)

$
(869
)

$
(6,598
)Income taxes


10,691



94



10,785



1,669



356



2,025Income (loss) from discontinued operations, net of income taxes

$
1,654


$
(157
)

$
1,497


$
(4,060
)

$
(513
)

$
(4,573
)  9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   NOTE 6 
    INCOME TAXES
    Half Year EndedJune 14,2008(In thousands)Expense computed at U.S. federal statutory income tax rate of 35%

$
30,836Foreign income taxed at different rates


(56,507
)State and local income tax, net of federal income taxes


(551
)Valuation allowances


18,228Favorable settlement of federal income tax audit for the years
    1995-2001


(61,083
)Increase in FIN 48 liabilities for unrecognized tax
    benefits and other


6,730Permanent items and interest*


2,147$
(60,200
)     *
    
    Permanent items and interest include interest expense of
    $2.1 million (net of associated income tax benefit of
    approximately $0.7 million) related to the Companys
    unrecognized tax benefits.      Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
       10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  1995-2001.
  non-U.S. income
  Income Tax Audits:
  1995  2001 Federal Income Tax
    Audit:
  2002  2005 Federal Income Tax
    Audit: 2002-2005
  NOTE 7 
    INVENTORIES
    June 14,


December 29,2008


2007(In thousands)Finished products

$
409,035


$
355,502Raw materials and work in progress


153,248



155,166Crop-growing costs


152,300



172,980Operating supplies and other


68,050



67,027$
782,633


$
750,675  11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 8 
    GOODWILL AND INTANGIBLE ASSETS
    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of December 29, 2007

$
359,072


$
86,675


$
63,771


$
509,518Tax-related adjustments


(57,442
)


(15,007
)


(3,066
)


(75,515
)Other


(1,215
)










(1,215
)Balance as of June 14, 2008

$
300,415


$
71,668


$
60,705


$
432,788       June 14,


December 29,2008


2007(In thousands)Amortized intangible assets:Customer relationships

$
47,982


$
48,906Other amortized intangible assets


5,688



5,85153,670



54,757Accumulated amortization  customer relationships


(19,333
)


(17,483
)Other accumulated amortization


(5,183
)


(5,099
)Accumulated amortization  intangible assets


(24,516
)


(22,582
)Intangible assets, net


29,154



32,175Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
718,769


$
721,790       Fiscal Year

Amount2008

$
2,3202009

$
4,3092010

$
4,3092011

$
4,3092012

$
4,309   Goodwill and
    Other Intangible Assets
 12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 9 
    NOTES PAYABLE AND LONG-TERM DEBT
    June 14,


December 29,2008


2007(In thousands)Unsecured debt:8.625% notes due 2009

$
350,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facility


180,000



176,400Term loan facilities


955,500



960,375Contracts and notes, at a weighted-average interest rate of 8.4%
    in 2008 (8.4% in 2007) through 2014


2,901



3,255Capital lease obligations


81,659



85,959Unamortized debt discount


(471
)


(610
)Notes payable


80,511



81,0182,405,100



2,411,397Current maturities


(444,339
)


(95,189
)$
1,960,761


$
2,316,208   Debt
    Issuance Costs
    Term
    Loans and Revolving Credit Facility
     13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Covenants
    NOTE 10 
    SHAREHOLDERS EQUITY
  Comprehensive
    Income
    Quarter EndedJune 14,


June 16,2008


2007(In thousands)Net income

$
180,754


$
49,055Unrealized foreign currency exchange translation loss


(4,562
)


(894
)Reclassification of realized cash flow hedging (gains) losses to
    net income


983



(3,292
)Unrealized net gain on cash flow hedging instruments


14,252



14,952Comprehensive income

$
191,427


$
59,821   Half Year EndedJune 14,


June 16,2008


2007(In thousands)Net income

$
151,809


$
38,840Unrealized foreign currency exchange translation gain


7,897



821Reclassification of realized cash flow hedging (gains) losses to
    net loss


820



(3,285
)Unrealized net gain on cash flow hedging instruments


3,238



13,899Comprehensive income

$
163,764


$
50,275   Dividends
     14




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 11 
    EMPLOYEE BENEFIT PLANS
    U.S. Pension Plans


International Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedJune 14,


June 16,


June 14,


June 16,


June 14,


June 16,2008


2007


2008


2007


2008


2007(In thousands)Components of net periodic benefit cost:Service cost

$
34


$
34


$
1,439


$
1,467


$
66


$
71Interest cost


4,288



3,955



2,355



2,010



905



896Expected return on plan assets


(4,186
)


(4,089
)


(583
)


(564
)






Amortization of:Unrecognized net loss


341



285



116



121



(2
)


22Unrecognized prior service cost (benefit)










19



17



(211
)


(211
)Unrecognized net transition obligation










14



13







$
477


$
185


$
3,360


$
3,064


$
758


$
778   InternationalU.S. Pension Plans


Pension Plans


OPRB PlansHalf Year Ended


Half Year Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,


June 14,


June 16,2008


2007


2008


2007


2008


2007(In thousands)Components of net periodic benefit cost:Service cost

$
68


$
68


$
2,893


$
2,907


$
132


$
142Interest cost


8,576



7,910



4,734



3,981



1,810



1,792Expected return on plan assets


(8,372
)


(8,178
)


(1,170
)


(1,120
)






Amortization of:Unrecognized net loss


682



570



233



240



(4
)


44Unrecognized prior service cost (benefit)










39



34



(422
)


(422
)Unrecognized net transition obligation










28



25







$
954


$
370


$
6,757


$
6,067


$
1,516


$
1,556   NOTE 12 
    SEGMENT INFORMATION
       15




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##### Table of Contents



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


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Revenues from external customers:Fresh fruit

$
1,466,922


$
1,228,061


$
2,695,450


$
2,272,715Fresh vegetables


279,643



265,086



510,672



509,360Packaged foods


248,118



241,876



516,623



470,102Corporate


260



279



543



531$
1,994,943


$
1,735,302


$
3,723,288


$
3,252,708   Quarter Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)EBIT:Fresh fruit

$
131,028


$
90,792


$
183,575


$
123,245Fresh vegetables


1,510



(14,607
)


(1,958
)


(12,374
)Packaged foods


6,418



17,069



30,270



32,317Total operating segments


138,956



93,254



211,887



143,188Corporate:Unrealized gain (loss) on cross currency swap


19,001



10,388



(13,353
)


8,578Operating and other expenses, net


(9,853
)


(12,931
)


(23,680
)


(24,001
)Total Corporate


9,148



(2,543
)


(37,033
)


(15,423
)Interest expense


(41,245
)


(44,722
)


(84,742
)


(88,924
)Income taxes


69,577



7,086



60,200



4,572Income from continuing operations, net of income taxes

$
176,436


$
53,075


$
150,312


$
43,413    16




---



##### Table of Contents



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


December 29,2008


2007(In thousands)Total assetsFresh fruit

$
2,646,662


$
2,528,169Fresh vegetables


460,905



476,501Packaged foods


709,943



693,515Total operating segments


3,817,510



3,698,185Corporate


817,992



832,121Fresh-cut flowers  discontinued operation


122,295



112,578$
4,757,797


$
4,642,884   NOTE 13 
    CONTINGENCIES
          DBCP Cases:
 17




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##### 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)
        Form 10-K
  European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits
     19




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Honduran Tax Case: Form 10-K
  Hurricane Katrina Cases: Form 10-K
  Spinach E. coli Outbreak: Form 10-K
  NOTE 14 
    ASSETS HELD-FOR-SALE
   20




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##### Table of Contents



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


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of December 29, 2007

$
34,159


$
3,251


$



$
38,834


$
76,244Additions


77,020







4,452



83,461



164,933Sales


(5,869
)














(5,869
)Balance as of June 14, 2008

$
105,310


$
3,251


$
4,452


$
122,295


$
235,308     Fresh-CutFlowers -Fresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-for-Sale(In thousands)Assets held-for-sale:Receivables

$



$



$



$
18,540


$
18,540Inventories


3,088











4,896



7,984Property, plant and equipment, net of accumulated depreciation


101,397



3,251



4,452



69,724



178,824Other assets, net


825











29,135



29,960Total assets held-for-sale

$
105,310


$
3,251


$
4,452


$
122,295


$
235,308Liabilities associated with assets held-for-sale:Accounts payable

$



$



$



$
11,095


$
11,095Accrued liabilities














10,604



10,604Other liabilities














1,063



1,063Total liabilities associated with assets
    held-for-sale

$



$



$



$
22,762


$
22,762   Fresh
    Fruit
     21




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Third
    Quarter 2008 Sales
        Packaged
    Foods
    Fresh-Cut
    Flowers
    Third
    Quarter 2008 Sale
    NOTE 15 
    DERIVATIVE FINANCIAL INSTRUMENTS
    Accounting for Derivative Instruments and
    Hedging Activities, as amended
 22




---



##### Table of Contents



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





AverageParticipating








Fair Market


StrikeForwards


Forwards


Total


Value


Price(In thousands)Foreign Currency Hedges(Buy/Sell):U.S. Dollar/Japanese Yen

$
173,240


$
2,048


$
175,288


$
2,494



JPY 107.3U.S. Dollar/Euro


190,221







190,221



(7,763
)


EUR 1.39U.S. Dollar/Canadian Dollar






23,825



23,825



(463
)


CAD 1.05Chilean Peso/U.S. Dollar






12,000



12,000



99



CLP 505Philippine Peso/U.S. Dollar






38,406



38,406



(3,915
)


PHP 40.9Thai Baht/U.S. Dollar


28,336



35,708



64,044



658



THB 33.5Total

$
391,797


$
111,987


$
503,784


$
(8,890
)     Notional Volume

Fair Market

Average Price(metric tons)

Value

(per metric ton)(In thousands)Bunker Fuel Hedges:Rotterdam


27,993


$
4,801


$
436       Quarter Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Unrealized Gains (Losses):Foreign currency exchange contracts

$
6,968


$
1,628


$
3,175


$
1,628Bunker fuel contracts


3,613



(61
)


4,051



(61
)10,581



1,567



7,226



1,567Realized Gains (Losses):Foreign currency exchange contracts


(5,998
)


1,305



(8,971
)


2,276Bunker fuel contracts


711



32



1,798



(864
)(5,287
)


1,337



(7,173
)


1,412$
5,294


$
2,904


$
53


$
2,979    23




---



##### Table of Contents



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


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Unrealized gains (losses)

$
19,001


$
10,388


$
(13,353
)

$
8,578Realized gains


2,696



3,122



5,619



6,449$
21,697


$
13,510


$
(7,734
)

$
15,027                24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Fair ValueMeasurements atJune 14, 2008Using SignificantOther ObservableJune 14,


Inputs2008


(Level 2)(In thousands)Assets:Foreign currency exchange contracts

$
3,251


$
3,251Bunker fuel contracts


4,801



4,801$
8,052


$
8,052Liabilities:Foreign currency exchange contracts

$
12,141


$
12,141Interest rate swap


11,467



11,467Cross currency swap


3,431



3,431$
27,039


$
27,039   NOTE 16 
    GUARANTOR FINANCIAL INFORMATION
       25




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended June 14, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
18,367


$
803,391


$
1,565,676


$
(392,491
)

$
1,994,943Cost of products sold


(29,495
)


(750,569
)


(1,361,087
)


389,283



(1,751,868
)Gross margin


(11,128
)


52,822



204,589



(3,208
)


243,075Selling, marketing and general and administrative expenses


(15,004
)


(38,745
)


(70,870
)


3,208



(121,411
)Operating income (loss)


(26,132
)


14,077



133,719







121,664Equity in subsidiary income


157,558



133,167







(290,725
)


Other income (expense), net










23,653







23,653Interest income


25



(106
)


1,190







1,109Interest expense


(27,163
)


(158
)


(13,924
)






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


104,288



146,980



144,638



(290,725
)


105,181Income taxes


76,467



(762
)


(6,128
)






69,577Minority interests, net of income taxes










(655
)






(655
)Equity in earnings of unconsolidated subsidiaries


(1
)


(7
)


2,341







2,333Income from continuing operations, net of income taxes


180,754



146,211



140,196



(290,725
)


176,436Income (loss) from discontinued operations, net of income taxes






10,072



(5,754
)






4,318Net income

$
180,754


$
156,283


$
134,442


$
(290,725
)

$
180,754   For the
    Quarter Ended June 16, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
18,905


$
696,055


$
1,315,277


$
(294,935
)

$
1,735,302Cost of products sold


(16,054
)


(641,905
)


(1,180,715
)


288,323



(1,550,351
)Gross margin


2,851



54,150



134,562



(6,612
)


184,951Selling, marketing and general and administrative expenses


(17,395
)


(42,489
)


(56,716
)


6,612



(109,988
)Operating income (loss)


(14,544
)


11,661



77,846







74,963Equity in subsidiary income


88,641



67,004







(155,645
)


Other income (expense), net










13,758







13,758Interest income


67



51



1,789







1,907Interest expense


(28,280
)


(2
)


(16,440
)






(44,722
)Income from continuing operations before income taxes, minority
    interests and equity earnings


45,884



78,714



76,953



(155,645
)


45,906Income taxes


3,172



11,813



(7,899
)






7,086Minority interests, net of income taxes










(821
)






(821
)Equity in earnings of unconsolidated subsidiaries


(1
)


(42
)


947







904Income from continuing operations, net of income taxes


49,055



90,485



69,180



(155,645
)


53,075Loss from discontinued operations, net of income taxes






(2,270
)


(1,750
)






(4,020
)Net income

$
49,055


$
88,215


$
67,430


$
(155,645
)

$
49,055  26




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OPERATIONS
    For the Half Year Ended June 14, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
36,063


$
1,505,072


$
2,874,048


$
(691,895
)

$
3,723,288Cost of products sold


(36,082
)


(1,376,375
)


(2,582,168
)


685,876



(3,308,749
)Gross margin


(19
)


128,697



291,880



(6,019
)


414,539Selling, marketing and general and administrative expenses


(30,497
)


(83,059
)


(131,978
)


6,019



(239,515
)Operating income (loss)


(30,516
)


45,638



159,902







175,024Equity in subsidiary income


158,372



100,241







(258,613
)


Other income (expense), net










(5,058
)






(5,058
)Interest income


87



85



2,706







2,878Interest expense


(55,074
)


(539
)


(29,129
)






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


72,869



145,425



128,421



(258,613
)


88,102Income taxes


78,944



1,470



(20,214
)






60,200Minority interests, net of income taxes










(1,326
)






(1,326
)Equity in earnings of unconsolidated subsidiaries


(4
)


156



3,184







3,336Income from continuing operations, net of income taxes


151,809



147,051



110,065



(258,613
)


150,312Income (loss) from discontinued operations, net of income taxes






10,467



(8,970
)






1,497Net income

$
151,809


$
157,518


$
101,095


$
(258,613
)

$
151,809   For the
    Half Year Ended June 16, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
38,446


$
1,357,455


$
2,432,316


$
(575,509
)

$
3,252,708Cost of products sold


(32,788
)


(1,236,916
)


(2,220,303
)


563,988



(2,926,019
)Gross margin


5,658



120,539



212,013



(11,521
)


326,689Selling, marketing and general and administrative expenses


(33,272
)


(84,694
)


(111,743
)


11,521



(218,188
)Operating income (loss)


(27,614
)


35,845



100,270







108,501Equity in subsidiary income


113,181



75,868







(189,049
)


Other income (expense), net










15,337







15,337Interest income


142



96



3,271







3,509Interest expense


(56,494
)


(7
)


(32,423
)






(88,924
)Income from continuing operations before income taxes, minority
    interests and equity earnings


29,215



111,802



86,455



(189,049
)


38,423Income taxes


9,616



2,944



(7,988
)






4,572Minority interests, net of income taxes










(1,161
)






(1,161
)Equity in earnings of unconsolidated subsidiaries


9



277



1,293







1,579Income from continuing operations, net of income taxes


38,840



115,023



78,599



(189,049
)


43,413Loss from discontinued operations, net of income taxes






(2,565
)


(2,008
)






(4,573
)Net income

$
38,840


$
112,458


$
76,591


$
(189,049
)

$
38,840  27




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of June 14, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
18,028


$



$
69,678


$
(10,350
)

$
77,356Receivables, net of allowances


379,895



140,399



744,725



(248,388
)


1,016,631Inventories


7,758



295,871



479,004







782,633Prepaid expenses


5,602



14,093



55,440







75,135Deferred income tax assets


22,130



23,686



(27,861
)






17,955Assets held-for-sale


68,029



66,315



100,964







235,308Total current assets


501,442



540,364



1,421,950



(258,738
)


2,205,018Investments


2,292,208



1,857,567



75,043



(4,149,221
)


75,597Property, plant and equipment, net


217,540



303,442



670,306







1,191,288Goodwill






132,374



300,414







432,788Intangible assets, net


689,615



20,416



8,738







718,769Other assets, net


39,460



6,112



88,765







134,337Total assets

$
3,740,265


$
2,860,275


$
2,565,216


$
(4,407,959
)

$
4,757,797LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
4,294


$
384,240


$
464,523


$
(258,738
)

$
594,319Liabilities related to assets-held-for-sale






4,653



18,109







22,762Accrued liabilities


86,338



199,860



246,972







533,170Current portion of long-term debt


351,950



56



11,822







363,828Notes payable










80,511







80,511Total current liabilities


442,582



588,809



821,937



(258,738
)


1,594,590Intercompany payables (receivables)


1,147,147



(86,172
)


(1,060,975
)






Long-term debt


1,153,079



2,024



805,658







1,960,761Deferred income tax liabilities


268,897



11,895



(11,340
)






269,452Other long-term liabilities


239,788



43,486



131,083







414,357Minority interests










29,865







29,865Total shareholders equity


488,772



2,300,233



1,848,988



(4,149,221
)


488,772Total liabilities and shareholders equity

$
3,740,265


$
2,860,275


$
2,565,216


$
(4,407,959
)

$
4,757,797  28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 29, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,424


$



$
95,801


$
(15,164
)

$
97,061Receivables, net of allowances


358,695



134,168



595,027



(248,737
)


839,153Inventories


7,080



321,075



422,520







750,675Prepaid expenses


5,318



16,322



49,656







71,296Deferred income tax assets


16,942



23,686



(28,543
)






12,085Assets held-for-sale


546



36,520



39,178







76,244Total current assets


405,005



531,771



1,173,639



(263,901
)


1,846,514Investments


2,130,680



1,733,717



68,884



(3,863,945
)


69,336Property, plant and equipment, net


286,222



319,107



734,810







1,340,139Goodwill






151,271



358,247







509,518Intangible assets, net


689,616



22,128



10,046







721,790Other assets, net


42,140



5,944



107,503







155,587Total assets

$
3,553,663


$
2,763,938


$
2,453,129


$
(4,127,846
)

$
4,642,884LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
8,339


$
404,698


$
393,823


$
(263,901
)

$
542,959Accrued liabilities


74,479



223,050



217,055







514,584Current portion of long-term debt


1,950



102



12,119







14,171Notes payable










81,018







81,018Total current liabilities


84,768



627,850



704,015



(263,901
)


1,152,732Intercompany payables (receivables)


983,062



(61,695
)


(921,367
)






Long-term debt


1,500,466



2,271



813,471







2,316,208Deferred income tax liabilities


284,167



10,852



(17,195
)






277,824Other long-term liabilities


376,192



44,082



120,960







541,234Minority interests










29,878







29,878Total shareholders equity


325,008



2,140,578



1,723,367



(3,863,945
)


325,008Total liabilities and shareholders equity

$
3,553,663


$
2,763,938


$
2,453,129


$
(4,127,846
)

$
4,642,884  29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 14, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(1,625
)

$
24,460


$
(25,417
)

$



$
(2,582
)INVESTING ACTIVITIESProceeds from sales of assets


982



41



30,953







31,976Capital additions


(91
)


(10,442
)


(24,779
)






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


(137
)














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


754



(10,401
)


6,174







(3,473
)FINANCING ACTIVITIES














Short-term debt borrowings










52,906







52,906Short-term debt repayments






(14,036
)


(53,680
)


4,814



(62,902
)Long-term debt borrowings, net of debt issuance costs


603,800







49







603,849Long-term debt repayments


(601,325
)


(23
)


(5,877
)






(607,225
)Dividends paid to minority shareholders










(1,194
)






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


2,475



(14,059
)


(7,796
)


4,814



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










916







916Increase (decrease) in cash and cash equivalents


1,604







(26,123
)


4,814



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


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
18,028


$



$
69,678


$
(10,350
)

$
77,356  30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 16, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(15,401
)


24,740



16,143







25,482Cash flow provided by operating activities


2,142



42,283



16,143



(35,086
)


25,482INVESTING ACTIVITIESProceeds from sales of assets


462



51



32,229







32,742Capital additions


(292
)


(22,329
)


(21,419
)






(44,040
)Repurchase of common stock in going-private merge transaction


(203
)














(203
)Cash flow provided by (used in) investing activities


(33
)


(22,278
)


10,810







(11,501
)FINANCING ACTIVITIES


















Short-term debt borrowings










40,790







40,790Short-term debt repayments






(2,444
)


(29,676
)


(8,735
)


(40,855
)Long-term debt borrowings, net of debt issuance costs


534,300







375







534,675Long-term debt repayments


(528,163
)


(18
)


(4,513
)






(532,694
)Dividends paid to minority shareholders










(8,942
)






(8,942
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Cash flow provided by (used in) financing activities


6,137



(20,005
)


(19,509
)


26,351



(7,026
)Effect of foreign currency exchange rate changes on cash










1,214







1,214Increase in cash and cash equivalents


8,246







8,658



(8,735
)


8,169Cash and cash equivalents at beginning of period


7,322







88,288



(3,196
)


92,414Cash and cash equivalents at end of period

$
15,568


$



$
96,946


$
(11,931
)

$
100,583  31




---



##### Table of Contents



Item 2. MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  Overview
    
    Net sales for the second quarter of 2008 were $2 billion,
    an increase of 15% from the second quarter of 2007. Net sales
    for the first half of 2008 were $3.7 billion, an increase
    of 14% compared to the prior year.
    Operating income for the second quarter of 2008 was
    $121.7 million, an increase of 62% from the second quarter
    of 2007. Operating income for the first half of 2008 was
    $175 million, an increase of 61% compared to the prior year.
    Strong worldwide banana pricing continued throughout the second
    quarter of 2008, driven by higher worldwide demand and poor
    weather conditions in Latin America which in turn caused a
    shortage of high quality bananas. This shortage has resulted in
    higher prices in all worldwide markets.
    Higher revenues and earnings in our European ripening and
    distribution business continued into the second quarter of 2008,
    resulting from higher local pricing and favorable euro and
    Swedish krona exchange rates.
    Fresh vegetables performance during the second quarter of 2008
    showed significant improvement. Our commodity business benefited
    from higher pricing for strawberries and celery and lower
    strawberry growing costs. Our packaged salads business also
    showed year over year improvement due to higher pricing and
    lower distribution costs and production costs. Production costs
    continue to benefit from higher utilization in our new North
    Carolina production facility. We see the year over year
    improvements in packaged salads continuing during 2008, as we
    complete our plan to transition all spinach and spring mix
    production to our own facilities and maintain a singular focus
    on improving margins. In addition, fresh vegetables benefited
    from a reduction in worker compensation related accruals of
    approximately $7 million as a result of favorable closures
    of historical claims and a reduction in recent claims.
    Our packaged foods business performance declined during the
    second quarter of 2008, due primarily to foreign currency hedge
    losses of $7 million. In addition, there were increased
    production costs due to weather related poor yields in the
    Philippines as well as the strengthening of the Thai baht and
    Philippine peso. Shipping costs also increased during the
    quarter due to higher fuel costs.
    During the second quarter of 2008, the Company approved and
    committed to a formal plan to divest its fresh-cut flowers
    operating segment. Accordingly, the results of operations of the
    fresh-cut flowers segment are reflected as discontinued
    operations for all periods presented (refer to
    Note 5  Discontinued Operations in the notes to
    the condensed consolidated financial statements). All of the
    related assets of this business have been reclassified to assets
    held-for-sale (refer to Note 14  Assets
    Held-For-Sale in the notes to the condensed consolidated
    financial statements). As a result of this reclassification of
    the fresh-cut flowers segment, the Company now has three
    reportable operating segments.
    Other income (expense), net for the second quarter of 2008 was
    impacted by non-cash unrealized gains on Doles cross
    currency swap of $19 million. The Company executed a cross
    currency swap during 2006 to synthetically convert
    $320 million of Term Loan C into Japanese yen denominated
    debt. The non-cash unrealized gain resulted from the Japanese
    yen weakening against the U.S. dollar by 8% during the
    second quarter of 2008. The value of the cross currency swap
    will continue to fluctuate based on changes in the exchange rate
    and market interest rates until maturity in 2011, at which time
    it will settle in cash at the then current exchange rate. For
    the first half of 2008, the Japanese yen strengthened against
    the U.S. dollar resulting in an unrealized loss of
    $13.4 million on the cross currency swap.
    The Company received cash proceeds of approximately
    $32 million for assets sold during the first half of 2008,
    including two refrigerated vessels, two farms in Chile, land in
    Turkey and a distribution facility in Europe. In addition,
    during the third quarter of 2008, the Company closed three asset
    sale transactions that 32




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##### Table of Contents



generated approximately $100 million in cash. These three
    asset sales consisted of land parcels in Hawaii, the fresh-cut
    flowers Miami headquarters building and citrus and pistachio
    orchards in California.  Results
    of Operations
    Quarter Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Revenues, net

$
1,994,943


$
1,735,302


$
3,723,288


$
3,252,708Operating income


121,664



74,963



175,024



108,501Other income (expense), net


23,653



13,758



(5,058
)


15,337Interest expense


(41,245
)


(44,722
)


(84,742
)


(88,924
)Income taxes


69,577



7,086



60,200



4,572Income from continuing operations


176,436



53,075



150,312



43,413Income (loss) from discontinued operations, net of income taxes


4,318



(4,020
)


1,497



(4,573
)Net income


180,754



49,055



151,809



38,840   Revenues
  ®
    Operating
    Income
   33




---



##### Table of Contents



Other
    Income (Expense), Net
      Interest
    Expense
    Income
    Taxes
    Half Year EndedJune 14,2008(In thousands)Expense computed at U.S. federal statutory income tax rate of 35%

$
30,836Foreign income taxed at different rates


(56,507
)State and local income tax, net of federal income taxes


(551
)Valuation allowances


18,228Favorable settlement of federal income tax audit for the years
    1995-2001


(61,083
)Increase in FIN 48 liabilities for unrecognized tax
    benefits and other


6,730Permanent items and interest*


2,147$
(60,200
)     *
    
    Permanent items and interest include interest expense of
    $2.1 million (net of associated income tax benefit of
    approximately $0.7 million) related to the Companys
    unrecognized tax benefits. 34




---



##### Table of Contents



Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
        Segment
    Results of Operations
     35




---



##### Table of Contents



Quarter Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Revenues from external customers:Fresh fruit

$
1,466,922


$
1,228,061


$
2,695,450


$
2,272,715Fresh vegetables


279,643



265,086



510,672



509,360Packaged foods


248,118



241,876



516,623



470,102Corporate


260



279



543



531$
1,994,943


$
1,735,302


$
3,723,288


$
3,252,708   Quarter Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)EBIT:Fresh fruit

$
131,028


$
90,792


$
183,575


$
123,245Fresh vegetables


1,510



(14,607
)


(1,958
)


(12,374
)Packaged foods


6,418



17,069



30,270



32,317Total operating segments


138,956



93,254



211,887



143,188Corporate:Unrealized gain (loss) on cross currency swap


19,001



10,388



(13,353
)


8,578Operating and other expenses, net


(9,853
)


(12,931
)


(23,680
)


(24,001
)Total Corporate


9,148



(2,543
)


(37,033
)


(15,423
)Interest expense


(41,245
)


(44,722
)


(84,742
)


(88,924
)Income taxes


69,577



7,086



60,200



4,572Income from continuing operations, net of income taxes

$
176,436


$
53,075


$
150,312


$
43,413   Fresh
    Fruit
     36




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##### Table of Contents



Fresh
    Vegetables
      Packaged
    Foods
     37




---



##### Table of Contents



Corporate
    Discontinued
    Operations
    Quarter Ended


Quarter EndedJune 14, 2008


June 16, 2007Fresh-cut








Fresh-cutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
29,063


$
3,148


$
32,211


$
27,921


$
3,476


$
31,397Income (loss) before income taxes

$
(5,896
)

$
(294
)

$
(6,190
)

$
(5,688
)

$
916


$
(4,772
)Income taxes


10,396



112



10,508



1,128



(376
)


752Income (loss) from discontinued operations, net of income taxes

$
4,500


$
(182
)

$
4,318


$
(4,560
)

$
540


$
(4,020
)   Half Year Ended


Half Year EndedJune 14, 2008


June 16, 2007Fresh-cut








Fresh-cutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
62,879


$
5,020


$
67,899


$
64,885


$
5,240


$
70,125Loss before income taxes

$
(9,037
)

$
(251
)

$
(9,288
)

$
(5,729
)

$
(869
)

$
(6,598
)Income taxes


10,691



94



10,785



1,669



356



2,025Income (loss) from discontinued operations, net of income taxes

$
1,654


$
(157
)

$
1,497


$
(4,060
)

$
(513
)

$
(4,573
)   Fresh-Cut
    Flowers
    Liquidity
    and Capital Resources
   38




---



##### Table of Contents



Form 10-K
  Other
    Matters
  Recently Adopted and Recently Issued Accounting
    Pronouncements:
  European Union Banana Import Regime:
 39




---



##### Table of Contents



and/or
  Derivative Instruments and Hedging
    Activities:
  Accounting for Derivative Instruments and
    Hedging Activities, as amended
    Quarter Ended June 14, 2008Foreign Currency


Bunker Fuel


Cross CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
14,192


$
3,613


$



$
17,805Packaged foods


(7,224
)










(7,224
)Corporate










19,001



19,001$
6,968


$
3,613


$
19,001


$
29,582   40




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##### Table of Contents



Half Year Ended June 14, 2008Foreign Currency


Bunker Fuel


Cross CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
4,237


$
4,051


$



$
8,288Packaged foods


(1,062
)










(1,062
)Corporate










(13,353
)


(13,353
)$
3,175


$
4,051


$
(13,353
)

$
(6,127
)     Supplemental
    Financial Information
    June 14,


December 29,2008


2007(In thousands)Balance Sheet Data:Total working capital (current assets less current liabilities)

$
610,428


$
693,782Total assets

$
4,757,797


$
4,642,884Total debt

$
2,405,100


$
2,411,397Total shareholders equity

$
488,772


$
325,008   Quarter Ended


Half Year EndedJune 14,


June 16,


June 14,


June 16,2008


2007


2008


2007(In thousands)Other Financial Data:Operating income

$
121,664


$
74,963


$
175,024


$
108,501Depreciation and Amortization


31,353



34,057



64,441



69,152Operating Income Before Depreciation and Amortization
    (OIBDA)


153,017



109,020



239,465



177,653Net unrealized gain on hedges


(10,581
)


(1,567
)


(7,226
)


(1,567
)Adjusted OIBDA

$
142,436


$
107,453


$
232,239


$
176,086Adjusted OIBDA margin


7.1
%


6.2
%


6.2
%


5.4
%Capital expenditures

$
13,412


$
24,110


$
23,847


$
36,266   Form 10-Q.
 41




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##### Table of Contents



Form 10-K
 Item 3. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
 Item 4. CONTROLS
    AND PROCEDURES  Rule 15d-15(e)
 42




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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 43




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##### Table of Contents



SIGNATURES    
  By:
    /s/  Joseph
    S. Tesoriero   Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh  Yoon J. Hugh
 Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
   44




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##### 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 45