##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

|                                                 |  |                                                                                                 
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------------
|(Mark One)                                       |  |                                                                                                 
|                                                
|þ                                                |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                
|For the quarterly period ended June 14,
    2003
|                                                
|or                                              
|                                                
|o                                                |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
    from           to 

Commission File Number 1-4455

Dole Food Company, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                                                |  |                                                        
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------
|Delaware
    (State or other jurisdiction of
    incorporation or organization)                                 |  | 99-0035300
    (I.R.S. Employer
    Identification No.)
|One Dole Drive
    Westlake Village, California 91362
    (Address of principal executive offices and zip code)

Registrants telephone number, including
area code: (818) 879-6600

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

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

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

|                               |  |                                        
|------------------------------ |  | ---------------------------------------
|Class                          |  | Shares Outstanding at July 28,
    2003
|Common Stock, $0.001 Par Value |  | 1,000                                  



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TABLE OF CONTENTS



|                                                                                                     |                                          |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------------- | ---------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                       
|ITEM 1. FINANCIAL STATEMENTS DOLE FOOD COMPANY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                                     
|CONDENSED CONSOLIDATED BALANCE SHEETS                                                               
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                                     
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS       
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                  
|ITEM 4. CONTROLS AND PROCEDURES                                                                     
|PART II. OTHER INFORMATION                                                                          
|                                                                                                     | Item 1. Legal Proceedings               
|                                                                                                     | Item 6. Exhibits and Reports on Form 8-K
|                                                                                                     | (a) Exhibits:                           
|                                                                                                     | (b) Reports on Form 8-K:                
|                                                                                                     | SIGNATURES                              
|EXHIBIT 99.1                                                                                        
|EXHIBIT 99.2                                                                                        
|EXHIBIT 99.3                                                                                        
|EXHIBIT 99.4                                                                                        



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##### Table of Contents



DOLE FOOD COMPANY, INC.

INDEX

|                                    |         |                                                                                                                                             |                                                                                           |        |    |    | 
|----------------------------------- | ------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------ | -- | -- | 
|                                    |         |                                                                                                                                             |                                                                                           | Page  
|                                    |         |                                                                                                                                             |                                                                                           | Number
|                                    |         |                                                                                                                                             |                                                                                           |       
|PART I.   Financial
    Information |         |                                                                                                                                             |                                                                                           |       
|                                    | Item 1. |                                                                                                                                             | Financial Statements                                                                      |        |    |    | 
|                                    |         | Condensed Consolidated Statements of
    Operations  Quarters Ended June 14, 2003 and
    June 15, 2002                                    |                                                                                           |        | 3  |   
|                                    |         | Condensed Consolidated Statements of
    Operations  Quarters Ended June 14, 2003 and
    March 22, 2003 and Half Year Ended June 15, 2002 |                                                                                           |        | 4  |   
|                                    |         | Condensed Consolidated Balance Sheets 
    June 14, 2003 and December 28, 2002                                                             |                                                                                           |        | 5  |   
|                                    |         | Condensed Consolidated Statements of Cash
    Flows  Quarters Ended June 14, 2003 and
    March 22, 2003 and Half Year Ended June 15, 2002 |                                                                                           |        | 6  |   
|                                    |         | Notes to Condensed Consolidated Financial
    Statements                                                                                    |                                                                                           |        | 7  |   
|                                    | Item 2. |                                                                                                                                             | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |        |    | 30 | 
|                                    | Item 3. |                                                                                                                                             | Quantitative and Qualitative Disclosures About
    Market Risk                            |        |    | 43 | 
|                                    | Item 4. |                                                                                                                                             | Controls and Procedures                                                                   |        |    | 43 | 
|PART II.  Other
    Information     |         |                                                                                                                                             |                                                                                           |       
|                                    | Item 1. |                                                                                                                                             | Legal Proceedings                                                                         |        |    | 43 | 
|                                    | Item 6. |                                                                                                                                             | Exhibits and Reports on Form 8-K                                                          |        |    | 45 | 
|                                    |         |                                                                                                                                             | Signatures                                                                                |        |    | 46 | 
|                                    |         | Exhibit Index                                                                                                                               |                                                                                           |        | 47 |   
|                                    |         | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002                 |                                                                                           |        |    |   
|                                    |         | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002    |                                                                                           |        |    |   
|                                    |         | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002                 |                                                                                           |        |    |   
|                                    |         | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002    |                                                                                           |        |    |   

On March 28, 2003, the Company completed the
going-private merger transaction with DHM Holding Company, Inc.
(HoldCo) described in Note 3 to the Condensed
Consolidated Financial Statements. As a result of this
transaction, the Companys results of operations, financial
position and cash flows prior to the date of the going-private
merger transaction are presented as the Predecessor.
The going-private merger transaction and the Companys
results of operations, financial position and cash flows
thereafter are presented as the Successor.

2



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##### Table of Contents






PART I.

FINANCIAL INFORMATION





ITEM 1.     FINANCIAL
STATEMENTS

DOLE FOOD COMPANY, INC.


CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands)


|                                                               |                            |               |           |             |  |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | --------- | ----------- |  | - | --------- | ------- | 
|                                                               |                            |              
|                                                               |                            | Quarter Ended
|                                                               |                            |              
|                                                               |                            | June 14,      |           | June 15,   
|                                                               |                            | 2003          |           | 2002       
|                                                               |                            |               |           |            
|                                                               |                            | Successor     |           | Predecessor
|                                                               |                            |               |           |            
|Revenues, net                                                  |                            | $             | 1,216,822 |             |  | $ | 1,118,185 |        
|Cost of products sold                                          |                            |               | 1,048,760 |             |  |   | 920,076   |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Gross margin               |               |           | 168,062     |  |   |           | 198,109 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 99,483    |             |  |   | 89,840    |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Operating income           |               |           | 68,579      |  |   |           | 108,269 | 
|Other income (expense)  net                                   |                            |               | (10,187   | )           |  |   | (3,010    | )      
|Interest income                                                |                            |               | 1,112     |             |  |   | 2,452     |        
|Interest expense                                               |                            |               | 37,779    |             |  |   | 19,466    |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Income before income taxes |               |           | 21,725      |  |   |           | 88,245  | 
|Income taxes                                                   |                            |               | 3,824     |             |  |   | 21,397    |        
|                                                               |                            |               |           |             |  |   |           |        
|                                                               | Net income                 |               | $         | 17,901      |  |   | $         | 66,848  | 
|                                                               |                            |               |           |             |  |   |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

3



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands)


|                                                               |                                                                                          |               |           |                 |  |             |           |         |  |   |           |         | 
|-------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------- | --------- | --------------- |  | ----------- | --------- | ------- |  | - | --------- | ------- | 
|                                                               |                                                                                          |               |           |                
|                                                               |                                                                                          | Quarter Ended |           | Half Year Ended
|                                                               |                                                                                          |               |           |                
|                                                               |                                                                                          | June 14,      |           | March 22,       |  | June 15,   
|                                                               |                                                                                          | 2003          |           | 2003            |  | 2002       
|                                                               |                                                                                          |               |           |                 |  |            
|                                                               |                                                                                          | Successor     |           | Predecessor     |  | Predecessor
|                                                               |                                                                                          |               |           |                 |  |            
|Revenues, net                                                  |                                                                                          | $             | 1,216,822 |                 |  | $           | 1,073,170 |         |  | $ | 2,177,600 |        
|Cost of products sold                                          |                                                                                          |               | 1,048,760 |                 |  |             | 895,039   |         |  |   | 1,798,387 |        
|                                                               |                                                                                          |               |           |                 |  |             |           |         |  |   |           |        
|                                                               | Gross margin                                                                             |               |           | 168,062         |  |             |           | 178,131 |  |   |           | 379,213 | 
|Selling, marketing and general and administrative
    expenses |                                                                                          |               | 99,483    |                 |  |             | 89,341    |         |  |   | 174,341   |        
|                                                               |                                                                                          |               |           |                 |  |             |           |         |  |   |           |        
|                                                               | Operating income                                                                         |               |           | 68,579          |  |             |           | 88,790  |  |   |           | 204,872 | 
|Other income (expense)  net                                   |                                                                                          |               | (10,187   | )               |  |             | 2,045     |         |  |   | (4,466    | )      
|Interest income                                                |                                                                                          |               | 1,112     |                 |  |             | 2,700     |         |  |   | 4,600     |        
|Interest expense                                               |                                                                                          |               | 37,779    |                 |  |             | 19,647    |         |  |   | 33,997    |        
|                                                               |                                                                                          |               |           |                 |  |             |           |         |  |   |           |        
|                                                               | Income before income taxes and cumulative effect
    of a change in accounting principle |               |           | 21,725          |  |             |           | 73,888  |  |   |           | 171,009 | 
|Income taxes                                                   |                                                                                          |               | 3,824     |                 |  |             | 13,100    |         |  |   | 47,883    |        
|                                                               |                                                                                          |               |           |                 |  |             |           |         |  |   |           |        
|                                                               | Income before cumulative effect of a change in
    accounting principle                  |               |           | 17,901          |  |             |           | 60,788  |  |   |           | 123,126 | 
|Cumulative effect of a change in accounting
    principle      |                                                                                          |               |          |                 |  |             |          |         |  |   | (119,917  | )      
|                                                               |                                                                                          |               |           |                 |  |             |           |         |  |   |           |        
|                                                               | Net income                                                                               |               | $         | 17,901          |  |             | $         | 60,788  |  |   | $         | 3,209   | 
|                                                               |                                                                                          |               |           |                 |  |             |           |         |  |   |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

4



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED BALANCE
SHEETS


(Unaudited)


(In thousands, except share data)


|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |         |           | 
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------- | --------- | ------------ | --------- |  | --------- | ------- | --------- | 
|                                                                                            |                                                                                                                                                                                                        | June 14,                                       |           | December 28,
|                                                                                            |                                                                                                                                                                                                        | 2003                                           |           | 2002        
|                                                                                            |                                                                                                                                                                                                        |                                                |           |             
|                                                                                            |                                                                                                                                                                                                        | Successor                                      |           | Predecessor 
|                                                                                            |                                                                                                                                                                                                        |                                                |           |             
|ASSETS                                                                                      |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|Current Assets:                                                                             |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            | Cash and cash equivalents                                                                                                                                                                              |                                                | $         | 96,016       |           |  | $         | 646,967 |          
|                                                                                            | Receivables, net of allowances of $37,148 and
    $70,938                                                                                                                                              |                                                |           | 629,353      |           |  |           | 505,427 |          
|                                                                                            | Inventories                                                                                                                                                                                            |                                                |           | 430,912      |           |  |           | 437,110 |          
|                                                                                            | Prepaid expenses                                                                                                                                                                                       |                                                |           | 49,403       |           |  |           | 42,467  |          
|                                                                                            | Deferred income tax assets                                                                                                                                                                             |                                                |           | 46,795       |           |  |           | 36,842  |          
|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            |                                                                                                                                                                                                        | Total current assets                           |           |              | 1,252,479 |  |           |         | 1,668,813 | 
|Investments                                                                                 |                                                                                                                                                                                                        |                                                | 80,119    |              |           |  | 80,939    |        
|Property, plant and equipment, net of accumulated
    depreciation of $246,007 and $917,983 |                                                                                                                                                                                                        |                                                | 1,403,675 |              |           |  | 1,026,565 |        
|Goodwill and intangible assets, net                                                         |                                                                                                                                                                                                        |                                                | 1,171,333 |              |           |  | 132,080   |        
|Other assets, net                                                                           |                                                                                                                                                                                                        |                                                | 143,182   |              |           |  | 128,455   |        
|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            |                                                                                                                                                                                                        | Total assets                                   |           | $            | 4,050,788 |  |           | $       | 3,036,852 | 
|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                                    |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|Current Liabilities:                                                                        |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            | Accounts payable and accrued liabilities                                                                                                                                                               |                                                | $         | 759,563      |           |  | $         | 710,944 |          
|                                                                                            | Current portion of long-term debt                                                                                                                                                                      |                                                |           | 35,925       |           |  |           | 230,813 |          
|                                                                                            | Notes payable                                                                                                                                                                                          |                                                |           | 8,630        |           |  |           | 11,601  |          
|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            |                                                                                                                                                                                                        | Total current liabilities                      |           |              | 804,118   |  |           |         | 953,358   | 
|Long-term debt                                                                              |                                                                                                                                                                                                        |                                                | 1,915,486 |              |           |  | 882,480   |        
|Deferred income tax liabilities                                                             |                                                                                                                                                                                                        |                                                | 416,925   |              |           |  | 2,459     |        
|Other long-term liabilities                                                                 |                                                                                                                                                                                                        |                                                | 446,374   |              |           |  | 424,154   |        
|Minority interests                                                                          |                                                                                                                                                                                                        |                                                | 32,375    |              |           |  | 29,290    |        
|Shareholders equity:                                                                       |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            | Common stock  Successor: $0.001 par
    value; 1,000 shares authorized, issued and outstanding;
    Predecessor: no par; 80 million shares authorized,
    56.2 million shares issued and outstanding |                                                |           |             |           |  |           | 316,853 |          
|                                                                                            | Additional paid-in capital                                                                                                                                                                             |                                                |           | 351,605      |           |  |           | 66,319  |          
|                                                                                            | Retained earnings                                                                                                                                                                                      |                                                |           | 103,022      |           |  |           | 449,334 |          
|                                                                                            | Accumulated other comprehensive loss                                                                                                                                                                   |                                                |           | (19,117      | )         |  |           | (87,395 | )        
|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            |                                                                                                                                                                                                        | Total shareholders equity                     |           |              | 435,510   |  |           |         | 745,111   | 
|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        
|                                                                                            |                                                                                                                                                                                                        | Total liabilities and shareholders
    equity |           | $            | 4,050,788 |  |           | $       | 3,036,852 | 
|                                                                                            |                                                                                                                                                                                                        |                                                |           |              |           |  |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

5



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(Unaudited)


(In thousands)


|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |         |  
|------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | ------------- | ---------- | --------------- | - | ----------- | ------- | ------- | - | - | -------- | ------- | -
|                                                                                            |                                                            |               |            |                
|                                                                                            |                                                            | Quarter Ended |            | Half Year Ended
|                                                                                            |                                                            |               |            |                
|                                                                                            |                                                            | June 14,      |            | March 22,       |   | June 15,   
|                                                                                            |                                                            | 2003          |            | 2003            |   | 2002       
|                                                                                            |                                                            |               |            |                 |   |            
|                                                                                            |                                                            | Successor     |            | Predecessor     |   | Predecessor
|                                                                                            |                                                            |               |            |                 |   |            
|Operating activities                                                                        |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Net income                                                                                  |                                                            | $             | 17,901     |                 |   | $           | 60,788  |         |   | $ | 3,209    |        
|Adjustments to reconcile net income to net cash
    provided by operating activities:       |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|                                                                                            | Cumulative effect of a change in accounting
    principle  |               |            |                |   |             |         |        |   |   |          | 119,917 |  
|                                                                                            | Depreciation and amortization                              |               |            | 33,477          |   |             |         | 25,295  |   |   |          | 47,683  |  
|                                                                                            | Purchase accounting step-up of inventory                   |               |            | 38,625          |   |             |         |        |   |   |          |        |  
|                                                                                            | Asset write-offs and net (gain) loss on sale
    of assets |               |            |                |   |             |         | 1,884   |   |   |          | (2,331  | )
|                                                                                            | Equity earnings, net of distributions                      |               |            | (1,028          | ) |             |         | (2,273  | ) |   |          | (5,977  | )
|                                                                                            | Provision for deferred income taxes                        |               |            | 1,216           |   |             |         | 2,201   |   |   |          | 22,888  |  
|                                                                                            | Minority interests                                         |               |            | 1,353           |   |             |         | 1,073   |   |   |          | 2,205   |  
|                                                                                            | Write-off of debt issuance costs                           |               |            | 11,603          |   |             |         |        |   |   |          |        |  
|                                                                                            | Other                                                      |               |            | 1,084           |   |             |         | 3,364   |   |   |          | 2,311   |  
|Changes in operating assets and liabilities, net
    of effects from non-cash transactions: |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|                                                                                            | Receivables                                                |               |            | (24,778         | ) |             |         | (81,219 | ) |   |          | (93,351 | )
|                                                                                            | Inventories                                                |               |            | 32,174          |   |             |         | (6,195  | ) |   |          | 629     |  
|                                                                                            | Prepaid expenses and other assets                          |               |            | 3,998           |   |             |         | (5,662  | ) |   |          | (1,506  | )
|                                                                                            | Accounts payable and accrued liabilities                   |               |            | 21,408          |   |             |         | 5,253   |   |   |          | (22,074 | )
|                                                                                            | Other long-term liabilities                                |               |            | 3,733           |   |             |         | (3,104  | ) |   |          | (2,848  | )
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Cash flow provided by operating activities                                                  |                                                            |               | 140,766    |                 |   |             | 1,405   |         |   |   | 70,755   |        
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Investing activities                                                                        |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Proceeds from sales of assets                                                               |                                                            |               | 34,351     |                 |   |             | 1,743   |         |   |   | 19,733   |        
|Purchases of investments                                                                    |                                                            |               | (1,025     | )               |   |             |        |         |   |   | (515     | )      
|Capital additions                                                                           |                                                            |               | (46,364    | )               |   |             | (3,827  | )       |   |   | (156,014 | )      
|Repurchase of common stock in going-private
    merger transaction                          |                                                            |               | (1,434,902 | )               |   |             |        |         |   |   |         |        
|Transaction costs paid in going-private merger
    transaction                              |                                                            |               | (88,089    | )               |   |             |        |         |   |   |         |        
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Cash flow used in investing activities                                                      |                                                            |               | (1,536,029 | )               |   |             | (2,084  | )       |   |   | (136,796 | )      
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Financing activities                                                                        |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Short-term debt borrowings                                                                  |                                                            |               | 168        |                 |   |             | 8,777   |         |   |   | 24,533   |        
|Short-term debt repayments                                                                  |                                                            |               | (4,337     | )               |   |             | (10,659 | )       |   |   | (10,418  | )      
|Long-term debt borrowings, net of debt issuance
    costs                                   |                                                            |               | 1,797,573  |                 |   |             | 4,193   |         |   |   | 399,272  |        
|Long-term debt repayments                                                                   |                                                            |               | (1,070,475 | )               |   |             | (2,952  | )       |   |   | (86,246  | )      
|Dividends paid to minority shareholders                                                     |                                                            |               | (1,055     | )               |   |             |        |         |   |   |         |        
|Capital contribution by DHM Holding Company, Inc.                                           |                                                            |               | 125,000    |                 |   |             |        |         |   |   |         |        
|Proceeds from issuance of common stock
    (Predecessor)                                    |                                                            |               |           |                 |   |             | 2,768   |         |   |   | 3,867    |        
|Dividends paid to common shareholders
    (Predecessor)                                     |                                                            |               |           |                 |   |             | (8,440  | )       |   |   | (16,791  | )      
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Cash flow provided by (used in) financing
    activities                                    |                                                            |               | 846,874    |                 |   |             | (6,313  | )       |   |   | 314,217  |        
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Effect of foreign exchange rate changes on cash
    and cash equivalents                    |                                                            |               | 3,405      |                 |   |             | 1,025   |         |   |   | 1,916    |        
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|(Decrease) increase in cash and cash equivalents                                            |                                                            |               | (544,984   | )               |   |             | (5,967  | )       |   |   | 250,092  |        
|Cash and cash equivalents at beginning of period                                            |                                                            |               | 641,000    |                 |   |             | 646,967 |         |   |   | 361,326  |        
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        
|Cash and cash equivalents at end of period                                                  |                                                            | $             | 96,016     |                 |   | $           | 641,000 |         |   | $ | 611,418  |        
|                                                                                            |                                                            |               |            |                 |   |             |         |         |   |   |          |        

Supplemental cash flow information

Changes in assets and liabilities used in the
Companys condensed consolidated statement of cash flows
for the quarter ended June 14, 2003 have been determined
using the Successors (Note 1) opening balance sheet
at March 23, 2003, which includes push-down of purchase
accounting. Refer to Note 4 to the condensed consolidated
financial statements for a summary of the values attributed to
the Companys assets and liabilities in the going-private
merger transaction.

The adoption of Financial Accounting Standards
Board Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities,
effective March 23, 2003, resulted in non-cash increases to
property, plant, and equipment, deferred tax assets and
long-term debt of approximately $48 million,
$2.9 million and $54.9 million, respectively. During
the quarter ended June 14, 2003, the Company purchased
containers that were previously held under capital lease for
$45.5 million.

See Accompanying Notes to Condensed
Consolidated Financial Statements

6



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##### Table of Contents



DOLE FOOD COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)




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

In the opinion of management, the accompanying
unaudited condensed consolidated financial statements of Dole
Food Company, Inc. and its consolidated subsidiaries (the
Company) include all adjustments necessary, which
are of a normal recurring nature, to present fairly the
Companys financial position as of June 14, 2003, its
results of operations for the quarters and half years ended
June 14, 2003 and June 15, 2002 and its cash flows for
the half years then ended. The Company operates under a
52/53-week year and the quarters ended June 14, 2003 and
June 15, 2002 are twelve weeks in duration. For a summary
of significant accounting policies used in the preparation of
these financial statements, refer to the Notes to Consolidated
Financial Statements in Item 8 of the Companys Annual
Report on Form 10-K (10-K) for the year ended
December 28, 2002 and the new accounting policies adopted
by the Company in the quarters ended March 22, 2003 and
June 14, 2003 (see Note 2 below).

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

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed-down to the Company. For convenience,
the allocation of the purchase price was done as of
March 23, 2003, the first day of the Companys 2003
second fiscal quarter as opposed to the actual transaction date
of March 28, 2003 (Note 4).

Interim results are subject to seasonal
variations and are not necessarily indicative of the results of
operations for a full year. The Companys operations are
sensitive to a number of factors including weather-related
phenomena and their effects on industry volumes, prices, product
quality and costs. Operations are also sensitive to fluctuations
in currency exchange rates in both sourcing and selling
locations as well as economic crises and security risks in
developing countries. For additional information on market risks
and related matters affecting the Companys financial
position and results of operations, refer to Items 1, 7 and
7A of the Companys 10-K for the year ended
December 28, 2002.

Certain prior year amounts have been reclassified
to conform with the 2003 presentation.



|   |                                    
|-- | -----------------------------------
|2. | ADOPTION OF NEW ACCOUNTING POLICIES

In the quarters ended March 22, 2003 and
June 14, 2003, the Company adopted new accounting policies
in accordance with the provisions of the following recently
issued accounting pronouncements. With the exception of the
adoption of a new accounting policy for interests in
variable-interest entities acquired before February 1,
2003, these new accounting policies became effective
December 29, 2002, the first day of the Companys 2003
fiscal year:

Asset Retirement Obligations:In June 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 143 (FAS 143),
Accounting for Asset Retirement Obligations. This
standard provides accounting guidelines for the cost of legal
obligations associated with the retirement of long-lived assets.
FAS 143 requires that companies recognize the fair value of
a liability for asset retirement obligations in the period in
which the obligations are incurred and capitalize that amount as
part of the book value of the long-lived asset. The resulting
net cost is then depreciated over the remaining life of the
underlying long-lived asset. The adoption of FAS 143 did
not have a material impact on the Companys financial
condition or results of operations.

Restructuring Costs:In June 2002, the FASB issued
Statement of Financial Accounting Standards No. 146
(FAS 146), Accounting for Costs
Associated with Exit or Disposal Activities. FAS 146
addresses

7



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


financial accounting and reporting for costs
associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3
(EITF 94-3), Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a
Restructuring). This statement requires that the fair
value of an initial liability for a cost associated with an exit
or disposal activity be recognized when the liability is
incurred as opposed to when the entity commits to an exit plan,
thereby eliminating the definition and requirements for
recognition of exit costs. The adoption of FAS 146 did not
have a material impact on the Companys financial condition
or results of operations.

Guarantees:In
November 2002, the FASB issued FASB Interpretation No. 45
(FIN 45), Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45
elaborates on the disclosures to be made by a guarantor about
its obligations under certain types of guarantees. FIN 45
also clarifies that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. FIN 45
specifically identifies obligations that are excluded from the
provisions related to recognizing a liability at inception;
however, these guarantees are subject to the disclosure
requirements of FIN 45. The recognition and measurement
provisions of FIN 45 are applicable on a prospective basis
to guarantees issued or modified after the beginning of the
fiscal year in which FIN 45 is adopted. The adoption of
FIN 45 did not have a material impact on the Companys
financial condition or results of operations.

Stock-Based Compensation:In December 2002, the FASB issued
Statement of Financial Accounting Standards No. 148
(FAS 148), Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment
of FASB Statement No. 123. FAS 148 amends
Statement of Financial Accounting Standards No. 123
(FAS 123), Accounting for Stock-Based
Compensation, to provide alternative methods of transition
for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. Beginning on
December 29, 2002, the Company elected to adopt the fair
value method of accounting for stock-based employee
compensation. Prior to December 29, 2002, the Company
applied the intrinsic value method of accounting for stock
options issued to employees. The Company has elected to apply
the prospective method of adoption outlined in FAS 148. The
prospective method applies the recognition provisions of
FAS 123 to all employee awards granted, modified or settled
after the beginning of the fiscal years in which the recognition
provisions are first applied. The adoption of the fair value
method of accounting for stock options issued to employees, on a
prospective basis, did not have a material impact on the
Companys financial condition or results of operations for
the quarter ended March 22, 2003. In connection with the
going-private merger transaction, the Company settled or
cancelled all outstanding stock options.

Special-Purpose Entities:In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. This
standard clarifies the application of Accounting Research
Bulletin No. 51, Consolidated Financial
Statements, and addresses consolidation by business
enterprises of variable interest entities (more commonly know as
Special-Purpose Entities or SPEs). FIN 46 requires existing
unconsolidated variable interest entities to be consolidated by
their primary beneficiaries if the entities do not effectively
disperse risk among the parties involved. This statement is
immediately effective for variable interest entities created or
in which an enterprise obtains an interest after
January 31, 2003. In connection with the going-private
merger transaction, effective March 23, 2003, the Company
adopted the provisions of FIN 46 applicable to interests in
variable interest entities acquired before February 1,
2003. The adoption of FIN 46 resulted in the Company
consolidating the variable-interest entity that owns the
Companys corporate headquarters building. The
consolidation resulted in an increase in the Companys
long-term debt of approximately $54.9 million and an
increase in assets, primarily land and buildings, of
approximately $49.5 million. The difference of
approximately $5.4 million was allocated to goodwill in
purchase accounting. In addition, for the quarter ended
June 14, 2003, the consolidation of the variable interest
entity resulted in an increase in interest expense of
approximately $0.6 million, with a corresponding decrease
in rent expense, and additional depreciation expense of
approximately $0.4 million.

8



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


In addition to the adoption of the new accounting
policies described above, the Company will adopt the following
new accounting pronouncements in the third fiscal quarter of
2003.

Derivative Instruments and Hedging Activities:In April 2003, the FASB issued FASB
Statement of Financial Accounting Standards No. 149
(FAS 149), Amendments of Statement 133 on
Derivative Instruments and Hedging Activities.
FAS 149 amends and clarifies financial accounting and
reporting for derivative instruments, including certain
instruments embedded in other contracts and for hedging
activities under FASB Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities. This
statement requires that contracts with comparable
characteristics be accounted for similarly. In particular, this
statement clarifies under what circumstances a contract with an
initial net investment meets the characteristic of a derivative,
clarifies when a derivative contains a financing component,
amends the definition of an underlying hedged risk to conform to
language used in FIN 45 and amends certain other existing
pronouncements. This statement, the provisions of which are to
be applied prospectively, is effective for contracts entered
into or modified after June 30, 2003. The Company does not
expect the adoption of FAS 149 to have a material impact on
the Companys financial condition or results of operations.

Financial Instruments:In May 2003, the FASB issued FASB
Statement of Financial Accounting Standards No. 150
(FAS 150), Accounting for Certain
Financial Instruments with Characteristics of both Liabilities
and Equity. FAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. The
requirements of this statement apply to issuers
classification and measurement of freestanding financial
instruments, including those that comprise more than one option
or forward contract. This statement does not apply to features
that are embedded in a financial instrument that is not a
derivative in its entirety. This statement also addresses
questions about the classification of certain financial
instruments that embody obligations to issue equity shares. The
provisions of this statement are effective for financial
instruments entered into or modified after May 31, 2003,
and will otherwise be effective for the Company on June 15,
2003, the beginning of the Companys next fiscal quarter.
The Company does not expect the adoption of FAS 150 to have
a material impact on the Companys financial condition or
results of operations.



|   |                                                      
|-- | -----------------------------------------------------
|3. | GOING-PRIVATE MERGER AND REFINANCING
    TRANSACTIONS

On December 18, 2002, the Company signed a
definitive merger agreement with David H. Murdock, the
Companys Chairman and Chief Executive Officer, pursuant to
which Mr. Murdock would acquire the approximately 76% of
the Companys common stock that he and his affiliates did
not already own for $33.50 per share in cash. On March 26,
2003, the merger was approved at a special meeting of the
Companys stockholders. The transaction was successfully
completed on March 28, 2003 and the Company became wholly
owned by Mr. Murdock through DHM Holding Company, Inc., a
Delaware corporation (HoldCo). As a result of the
transaction, the Companys outstanding shares of common
stock were retired and all outstanding stock options were
settled in cash, except those options held by Mr. Murdock
that were cancelled without payment.

The purchase price of all of the outstanding
common stock of the Company not already owned by
Mr. Murdock and his affiliates, plus transaction costs, was
approximately $1.54 billion. The funds necessary to
purchase these shares of the Company consisted of a
$125 million capital contribution by HoldCo, funds borrowed
under $1.125 billion of new senior secured credit
facilities (consisting of $825 million of term loan
facilities and $300 million of revolving credit facilities)
and the issuance of $475 million principal amount of 8.875%
Senior Notes due 2011 (the 2011 Notes). The 2011
Notes were offered within the United States only to qualified
institutional investors pursuant to Rule 144A under the
Securities Act of 1933 (the Securities Act) and to
persons outside the United States in compliance with
Regulation S under the Securities Act. The Credit Agreement
with respect to the new senior secured credit facilities and the

9



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Indenture with respect to the 2011 Notes contain
significant restrictions and covenants affecting, among other
things, the operations and finances of the Company and its
subsidiaries.

In addition, on March 28, 2003, the Company
repaid its 7% Senior Notes due 2003 and called for redemption
its 6.375% Senior Notes due 2005 with outstanding balances of
approximately $209.8 million and $300 million,
respectively, at March 22, 2003. The Companys 7.25%
Senior Notes due 2009 and 7.875% Debentures due 2013 remain
outstanding; however, the terms of both the Senior Notes due
2009 and Debentures due 2013 were modified to provide for
substantially the same interest rates, covenants and guarantees
from certain of the Companys subsidiaries as are provided
for by the 2011 Notes. The modifications provide for interest at
8.625% on the Senior Notes due 2009 and 8.75% on the Debentures
due 2013.

In connection with the transaction, the Company
sold its interest in an aircraft under an operating
sale-leaseback agreement for approximately $28.9 million,
which approximated its book value. The Company also purchased
shipping containers for approximately $76.5 million that
were previously leased under separate capital and operating
lease agreements and modified the provisions of its corporate
headquarters financing facility to provide for substantially the
same interest rate as the new senior secured credit facilities.

On May 29, 2003, the Company issued and sold
$400 million aggregate principal amount of 7.25% Senior
Notes due 2010 (the 2010 Notes) in an offering
exempt from the registration requirements of the Securities Act
of 1933. The Company used the net proceeds from this offering of
approximately $392.7 million, together with other available
cash of $7.3 million, to prepay $400 million of the
term loans under the senior secured credit facility. In
connection with the offering, the Company and the lenders under
the senior secured credit facility effected certain amendments
to the Companys senior secured credit facility. The
indenture with respect to the 2010 Notes contains covenants and
restrictions substantially identical to those under the 2011
Notes.

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed-down to the Company as of the date of
the transaction.

In July 2003, the Company filed two registration
statements on Form S-4 with the Securities and Exchange
Commission (SEC) offering the holders of the 2011
Notes and the 2010 Notes the opportunity to exchange their notes
for publicly registered notes having substantially identical
terms, except for certain restrictions on transfer that pertain
to the original notes. These registration statements were
declared effective on July 21, 2003. The exchange offers
commenced on July 25, 2003 and expire on August 25,
2003, unless extended.



|   |                                                                     
|-- | --------------------------------------------------------------------
|4. | ALLOCATION OF PURCHASE PRICE IN GOING-PRIVATE
    MERGER TRANSACTION

The Company has prepared a preliminary allocation
of the purchase price to the assets acquired and liabilities
assumed based upon their respective fair values at the date of
the going-private transaction. In accordance with EITF Issue
No. 88-16, Basis in Leveraged Buyout
Transactions, Mr. Murdocks continuing residual
interest has been reflected at its original cost adjusted for
his share of the Companys earnings, losses, dividends and
equity adjustments since the date of original acquisition
(predecessor basis). In accordance with EITF Issue
No. 90-12, Allocating Basis to Individual Assets and
Liabilities for Transactions within the Scope of Issue
No. 88-16, only a partial step-up of assets and
liabilities to fair value has been recorded in purchase
accounting. The partial step-up, which reflects
Mr. Murdocks acquisition of the common stock of the
Company that he and his affiliates did not already own, has
resulted in the Companys assets and liabilities being
adjusted by approximately 76% of the difference between their
fair value at the date of acquisition and their historical
carrying cost. Fair value was determined using a variety of
valuation methods, including third party appraisals.

For convenience, the allocation of the purchase
price was done as of March 23, 2003, the first day of the
Companys 2003 second fiscal quarter as opposed to the
actual transaction date of March 28, 2003. The

10



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


following represents the estimated values
attributable to the assets acquired and liabilities assumed in
the going-private merger transaction. These values include the
historical values attributable to Mr. Murdocks
predecessor basis. Changes may occur as additional information
becomes available.

|                                                                                                                        |                                                                   |                     |           |           |           | 
|----------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------- | --------- | --------- | --------- | 
|(In thousands)                                                                                                          |                                                                   |                    
|Amount paid for 43.2 million shares of
    common stock and the settlement of approximately 3 million
    stock options |                                                                   | $                   | 1,473,735 |          
|Transaction fees and costs                                                                                              |                                                                   |                     | 64,031    |          
|                                                                                                                        |                                                                   |                     |           |          
|Total purchase price, including transaction
    expenses                                                                |                                                                   | $                   | 1,537,766 |          
|                                                                                                                        |                                                                   |                     |           |          
|The total purchase price has been allocated as
    follows:                                                             |                                                                   |                     |           |          
|Current assets                                                                                                          |                                                                   |                     | 1,789,031 |          
|Investments                                                                                                             |                                                                   |                     | 74,540    |          
|Property, plant and equipment                                                                                           |                                                                   |                     | 1,417,772 |          
|Intangible assets                                                                                                       |                                                                   |                     | 743,558   |          
|Goodwill                                                                                                                |                                                                   |                     | 430,154   |          
|Other assets, net                                                                                                       |                                                                   |                     | 123,765   |          
|                                                                                                                        |                                                                   |                     |           |          
|                                                                                                                        | Total assets acquired                                             |                     |           | 4,578,820 |          
|Current liabilities                                                                                                     |                                                                   |                     | 957,751   |          
|Long-term debt                                                                                                          |                                                                   |                     | 918,579   |          
|Other long-term liabilities                                                                                             |                                                                   |                     | 443,603   |          
|Deferred income tax liabilities                                                                                         |                                                                   |                     | 401,779   |          
|Minority interests                                                                                                      |                                                                   |                     | 30,563    |          
|                                                                                                                        |                                                                   |                     |           |          
|                                                                                                                        | Total liabilities assumed                                         |                     |           | 2,752,275 |          
|Net assets                                                                                                              |                                                                   |                     | 1,826,545 |          
|                                                                                                                        | Less: Historical net assets attributable to
    Predecessor basis |                     |           | 188,115   |          
|                                                                                                                        | Less: Goodwill attributable to Predecessor basis                  |                     |           | 100,664   |          
|                                                                                                                        |                                                                   |                     |           |          
|                                                                                                                        |                                                                   | Net assets acquired |           | $         | 1,537,766 | 
|                                                                                                                        |                                                                   |                     |           |          

Of the $743.6 million allocated to
intangible assets, $694.5 million relates to the
Companys trademarks, trade names and other related
intangibles, which have an indefinite life and as such, will not
be amortized. The remaining $49.1 million is attributable
to licenses and customer relationships with finite lives, which
will be amortized over a weighted-average period of
approximately 7 years.

The transaction resulted in goodwill of
$430.2 million, of which $100.7 million is
attributable to Mr. Murdocks predecessor basis. None
of this goodwill is expected to be deductible by the Company for
tax purposes. Refer to Note 9 for additional information on
goodwill and acquired intangible assets.

11



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |                                                               
|-- | --------------------------------------------------------------
|5. | PRO FORMA INFORMATION FOR GOING-PRIVATE MERGER
    TRANSACTION

The following unaudited pro forma financial
information was prepared as if the going-private merger
transaction and refinancing transaction had occurred at the
beginning of each of the fiscal periods presented (in thousands):

|              |  |               |           |               |  |   |           | 
|------------- |  | ------------- | --------- | ------------- |  | - | --------- | 
|              |  |              
|              |  | Quarter Ended
|              |  |              
|              |  | June 14, 2003 |           | June 15, 2002
|              |  |               |           |              
|Revenues, net |  | $             | 1,216,822 |               |  | $ | 1,118,185 | 
|Net income    |  | $             | 16,657    |               |  | $ | 13,382    | 

|                                                                        |  |                 |           |               |  |   |           |  
|----------------------------------------------------------------------- |  | --------------- | --------- | ------------- |  | - | --------- | -
|                                                                        |  |                
|                                                                        |  | Half Year Ended
|                                                                        |  |                
|                                                                        |  | June 14, 2003   |           | June 15, 2002
|                                                                        |  |                 |           |              
|Revenues, net                                                           |  | $               | 2,289,992 |               |  | $ | 2,177,600 |  
|Income before cumulative effect of a change in
    accounting principle |  | $               |          |               |  | $ | 46,470    |  
|Net income (loss)                                                       |  | $               | 49,299    |               |  | $ | (73,447   | )

These unaudited pro forma results have been
prepared for comparative purposes only and primarily include
adjustments for depreciation and amortization arising from the
step-up of assets in the merger transaction, interest expense on
debt issued in connection with the merger and refinancing
transactions, the write-off of debt issuance costs on the early
repayment of debt, and related income tax adjustments. Included
in net income for the quarter and half year ended June 14,
2003 is approximately $7.9 million of pretax expense
related to a litigation settlement. Included in net income for
the quarter and half year ended June 14, 2003 is
approximately $11.6 million of pre-tax expense related to
the write-off of debt issuance costs due to the early repayment
of debt in the going-private merger and refinancing
transactions. Such amount is reflected in the pro forma results
for the quarter and half year ended June 15, 2002. Included
in the results for the half year ended June 15, 2002 is a
goodwill impairment charge of approximately $119.9 million
that resulted from the adoption of a new accounting policy in
the quarter ended March 23, 2002.

Excluding the impact of the refinancing
transaction, pro forma net income (loss) would have been
$17.9 million and $15.1 million, respectively, in the
quarters ended June 14, 2003 and June 15, 2002, and
$52.5 million and $(70.1) million, respectively, in
the half years then ended. The refinancing transaction had no
impact on pro forma revenues.

The pro forma information is not necessarily
indicative of the results that would have occurred had the
going-private merger and refinancing transactions occurred at
the beginning of the periods presented, nor is it necessarily
indicative of future results.



|   |             
|-- | ------------
|6. | INCOME TAXES

As a result of the consummation of the
going-private merger transaction described in Note 3,
income tax expense for the quarter ended March 22, 2003 was
based on earnings for the period from December 29, 2002
through March 22, 2003, to reflect the final separate
financial reporting period for the Company in its predecessor
form. After the consummation of the going-private transaction,
the results of operations are attributable to the new successor
company.

The income tax expense for the quarter ended
June 14, 2003 of $3.8 million reflects the
Companys expected effective income tax rate of
approximately 18% for the three-quarter Successor period ending
January 3, 2004. The income tax expense of approximately
$13.1 million for the quarter ended March 22, 2003
reflects the Companys effective income tax rate for that
quarter of approximately 18%. The income tax expense for the
quarter and half year ended June 15, 2002 of approximately
$21.4 million and $47.9 million, respectively,
reflects the Companys then expected effective income tax
rate for the full fiscal year of 28%. For both the

12



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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


quarters ended June 14, 2003 and
March 22, 2003 and the quarter and half year ended
June 15, 2002, the Companys effective tax rate
differs from the U.S. federal statutory rate primarily due
to earnings from operations being taxed in foreign jurisdictions
at a net effective rate lower than the U.S. rate. No
U.S. taxes have been provided on these earnings because
such earnings are intended to be indefinitely invested outside
the U.S.



|   |          
|-- | ---------
|7. | DIVIDENDS

No dividends were declared in the quarter ended
June 14, 2003. With respect to the Predecessor, during the
quarter ended March 22, 2003, the Company declared and paid
dividends of approximately $8.4 million on its common
shares representing a quarterly dividend of 15 cents per
share. During the first half of 2002, the Company declared and
paid dividends of $16.8 million on its common shares,
representing its quarterly dividends of 15 cents per share
for the first and second quarters of 2002. The Companys
ability to declare future dividends is restricted under the
terms of its new senior secured credit facilities.



|   |            
|-- | -----------
|8. | INVENTORIES

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

|                                   |  |           |         |              |  |   |         | 
|---------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                                   |  | June 14,  |         | December 28,
|                                   |  | 2003      |         | 2002        
|                                   |  |           |         |             
|                                   |  | Successor |         | Predecessor 
|                                   |  |           |         |             
|Finished products                  |  | $         | 193,267 |              |  | $ | 180,580 | 
|Raw materials and work in progress |  |           | 100,448 |              |  |   | 111,725 | 
|Crop-growing costs                 |  |           | 79,212  |              |  |   | 85,870  | 
|Operating supplies and other       |  |           | 57,985  |              |  |   | 58,935  | 
|                                   |  |           |         |              |  |   |         | 
|                                   |  | $         | 430,912 |              |  | $ | 437,110 | 
|                                   |  |           |         |              |  |   |         | 

Included in crop-growing costs at June 14,
2003 is a remaining balance of approximately $20.7 million
related to unharvested fruit valued in purchase accounting. This
amount will be fully amortized over the remainder of 2003.

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |                                            
|-- | -------------------------------------------
|9. | GOODWILL AND ACQUIRED INTANGIBLE
    ASSETS

The Company had the following identifiable
intangible assets that were valued in connection with the
going-private merger transaction (in thousands):

|                                          |                                                          |           |         |         | 
|----------------------------------------- | -------------------------------------------------------- | --------- | ------- | ------- | 
|                                          |                                                          | June 14, 
|                                          |                                                          | 2003     
|                                          |                                                          |          
|                                          |                                                          | Successor
|                                          |                                                          |          
|Amortized intangible assets:              |                                                          |           |         |        
|                                          | Customer relationships                                   |           | $       | 28,351  | 
|                                          | Licenses                                                 |           |         | 20,688  | 
|                                          |                                                          |           |         |        
|                                          |                                                          |           | 49,039  |        
|Accumulated amortization                  |                                                          |           | (2,378  | )      
|                                          |                                                          |           |         |        
|Amortized intangibles, net                |                                                          |           | 46,661  |        
|Unamortized intangible assets:            |                                                          |           |         |        
|                                          | Trademark, trade names and other related
    intangibles |           |         | 694,518 | 
|                                          |                                                          |           |         |        
|Total identifiable intangible assets, net |                                                          | $         | 741,179 |        
|                                          |                                                          |           |         |        

Amortization expense of identifiable intangibles
totaled $2.4 million for the three months ended
June 14, 2003. Estimated amortization expense associated
with the Companys identifiable intangible assets in each
of the next five fiscal years is as follows (in thousands):

|            |  |        |        | 
|----------- |  | ------ | ------ | 
|Fiscal Year |  | Amount
|            |  |       
|2003        |  | $      | 7,927  | 
|2004        |  | $      | 10,305 | 
|2005        |  | $      | 10,305 | 
|2006        |  | $      | 2,834  | 
|2007        |  | $      | 2,834  | 

Trademarks, trade names and other related
intangibles are considered to have indefinite lives because they
are expected to generate cash flows indefinitely and as such
will not be amortized, but will be tested annually for
impairment, or more frequently if events or changes in
circumstances indicate that the assets might be impaired. The
Company had no identifiable intangibles at December 28,
2002.

In connection with the going-private merger
transaction, the Company recorded goodwill of approximately
$430.2 million. Pursuant to Statement of Financial
Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets, the goodwill
resulting from the going-private merger transactions will not be
amortized but will be subject to an annual impairment test. The
Companys Predecessor goodwill balance of approximately
$132.1 million at December 28, 2002 was eliminated in
purchase accounting.

14



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|    |               
|--- | --------------
|10. | LONG-TERM DEBT

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

|                                          |                                                                                                     |           |           |              |  |   |           |         | 
|----------------------------------------- | --------------------------------------------------------------------------------------------------- | --------- | --------- | ------------ |  | - | --------- | ------- | 
|                                          |                                                                                                     | June 14,  |           | December 28,
|                                          |                                                                                                     | 2003      |           | 2002        
|                                          |                                                                                                     |           |           |             
|                                          |                                                                                                     | Successor |           | Predecessor 
|                                          |                                                                                                     |           |           |             
|Unsecured debt:                           |                                                                                                     |           |           |              |  |   |           |        
|                                          | 7% notes due 2003                                                                                   |           | $         |             |  |   | $         | 209,756 | 
|                                          | 6.375% notes due 2005                                                                               |           |           |             |  |   |           | 300,000 | 
|                                          | 8.625% notes due 2009                                                                               |           |           | 400,000      |  |   |           | 400,000 | 
|                                          | 7.25% notes due 2010                                                                                |           |           | 400,000      |  |   |           |        | 
|                                          | 8.875% notes due 2011                                                                               |           |           | 475,000      |  |   |           |        | 
|                                          | 8.75% debentures due 2013                                                                           |           |           | 155,000      |  |   |           | 155,000 | 
|                                          | Various other notes due 20042008 at a
    weighted-average interest rate of 15% (16.33% in 2002)   |           |           | 4,706        |  |   |           | 4,382   | 
|Secured debt:                             |                                                                                                     |           |           |              |  |   |           |        
|                                          | Revolving credit facility                                                                           |           |           | 40,000       |  |   |           |        | 
|                                          | Term loan facilities                                                                                |           |           | 417,788      |  |   |           |        | 
|                                          | Contracts and notes due 20032014, at a
    weighted-average interest rate of 5.45% (6.06% in 2002) |           |           | 2,588        |  |   |           | 6,322   | 
|Capital lease obligations                 |                                                                                                     |           | 3,586     |              |  |   | 40,546    |        
|Corporate headquarters financing facility |                                                                                                     |           | 54,927    |              |  |   |          |        
|Unamortized debt discount                 |                                                                                                     |           | (2,184    | )            |  |   | (2,713    | )      
|                                          |                                                                                                     |           |           |              |  |   |           |        
|                                          |                                                                                                     |           | 1,951,411 |              |  |   | 1,113,293 |        
|Current maturities                        |                                                                                                     |           | (35,925   | )            |  |   | (230,813  | )      
|                                          |                                                                                                     |           |           |              |  |   |           |        
|                                          |                                                                                                     | $         | 1,915,486 |              |  | $ | 882,480   |        
|                                          |                                                                                                     |           |           |              |  |   |           |        

In connection with the going-private merger and
refinancing transactions described in Note 3, the Company
issued additional notes and term loans, repaid existing notes
and repaid approximately $37.3 million of a capital lease
obligation related to shipping containers. In the quarter ended
June 14, 2003, the Company wrote off $11.6 million of
deferred debt issuance costs as a result of the early repayment
of 6.375% Senior Notes due 2005 and the $400 million
prepayment of the term loan facilities. Weighted-average
interest rates on the revolving credit and term loan facilities
were approximately 4.6% and 5%, respectively at June 14,
2003.

Provisions under the senior secured credit
facilities and the indentures to the Companys senior notes
and debentures require the Company to comply with certain
covenants. These covenants include financial performance
measures, such as a minimum required interest coverage ratio, a
minimum fixed charge coverage ratio, minimum quarterly earnings
and maximum permitted leverage ratios, as well as limitations
on, among other things, indebtedness, capital expenditures,
investments, loans to subsidiaries, employees and third parties,
the issuance of guaranties and the payment of dividends. At
June 14, 2003, the Company was in compliance with all
applicable covenants.

15



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Maturities with respect to long-term debt as of
June 14, 2003 were as follows (in thousands):

|                    |  |        |           | 
|------------------- |  | ------ | --------- | 
|Fiscal Year         |  | Amount
|                    |  |       
|2003                |  | $      | 16,349    | 
|2004                |  |        | 40,604    | 
|2005                |  |        | 95,737    | 
|2006                |  |        | 40,112    | 
|2007                |  |        | 79,974    | 
|2008 and thereafter |  |        | 1,678,635 | 
|                    |  |        |           | 
|Total               |  | $      | 1,951,411 | 
|                    |  |        |           | 



|    |                     
|--- | --------------------
|11. | COMPREHENSIVE INCOME

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

|                                                                |  |               |        |               |  |                 |         |             |  |             |        |   |  |   |        |   |  |   |         |  
|--------------------------------------------------------------- |  | ------------- | ------ | ------------- |  | --------------- | ------- | ----------- |  | ----------- | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                |  |               |        |               |  |                
|                                                                |  | Quarter Ended |        | Quarter Ended |  | Half Year Ended
|                                                                |  |               |        |               |  |                
|                                                                |  | June 14,      |        | June 15,      |  | June 14,        |         | March 22,   |  | June 15,   
|                                                                |  | 2003          |        | 2002          |  | 2003            |         | 2003        |  | 2002       
|                                                                |  |               |        |               |  |                 |         |             |  |            
|                                                                |  | Successor     |        | Predecessor   |  | Successor       |         | Predecessor |  | Predecessor
|                                                                |  |               |        |               |  |                 |         |             |  |            
|Net income                                                      |  | $             | 17,901 |               |  | $               | 66,848  |             |  | $           | 17,901 |   |  | $ | 60,788 |   |  | $ | 3,209   |  
|Unrealized foreign currency translation gain
    (loss), net    |  |               | 13,088 |               |  |                 | 9,015   |             |  |             | 13,088 |   |  |   | (195   | ) |  |   | 9,096   |  
|Unrealized net (loss) gain on cash flow
    hedging instruments |  |               | (9,258 | )             |  |                 | (10,944 | )           |  |             | (9,258 | ) |  |   | 4,192  |   |  |   | (10,264 | )
|                                                                |  |               |        |               |  |                 |         |             |  |             |        |   |  |   |        |   |  |   |         |  
|Comprehensive income                                            |  | $             | 21,731 |               |  | $               | 64,919  |             |  | $           | 21,731 |   |  | $ | 64,785 |   |  | $ | 2,041   |  
|                                                                |  |               |        |               |  |                 |         |             |  |             |        |   |  |   |        |   |  |   |         |  



|    |                         
|--- | ------------------------
|12. | STOCK-BASED COMPENSATION

Effective as of the beginning of the 2003 fiscal
year, the Company adopted the fair value recognition provisions
of FAS 123, as amended by FAS 148, for stock-based
employee compensation. Under the prospective method of adoption
selected by the Company, the recognition provisions of
FAS 123 apply to all new employee awards granted after
December 28, 2002. In connection with the going-private
merger transaction, all outstanding stock options were settled
or cancelled. No new stock options have been issued subsequent
to the going-private merger transaction.

The following table illustrates the pro forma
effect on net income as if the fair value method had been
applied to all outstanding and unvested stock option awards in
each period (in thousands):

|           |             |               |   |               |  |                 |   |             |  |             |   |        |  |  |   |        |  |  |   |       | 
|---------- | ----------- | ------------- | - | ------------- |  | --------------- | - | ----------- |  | ----------- | - | ------ |  |  | - | ------ |  |  | - | ----- | 
|           |             |               |   |               |  |                
|           |             | Quarter Ended |   | Quarter Ended |  | Half Year Ended
|           |             |               |   |               |  |                
|           |             | June 14,      |   | June 15,      |  | June 14,        |   | March 22,   |  | June 15,   
|           |             | 2003          |   | 2002          |  | 2003            |   | 2003        |  | 2002       
|           |             |               |   |               |  |                 |   |             |  |            
|           |             | Successor     |   | Predecessor   |  | Successor       |   | Predecessor |  | Predecessor
|           |             |               |   |               |  |                 |   |             |  |            
|Net income |             |               |   |               |  |                 |   |             |  |             |   |        |  |  |   |        |  |  |   |      
|           | As reported |               | $ | 17,901        |  |                 | $ | 66,848      |  |             | $ | 17,901 |  |  | $ | 60,788 |  |  | $ | 3,209 | 
|           | Pro forma   |               | $ | 17,901        |  |                 | $ | 66,280      |  |             | $ | 17,901 |  |  | $ | 60,408 |  |  | $ | 2,075 | 

16



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|    |                    
|--- | -------------------
|13. | SEGMENT INFORMATION

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

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

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

|                                  |                          |               |           |             |   |   |           |         |  
|--------------------------------- | ------------------------ | ------------- | --------- | ----------- | - | - | --------- | ------- | -
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | June 14,      |           | June 15,   
|                                  |                          | 2003          |           | 2002       
|                                  |                          |               |           |            
|                                  |                          | Successor     |           | Predecessor
|                                  |                          |               |           |            
|Revenues from external customers: |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 830,737     |   |   | $         | 738,262 |  
|                                  | Fresh vegetables         |               |           | 199,973     |   |   |           | 196,690 |  
|                                  | Packaged foods           |               |           | 134,482     |   |   |           | 130,046 |  
|                                  | Fresh-cut flowers        |               |           | 44,201      |   |   |           | 45,850  |  
|                                  | Other operating segments |               |           | 7,429       |   |   |           | 7,337   |  
|                                  |                          |               |           |             |   |   |           |        
|                                  |                          | $             | 1,216,822 |             |   | $ | 1,118,185 |        
|                                  |                          |               |           |             |   |   |           |        
|EBIT:                             |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 80,956      |   |   | $         | 98,856  |  
|                                  | Fresh vegetables         |               |           | 18,360      |   |   |           | 13,289  |  
|                                  | Packaged foods           |               |           | (5,817      | ) |   |           | 12,056  |  
|                                  | Fresh-cut flowers        |               |           | (1,110      | ) |   |           | (1,880  | )
|                                  | Other operating segments |               |           | (245        | ) |   |           | 243     |  
|                                  |                          |               |           |             |   |   |           |        
|                                  | Total operating segments |               |           | 92,144      |   |   |           | 122,564 |  
|                                  | Corporate and other      |               |           | (32,640     | ) |   |           | (14,853 | )
|Interest expense                  |                          |               | 37,779    |             |   |   | 19,466    |        
|                                  |                          |               |           |             |   |   |           |        
|Income before income taxes        |                          | $             | 21,725    |             |   | $ | 88,245    |        
|                                  |                          |               |           |             |   |   |           |        

17



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                                                                         |                          |               |           |                 |   |             |           |         |   |   |           |           |  
|---------------------------------------------------------------------------------------- | ------------------------ | ------------- | --------- | --------------- | - | ----------- | --------- | ------- | - | - | --------- | --------- | -
|                                                                                         |                          |               |           |                
|                                                                                         |                          | Quarter Ended |           | Half Year Ended
|                                                                                         |                          |               |           |                
|                                                                                         |                          | June 14,      |           | March 22,       |   | June 15,   
|                                                                                         |                          | 2003          |           | 2003            |   | 2002       
|                                                                                         |                          |               |           |                 |   |            
|                                                                                         |                          | Successor     |           | Predecessor     |   | Predecessor
|(in thousands)                                                                           |                          |               |           |                 |   |            
|Revenues from external customers:                                                        |                          |               |           |                 |   |             |           |         |   |   |           |          
|                                                                                         | Fresh fruit              |               | $         | 830,737         |   |             | $         | 725,115 |   |   | $         | 1,389,002 |  
|                                                                                         | Fresh vegetables         |               |           | 199,973         |   |             |           | 176,865 |   |   |           | 420,666   |  
|                                                                                         | Packaged foods           |               |           | 134,482         |   |             |           | 116,712 |   |   |           | 257,934   |  
|                                                                                         | Fresh-cut flowers        |               |           | 44,201          |   |             |           | 48,506  |   |   |           | 98,651    |  
|                                                                                         | Other operating segments |               |           | 7,429           |   |             |           | 5,972   |   |   |           | 11,347    |  
|                                                                                         |                          |               |           |                 |   |             |           |         |   |   |           |          
|                                                                                         |                          | $             | 1,216,822 |                 |   | $           | 1,073,170 |         |   | $ | 2,177,600 |          
|                                                                                         |                          |               |           |                 |   |             |           |         |   |   |           |          
|EBIT:                                                                                    |                          |               |           |                 |   |             |           |         |   |   |           |          
|                                                                                         | Fresh fruit              |               | $         | 80,956          |   |             | $         | 70,174  |   |   | $         | 145,664   |  
|                                                                                         | Fresh vegetables         |               |           | 18,360          |   |             |           | 16,703  |   |   |           | 57,013    |  
|                                                                                         | Packaged foods           |               |           | (5,817          | ) |             |           | 11,693  |   |   |           | 25,466    |  
|                                                                                         | Fresh-cut flowers        |               |           | (1,110          | ) |             |           | 6,394   |   |   |           | 1,225     |  
|                                                                                         | Other operating segments |               |           | (245            | ) |             |           | 65      |   |   |           | 248       |  
|                                                                                         |                          |               |           |                 |   |             |           |         |   |   |           |          
|                                                                                         | Total operating segments |               |           | 92,144          |   |             |           | 105,029 |   |   |           | 229,616   |  
|                                                                                         | Corporate and other      |               |           | (32,640         | ) |             |           | (11,494 | ) |   |           | (24,610   | )
|Interest expense                                                                         |                          |               | 37,779    |                 |   |             | 19,647    |         |   |   | 33,997    |          
|                                                                                         |                          |               |           |                 |   |             |           |         |   |   |           |          
|Income before income taxes and cumulative effect
    of a change in accounting principle |                          | $             | 21,725    |                 |   | $           | 73,888    |         |   | $ | 171,009   |          
|                                                                                         |                          |               |           |                 |   |             |           |         |   |   |           |          

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

|                         |  |           |           |              |  |   |           | 
|------------------------ |  | --------- | --------- | ------------ |  | - | --------- | 
|                         |  | June 14,  |           | December 28,
|                         |  | 2003      |           | 2002        
|                         |  |           |           |             
|                         |  | Successor |           | Predecessor 
|                         |  |           |           |             
|Fresh fruit              |  | $         | 2,127,828 |              |  | $ | 1,509,424 | 
|Fresh vegetables         |  |           | 383,614   |              |  |   | 274,867   | 
|Packaged foods           |  |           | 425,269   |              |  |   | 347,395   | 
|Fresh-cut flowers        |  |           | 153,890   |              |  |   | 155,863   | 
|Other operating segments |  |           | 9,163     |              |  |   | 10,575    | 
|                         |  |           |           |              |  |   |           | 
|Total operating segments |  |           | 3,099,764 |              |  |   | 2,298,124 | 
|Corporate and other      |  |           | 951,024   |              |  |   | 738,728   | 
|                         |  |           |           |              |  |   |           | 
|                         |  | $         | 4,050,788 |              |  | $ | 3,036,852 | 
|                         |  |           |           |              |  |   |           | 

18



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Goodwill arising from the going-private merger
transaction has been allocated to the Companys operating
segments on a preliminary basis as follows (in thousands):

|                         |  |   |         | 
|------------------------ |  | - | ------- | 
|Fresh fruit              |  | $ | 327,204 | 
|Fresh vegetables         |  |   | 85,487  | 
|Packaged foods           |  |   | 17,463  | 
|Fresh-cut flowers        |  |   |        | 
|Other operating segments |  |   |        | 
|                         |  |   |         | 
|                         |  | $ | 430,154 | 
|                         |  |   |         | 



|    |              
|--- | -------------
|14. | CONTINGENCIES

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

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

Currently there are 795 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Eleven of these lawsuits are currently pending in
various jurisdictions in the United States, with the remainder
pending in Latin America and the Philippines. In the United
States, plaintiffs recently moved to re-open and remand to state
court two previously dismissed cases pursuant to the United
States Supreme Courts decision in Dole Food Company, Inc.
v. Patrickson. Plaintiffs have also moved to remand five other
cases currently pending before the United States district courts
in Texas and Louisiana as a result of the Patrickson decision.
Claimed damages total approximately $20.7 billion, with the
lawsuits in Nicaragua representing approximately 80% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. To date, none of these lawsuits has
resulted in a verdict or judgment against the Company. However,
as described below, a judgment has been rendered in a DBCP case
in Nicaragua.

19



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


In Nicaragua, the Company has been served in 46
of 313 pending cases, with the majority of the lawsuits
brought pursuant to Law 364, an October 2000 Nicaraguan statute
that contains substantive and procedural provisions that
Nicaraguas Attorney General formally opined are
unconstitutional. Nine of the 46 cases served were
consolidated into one case before a civil trial court in
Managua, with the plaintiffs naming an entity denominated as
Dole Food Corporation Inc. as a defendant. The
Company is aware of no legal entity bearing that name, and the
Company is certain that no such legal entity is related to the
Company. As a result, the Company responded in these nine
consolidated cases on behalf of Dole Fresh Fruit Company, a
subsidiary of the Company, which has been named as a defendant
in other pending DBCP matters, including matters brought by
Nicaraguan citizens. The Company paid a $100,000 non-refundable
deposit to the Nicaraguan court, as required under Law 364,
to participate in the litigation. On October 25, 2002, the
civil trial court in Managua issued a ruling that Dole Fresh
Fruit Company was not a party to the nine consolidated cases.
Thereafter, counsel for Dole Fresh Fruit Company notified the
court that no legal entity known as Dole Food Corporation
Inc. exists and sought to appear on behalf of Dole Food
Company, Inc. and to ratify all prior pleadings of Dole Fresh
Fruit Company. On November 25, 2002, the civil trial court
issued a ruling that Dole Food Company, Inc. is not a defendant
in the nine consolidated cases.

On December 13, 2002, the Nicaraguan civil
trial court entered a judgment in the aggregate amount of
$489.4 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical
Company, Standard Fruit and Vegetable Company and Dole
Food Corporation Inc. in the nine consolidated actions.
Because the civil trial court had held that the Company is not a
defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and
Vegetable Company is a Texas corporation that is wholly
unrelated to the Company. On May 14, 2003, an action was
filed in Los Angeles County Superior Court against The Dow
Chemical Company, Shell Chemical Company, and Dole Food Company,
Inc. to enforce the Nicaraguan judgment. On July 18, 2003,
the Company filed a motion to dismiss the enforcement action on
the grounds that Dole Food Company, Inc. was not a party to the
judgment. On July 17, 2003, Dow and Shell filed a motion to
remove the enforcement action to the United States District
Court for the Central District of California. The Company
consented to that removal.

The Company believes that the Nicaraguan civil
trial courts judgment will not be enforceable against any
Dole entity in the U.S. or in any other country, because no
Dole entity has been named in the judgment and Nicaraguas
Law 364 is unconstitutional and violates international due
process. Among other things, Law 364 is an improper
special law directed at particular parties, it
requires defendants to pay large, non-refundable deposits in
order to participate in the litigation, it provides a severely
truncated procedural process, it establishes irrebutable
presumptions of causation that are contrary to the evidence and
scientific data, and it sets unreasonable minimum damages that
must be awarded. In addition, although the Company sought to
participate in the case, the Nicaraguan civil trial court ruled
that the Company would not be heard and that the Companys
legal motions and papers would not be considered. Finally, as
previously noted, the civil trial court ruled that neither Dole
Food Company, Inc. nor Dole Fresh Fruit Company is a defendant
in the case. For these reasons, the Company does not believe a
U.S. court or that of any other nation would enforce this
judgment.

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



|    |                                
|--- | -------------------------------
|15. | GUARANTOR FINANCIAL INFORMATION

In connection with the issuance of the
2011 Notes in March 2003 and the 2010 Notes in May
2003, the Company and all of its wholly-owned domestic
subsidiaries (Guarantors) have fully and
unconditionally

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


guaranteed, on a joint and several basis, the
Companys obligations under the related indentures (the
Guarantees). Each Guarantee is subordinated in right
of payment to the Guarantors existing and future senior
debt, including obligations under the senior secured credit
facility, and will rank pari passu with all senior subordinated
indebtedness of the applicable Guarantor. All Guarantors are
100% owned by the Company.

The accompanying guarantor condensed financial
information is presented on the equity method of accounting for
all periods presented. Under this method, investments in
subsidiaries are recorded at cost and adjusted for the
Companys share in the subsidiaries cumulative
results of operations, capital contributions and distributions
and other changes in equity. Elimination entries relate
primarily to the elimination of investments in subsidiaries and
associated intercompany balances and transactions.

The following are condensed consolidating
statements of operations of the Company for the quarters ended
June 14, 2003, March 22, 2003 and June 15, 2002
and the half year ended June 15, 2002, condensed
consolidating balance sheets as of June 14, 2003 and
December 28, 2002, and condensed consolidating statements
of cash flows for the quarters ended June 14, 2003 and
March 22, 2003, and half year ended June 15, 2002.

For the Quarters Ended June 14, 2003 and
June 15, 2002, respectively

SUCCESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
OPERATIONS


For the Quarter Ended June 14,
2003


|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------- |  | - | -------- | ------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(Dollars in thousands)                                         |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|Revenues, net                                                  |                            | $             | 109,390 |            |   | $              | 456,313 |              |  | $     | 925,090 |         |  | $ | (273,971 | )       |   | $ | 1,216,822 |        
|Cost of products sold                                          |                            |               | 95,315  |            |   |                | 409,605 |              |  |       | 817,811 |         |  |   | (273,971 | )       |   |   | 1,048,760 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Gross margin               |               |         | 14,075     |   |                |         | 46,708       |  |       |         | 107,279 |  |   |          |        |   |   |           | 168,062 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 36,790  |            |   |                | 24,621  |              |  |       | 38,072  |         |  |   |         |         |   |   | 99,483    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (22,715    | ) |                |         | 22,087       |  |       |         | 69,207  |  |   |          |        |   |   |           | 68,579  | 
|Equity in subsidiary income                                    |                            |               | 79,474  |            |   |                | 8,388   |              |  |       |        |         |  |   | (87,862  | )       |   |   |          |        
|Other income (expense)  net                                   |                            |               | (3,406  | )          |   |                | 350     |              |  |       | (7,131  | )       |  |   |         |         |   |   | (10,187   | )      
|Interest income                                                |                            |               | 151     |            |   |                | 79      |              |  |       | 882     |         |  |   |         |         |   |   | 1,112     |        
|Interest expense                                               |                            |               | 29,910  |            |   |                | 79      |              |  |       | 7,790   |         |  |   |         |         |   |   | 37,779    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Income before income taxes |               |         | 23,594     |   |                |         | 30,825       |  |       |         | 55,168  |  |   |          | (87,862 | ) |   |           | 21,725  | 
|Income taxes                                                   |                            |               | 5,693   |            |   |                | 6,112   |              |  |       | (7,981  | )       |  |   |         |         |   |   | 3,824     |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Net income                 |               | $       | 17,901     |   |                | $       | 24,713       |  |       | $       | 63,149  |  |   | $        | (87,862 | ) |   | $         | 17,901  | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


PREDECESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
OPERATIONS


For the Quarter Ended June 15,
2002


|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(Dollars in thousands)                                         |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 93,514  |            |   | $              | 440,795 |              |  | $     | 781,731 |         |  | $ | (197,855 | )        |   | $ | 1,118,185 |        
|Cost of products sold                                          |                            |               | 71,024  |            |   |                | 395,235 |              |  |       | 651,672 |         |  |   | (197,855 | )        |   |   | 920,076   |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 22,490     |   |                |         | 45,560       |  |       |         | 130,059 |  |   |          |         |   |   |           | 198,109 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 25,788  |            |   |                | 25,847  |              |  |       | 38,205  |         |  |   |         |          |   |   | 89,840    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (3,298     | ) |                |         | 19,713       |  |       |         | 91,854  |  |   |          |         |   |   |           | 108,269 | 
|Equity in subsidiary income                                    |                            |               | 101,417 |            |   |                | 6,492   |              |  |       |        |         |  |   | (107,909 | )        |   |   |          |        
|Other income (expense)  net                                   |                            |               | (2,561  | )          |   |                | 282     |              |  |       | (731    | )       |  |   |         |          |   |   | (3,010    | )      
|Interest income                                                |                            |               | 1,084   |            |   |                | 109     |              |  |       | 1,259   |         |  |   |         |          |   |   | 2,452     |        
|Interest expense                                               |                            |               | 16,708  |            |   |                | (771    | )            |  |       | 3,529   |         |  |   |         |          |   |   | 19,466    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 79,934     |   |                |         | 27,367       |  |       |         | 88,853  |  |   |          | (107,909 | ) |   |           | 88,245  | 
|Income taxes                                                   |                            |               | 13,086  |            |   |                | 7,388   |              |  |       | 923     |         |  |   |         |          |   |   | 21,397    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 66,848     |   |                | $       | 19,979       |  |       | $       | 87,930  |  |   | $        | (107,909 | ) |   | $         | 66,848  | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


For the Quarters Ended June 14, 2003
(Successor) and March 22, 2003 (Predecessor) and Half Year
Ended June 15, 2002 (Predecessor), respectively

SUCCESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
OPERATIONS


For the Quarter Ended June 14,
2003


|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------- |  | - | -------- | ------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(Dollars in thousands)                                         |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|Revenues, net                                                  |                            | $             | 109,390 |            |   | $              | 456,313 |              |  | $     | 925,090 |         |  | $ | (273,971 | )       |   | $ | 1,216,822 |        
|Cost of products sold                                          |                            |               | 95,315  |            |   |                | 409,605 |              |  |       | 817,811 |         |  |   | (273,971 | )       |   |   | 1,048,760 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Gross margin               |               |         | 14,075     |   |                |         | 46,708       |  |       |         | 107,279 |  |   |          |        |   |   |           | 168,062 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 36,790  |            |   |                | 24,621  |              |  |       | 38,072  |         |  |   |         |         |   |   | 99,483    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (22,715    | ) |                |         | 22,087       |  |       |         | 69,207  |  |   |          |        |   |   |           | 68,579  | 
|Equity in subsidiary income                                    |                            |               | 79,474  |            |   |                | 8,388   |              |  |       |        |         |  |   | (87,862  | )       |   |   |          |        
|Other income (expense)  net                                   |                            |               | (3,406  | )          |   |                | 350     |              |  |       | (7,131  | )       |  |   |         |         |   |   | (10,187   | )      
|Interest income                                                |                            |               | 151     |            |   |                | 79      |              |  |       | 882     |         |  |   |         |         |   |   | 1,112     |        
|Interest expense                                               |                            |               | 29,910  |            |   |                | 79      |              |  |       | 7,790   |         |  |   |         |         |   |   | 37,779    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Income before income taxes |               |         | 23,594     |   |                |         | 30,825       |  |       |         | 55,168  |  |   |          | (87,862 | ) |   |           | 21,725  | 
|Income taxes                                                   |                            |               | 5,693   |            |   |                | 6,112   |              |  |       | (7,981  | )       |  |   |         |         |   |   | 3,824     |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        
|                                                               | Net income                 |               | $       | 17,901     |   |                | $       | 24,713       |  |       | $       | 63,149  |  |   | $        | (87,862 | ) |   | $         | 17,901  | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |         |   |   |           |        

PREDECESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
OPERATIONS


For the Quarter Ended March 22,
2003


|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------ | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------ |  | - | -------- | ------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |        |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |        | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |        |            |   |                |         |              |  |      
|(Dollars in thousands)                                         |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|Revenues, net                                                  |                            | $             | 96,185 |            |   | $              | 432,831 |              |  | $     | 803,294 |        |  | $ | (259,140 | )       |   | $ | 1,073,170 |        
|Cost of products sold                                          |                            |               | 69,640 |            |   |                | 371,625 |              |  |       | 712,914 |        |  |   | (259,140 | )       |   |   | 895,039   |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Gross margin               |               |        | 26,545     |   |                |         | 61,206       |  |       |         | 90,380 |  |   |          |        |   |   |           | 178,131 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 28,887 |            |   |                | 23,285  |              |  |       | 37,169  |        |  |   |         |         |   |   | 89,341    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Operating income (loss)    |               |        | (2,342     | ) |                |         | 37,921       |  |       |         | 53,211 |  |   |          |        |   |   |           | 88,790  | 
|Equity in subsidiary income                                    |                            |               | 73,874 |            |   |                | 5,252   |              |  |       |        |        |  |   | (79,126  | )       |   |   |          |        
|Other income (expense)  net                                   |                            |               | (165   | )          |   |                | 119     |              |  |       | 2,091   |        |  |   |         |         |   |   | 2,045     |        
|Interest income                                                |                            |               | 1,179  |            |   |                | 119     |              |  |       | 1,402   |        |  |   |         |         |   |   | 2,700     |        
|Interest expense                                               |                            |               | 17,831 |            |   |                | 28      |              |  |       | 1,788   |        |  |   |         |         |   |   | 19,647    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Income before income taxes |               |        | 54,715     |   |                |         | 43,383       |  |       |         | 54,916 |  |   |          | (79,126 | ) |   |           | 73,888  | 
|Income taxes                                                   |                            |               | (6,073 | )          |   |                | 16,024  |              |  |       | 3,149   |        |  |   |         |         |   |   | 13,100    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Net income                 |               | $      | 60,788     |   |                | $       | 27,359       |  |       | $       | 51,767 |  |   | $        | (79,126 | ) |   | $         | 60,788  | 
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |         |   |   |           |        

23



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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


PREDECESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
OPERATIONS


For the Half Year Ended June 15,
2002


|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |         | 
|---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | --------- | ------- |  | - | -------- | ------- | - | - | --------- | ------- | 
|                                                                                         |                                                                         | Dole Food     |         |            |   |                |         |              |  |      
|                                                                                         |                                                                         | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |      
|(Dollars in thousands)                                                                   |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |        
|Revenues, net                                                                            |                                                                         | $             | 188,754 |            |   | $              | 906,451 |              |  | $     | 1,473,414 |         |  | $ | (391,019 | )       |   | $ | 2,177,600 |        
|Cost of products sold                                                                    |                                                                         |               | 142,213 |            |   |                | 786,674 |              |  |       | 1,260,519 |         |  |   | (391,019 | )       |   |   | 1,798,387 |        
|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |        
|                                                                                         | Gross margin                                                            |               |         | 46,541     |   |                |         | 119,777      |  |       |           | 212,895 |  |   |          |        |   |   |           | 379,213 | 
|Selling, marketing and general and administrative
    expenses                           |                                                                         |               | 48,927  |            |   |                | 55,342  |              |  |       | 70,072    |         |  |   |         |         |   |   | 174,341   |        
|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |        
|                                                                                         | Operating income (loss)                                                 |               |         | (2,386     | ) |                |         | 64,435       |  |       |           | 142,823 |  |   |          |        |   |   |           | 204,872 | 
|Equity in subsidiary income                                                              |                                                                         |               | 54,862  |            |   |                | 7,033   |              |  |       |          |         |  |   | (61,895  | )       |   |   |          |        
|Other income (expense)  net                                                             |                                                                         |               | (2,635  | )          |   |                | 255     |              |  |       | (2,086    | )       |  |   |         |         |   |   | (4,466    | )      
|Interest income                                                                          |                                                                         |               | 1,717   |            |   |                | 286     |              |  |       | 2,597     |         |  |   |         |         |   |   | 4,600     |        
|Interest expense                                                                         |                                                                         |               | 29,821  |            |   |                | 83      |              |  |       | 4,093     |         |  |   |         |         |   |   | 33,997    |        
|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |        
|Income before income taxes and cumulative effect
    of a change in accounting principle |                                                                         |               | 21,737  |            |   |                | 71,926  |              |  |       | 139,241   |         |  |   | (61,895  | )       |   |   | 171,009   |        
|Income taxes                                                                             |                                                                         |               | 18,528  |            |   |                | 24,870  |              |  |       | 4,485     |         |  |   |         |         |   |   | 47,883    |        
|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |        
|                                                                                         | Income before cumulative effect of a change in
    accounting principle |               |         | 3,209      |   |                |         | 47,056       |  |       |           | 134,756 |  |   |          | (61,895 | ) |   |           | 123,126 | 
|Cumulative effect of a change in accounting
    principle                                |                                                                         |               |        |            |   |                | (7,260  | )            |  |       | (112,657  | )       |  |   |         |         |   |   | (119,917  | )      
|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |        
|                                                                                         | Net income                                                              |               | $       | 3,209      |   |                | $       | 39,796       |  |       | $         | 22,099  |  |   | $        | (61,895 | ) |   | $         | 3,209   | 
|                                                                                         |                                                                         |               |         |            |   |                |         |              |  |       |           |         |  |   |          |         |   |   |           |        

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


SUCCESSOR

UNAUDITED CONDENSED CONSOLIDATING BALANCE
SHEET


As of June 14, 2003


|                                         |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |           |           | 
|---------------------------------------- | ---------------------------------------- | ---------------------------------------------- | - | ---------- | --------- | -------------- | - | ------------ | ------- | ----- | - | --------- | --------- |  | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                         |                                          | Dole Food                                      |   |            |           |                |   |              |         |      
|                                         |                                          | Company, Inc.                                  |   | Guarantors |           | Non Guarantors |   | Eliminations |         | Total
|                                         |                                          |                                                |   |            |           |                |   |              |         |      
|(Dollars in thousands)                   |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|ASSETS                                   |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|Current Assets                           |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|                                         | Cash and cash equivalents                |                                                | $ | 11,754     |           |                | $ | (5,296       | )       |       | $ | 89,558    |           |  | $ |           |            |   | $ | 96,016    |          
|                                         | Receivables, net of allowances           |                                                |   | 106,833    |           |                |   | 109,731      |         |       |   | 422,037   |           |  |   | (9,248     | )          |   |   | 629,353   |          
|                                         | Inventories                              |                                                |   | 76,604     |           |                |   | 67,277       |         |       |   | 287,031   |           |  |   |           |            |   |   | 430,912   |          
|                                         | Prepaid expenses                         |                                                |   | 8,899      |           |                |   | 9,235        |         |       |   | 31,269    |           |  |   |           |            |   |   | 49,403    |          
|                                         | Deferred income tax assets               |                                                |   | 28,693     |           |                |   | 18,102       |         |       |   |          |           |  |   |           |            |   |   | 46,795    |          
|                                         |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current assets                           |   |            | 232,783   |                |   |              | 199,049 |       |   |           | 829,895   |  |   |            | (9,248     | ) |   |           | 1,252,479 | 
|                                         | Investments                              |                                                |   | 1,896,321  |           |                |   | 304,973      |         |       |   | 75,649    |           |  |   | (2,196,824 | )          |   |   | 80,119    |          
|                                         | Property, plant and equipment, net       |                                                |   | 300,651    |           |                |   | 266,359      |         |       |   | 836,665   |           |  |   |           |            |   |   | 1,403,675 |          
|                                         | Goodwill and intangible assets, net      |                                                |   | 734,775    |           |                |   | 90,391       |         |       |   | 346,167   |           |  |   |           |            |   |   | 1,171,333 |          
|                                         | Other assets, net                        |                                                |   | 55,482     |           |                |   | 4,626        |         |       |   | 83,074    |           |  |   |           |            |   |   | 143,182   |          
|                                         |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|                                         | Total assets                             |                                                | $ | 3,220,012  |           |                | $ | 865,398      |         |       | $ | 2,171,450 |           |  | $ | (2,206,072 | )          |   | $ | 4,050,788 |          
|                                         |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|LIABILITIES AND SHAREHOLDERS
    EQUITY |                                          |                                                |   |            |           |                |   |              |         |       |   |          
|Current Liabilities                      |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|                                         | Accounts payable and accrued liabilities |                                                | $ | 120,215    |           |                | $ | 223,267      |         |       | $ | 425,329   |           |  | $ | (9,248     | )          |   | $ | 759,563   |          
|                                         | Current portion of long-term debt        |                                                |   | 9,968      |           |                |   |             |         |       |   | 25,957    |           |  |   |           |            |   |   | 35,925    |          
|                                         | Notes payable                            |                                                |   |           |           |                |   | 590          |         |       |   | 8,040     |           |  |   |           |            |   |   | 8,630     |          
|                                         |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current liabilities                      |   |            | 130,183   |                |   |              | 223,857 |       |   |           | 459,326   |  |   |            | (9,248     | ) |   |           | 804,118   | 
|                                         | Intercompany payables (receivables)      |                                                |   | 550,283    |           |                |   | 61,083       |         |       |   | (611,366  | )         |  |   |           |            |   |   |          |          
|                                         | Long-term debt                           |                                                |   | 1,584,061  |           |                |   | 1,785        |         |       |   | 329,640   |           |  |   |           |            |   |   | 1,915,486 |          
|                                         | Deferred income tax liabilities          |                                                |   | 193,273    |           |                |   | 46,957       |         |       |   | 176,695   |           |  |   |           |            |   |   | 416,925   |          
|                                         | Other long-term liabilities              |                                                |   | 326,702    |           |                |   | 39,145       |         |       |   | 80,527    |           |  |   |           |            |   |   | 446,374   |          
|                                         | Minority interests                       |                                                |   |           |           |                |   | 5,796        |         |       |   | 26,579    |           |  |   |           |            |   |   | 32,375    |          
|                                         | Total shareholders equity               |                                                |   | 435,510    |           |                |   | 486,775      |         |       |   | 1,710,049 |           |  |   | (2,196,824 | )          |   |   | 435,510   |          
|                                         |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total liabilities and shareholders
    equity |   | $          | 3,220,012 |                |   | $            | 865,398 |       |   | $         | 2,171,450 |  |   | $          | (2,206,072 | ) |   | $         | 4,050,788 | 
|                                         |                                          |                                                |   |            |           |                |   |              |         |       |   |           |           |  |   |            |            |   |   |          

25



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


PREDECESSOR

CONDENSED CONSOLIDATING BALANCE
SHEET


As of December 28, 2002


|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |           |           | 
|---------------------------------------- | ---------------------------------------- | ---------------------------------------------- | - | ---------- | --------- | -------------- | - | ------------ | --------- | ----- | - | --------- | --------- |  | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                         |                                          | Dole Food                                      |   |            |           |                |   |              |           |      
|                                         |                                          | Company, Inc.                                  |   | Guarantors |           | Non Guarantors |   | Eliminations |           | Total
|                                         |                                          |                                                |   |            |           |                |   |              |           |      
|(Dollars in thousands)                   |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|ASSETS                                   |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|Current Assets                           |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Cash and cash equivalents                |                                                | $ | 395,106    |           |                | $ | (2,857       | )         |       | $ | 254,718   |           |  | $ |           |            |   | $ | 646,967   |          
|                                         | Receivables, net of allowances           |                                                |   | 97,088     |           |                |   | 135,985      |           |       |   | 330,260   |           |  |   | (57,906    | )          |   |   | 505,427   |          
|                                         | Inventories                              |                                                |   | 63,763     |           |                |   | 84,099       |           |       |   | 289,248   |           |  |   |           |            |   |   | 437,110   |          
|                                         | Prepaid expenses                         |                                                |   | 2,532      |           |                |   | 10,702       |           |       |   | 29,233    |           |  |   |           |            |   |   | 42,467    |          
|                                         | Deferred income tax assets               |                                                |   | 14,048     |           |                |   | 22,794       |           |       |   |          |           |  |   |           |            |   |   | 36,842    |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current assets                           |   |            | 572,537   |                |   |              | 250,723   |       |   |           | 903,459   |  |   |            | (57,906    | ) |   |           | 1,668,813 | 
|                                         | Investments                              |                                                |   | 2,673,449  |           |                |   | 502,016      |           |       |   | 76,534    |           |  |   | (3,171,060 | )          |   |   | 80,939    |          
|                                         | Property, plant and equipment, net       |                                                |   | 48,617     |           |                |   | 274,836      |           |       |   | 703,112   |           |  |   |           |            |   |   | 1,026,565 |          
|                                         | Goodwill and intangible assets, net      |                                                |   | 28         |           |                |   | 1,127        |           |       |   | 130,925   |           |  |   |           |            |   |   | 132,080   |          
|                                         | Other assets, net                        |                                                |   | 57,868     |           |                |   | 2,183        |           |       |   | 66,014    |           |  |   | 2,390      |            |   |   | 128,455   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Total assets                             |                                                | $ | 3,352,499  |           |                | $ | 1,030,885    |           |       | $ | 1,880,044 |           |  | $ | (3,226,576 | )          |   | $ | 3,036,852 |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|LIABILITIES AND SHAREHOLDERS
    EQUITY |                                          |                                                |   |            |           |                |   |              |           |       |   |          
|Current Liabilities                      |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Accounts payable and accrued liabilities |                                                | $ | 100,272    |           |                | $ | 279,898      |           |       | $ | 369,755   |           |  | $ | (38,981    | )          |   | $ | 710,944   |          
|                                         | Current portion of long-term
    debt    |                                                |   | 209,252    |           |                |   |             |           |       |   | 21,561    |           |  |   |           |            |   |   | 230,813   |          
|                                         | Notes payable                            |                                                |   |           |           |                |   | 678          |           |       |   | 10,923    |           |  |   |           |            |   |   | 11,601    |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current liabilities                      |   |            | 309,524   |                |   |              | 280,576   |       |   |           | 402,239   |  |   |            | (38,981    | ) |   |           | 953,358   | 
|                                         | Intercompany payables (receivables)      |                                                |   | 1,140,247  |           |                |   | (966,127     | )         |       |   | (174,120  | )         |  |   |           |            |   |   |          |          
|                                         | Long-term debt                           |                                                |   | 852,791    |           |                |   | 1,693        |           |       |   | 27,996    |           |  |   |           |            |   |   | 882,480   |          
|                                         | Deferred income tax liabilities          |                                                |   |           |           |                |   | 16,442       |           |       |   | 2,552     |           |  |   | (16,535    | )          |   |   | 2,459     |          
|                                         | Other long-term liabilities              |                                                |   | 304,826    |           |                |   | 44,506       |           |       |   | 74,822    |           |  |   |           |            |   |   | 424,154   |          
|                                         | Minority interests                       |                                                |   |           |           |                |   | 6,720        |           |       |   | 22,570    |           |  |   |           |            |   |   | 29,290    |          
|                                         | Total shareholders equity               |                                                |   | 745,111    |           |                |   | 1,647,075    |           |       |   | 1,523,985 |           |  |   | (3,171,060 | )          |   |   | 745,111   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total liabilities and shareholders
    equity |   | $          | 3,352,499 |                |   | $            | 1,030,885 |       |   | $         | 1,880,044 |  |   | $          | (3,226,576 | ) |   | $         | 3,036,852 | 
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          

26



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


SUCCESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
CASH FLOWS


For the Quarter Ended June 14,
2003


|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |            |            |  
|---------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | ---------- | -------------- | - | ------------ | ------ | ----- | - | ------- | ------- | - | - | - | - |  | - | ---------- | ---------- | -
|                       |                                                                          | Dole Food                                                |   |            |            |                |   |              |        |      
|                       |                                                                          | Company, Inc.                                            |   | Guarantors |            | Non Guarantors |   | Eliminations |        | Total
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |      
|(Dollars in thousands) |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|OPERATING ACTIVITIES   |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       |                                                                          | Cash flow provided by (used in) operating
    activities |   | $          | 85,702     |                |   | $            | (5,595 | )     |   | $       | 60,659  |   |   | $ |  |  |   | $          | 140,766    |  
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|INVESTING ACTIVITIES   |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       | Proceeds from sales of assets                                            |                                                          |   | 29,154     |            |                |   | 2,599        |        |       |   | 2,598   |         |   |   |  |   |  |   | 34,351     |           
|                       | Purchases of investments                                                 |                                                          |   | (1,022     | )          |                |   |             |        |       |   | (3      | )       |   |   |  |   |  |   | (1,025     | )         
|                       | Capital additions                                                        |                                                          |   | (573       | )          |                |   | (981         | )      |       |   | (44,810 | )       |   |   |  |   |  |   | (46,364    | )         
|                       | Repurchase of common stock in going-private
    merger transaction       |                                                          |   | (1,434,902 | )          |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (1,434,902 | )         
|                       | Transaction costs paid in going-private merger
    transaction           |                                                          |   | (88,089    | )          |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (88,089    | )         
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       |                                                                          | Cash flow (used in) provided by investing
    activities |   |            | (1,495,432 | )              |   |              | 1,618  |       |   |         | (42,215 | ) |   |   |  |  |   |            | (1,536,029 | )
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|FINANCING ACTIVITIES   |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       | Short-term debt borrowings                                               |                                                          |   |           |            |                |   | 168          |        |       |   |        |         |   |   |  |   |  |   | 168        |           
|                       | Short-term debt repayments                                               |                                                          |   |           |            |                |   | (313         | )      |       |   | (4,024  | )       |   |   |  |   |  |   | (4,337     | )         
|                       | Long-term debt borrowings, net of debt issuance
    costs                |                                                          |   | 1,796,861  |            |                |   | 505          |        |       |   | 207     |         |   |   |  |   |  |   | 1,797,573  |           
|                       | Long-term debt repayments                                                |                                                          |   | (1,031,968 | )          |                |   | (287         | )      |       |   | (38,220 | )       |   |   |  |   |  |   | (1,070,475 | )         
|                       | Dividends paid to minority shareholders                                  |                                                          |   |           |            |                |   | (755         | )      |       |   | (300    | )       |   |   |  |   |  |   | (1,055     | )         
|                       | Capital contribution by DHM Holding Company, Inc.                        |                                                          |   | 125,000    |            |                |   |             |        |       |   |        |         |   |   |  |   |  |   | 125,000    |           
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       |                                                                          | Cash flow provided by (used in) financing
    activities |   |            | 889,893    |                |   |              | (682   | )     |   |         | (42,337 | ) |   |   |  |  |   |            | 846,874    |  
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |            |                |   |             |        |       |   | 3,405   |         |   |   |  |   |  |   | 3,405      |           
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       | Decrease in cash and cash
    equivalents                                |                                                          |   | (519,837   | )          |                |   | (4,659       | )      |       |   | (20,488 | )       |   |   |  |   |  |   | (544,984   | )         
|                       | Cash and cash equivalents at beginning of period                         |                                                          |   | 531,591    |            |                |   | (637         | )      |       |   | 110,046 |         |   |   |  |   |  |   | 641,000    |           
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           
|                       | Cash and cash equivalents at end of
    period                           |                                                          | $ | 11,754     |            |                | $ | (5,296       | )      |       | $ | 89,558  |         |   | $ |  |   |  | $ | 96,016     |           
|                       |                                                                          |                                                          |   |            |            |                |   |              |        |       |   |         |         |   |   |   |   |  |   |           

27



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


PREDECESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
CASH FLOWS


For the Quarter Ended March 22,
2003


|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |         |        |  
|---------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ----- | ----- | - | -------- | -------- | - | - | - | - |  | - | ------- | ------ | -
|                       |                                                                          | Dole Food                                                |   |            |         |                |   |              |       |      
|                       |                                                                          | Company, Inc.                                            |   | Guarantors |         | Non Guarantors |   | Eliminations |       | Total
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |      
|(Dollars in thousands) |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|OPERATING ACTIVITIES   |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       |                                                                          | Cash flow provided by (used in) operating
    activities |   | $          | 146,297 |                |   | $            | 2,259 |       |   | $        | (147,151 | ) |   | $ |  |  |   | $       | 1,405  |  
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|INVESTING ACTIVITIES   |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       | Proceeds from sales of assets                                            |                                                          |   | 834        |         |                |   | 33           |       |       |   | 876      |          |   |   |  |   |  |   | 1,743   |       
|                       | Capital additions                                                        |                                                          |   | (621       | )       |                |   |             |       |       |   | (3,206   | )        |   |   |  |   |  |   | (3,827  | )     
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       |                                                                          | Cash flow provided by (used in) investing
    activities |   |            | 213     |                |   |              | 33    |       |   |          | (2,330   | ) |   |   |  |  |   |         | (2,084 | )
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|FINANCING ACTIVITIES   |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       | Short-term debt borrowings                                               |                                                          |   |           |         |                |   | 1,786        |       |       |   | 6,991    |          |   |   |  |   |  |   | 8,777   |       
|                       | Short-term debt repayments                                               |                                                          |   | (4,353     | )       |                |   | (1,730       | )     |       |   | (4,576   | )        |   |   |  |   |  |   | (10,659 | )     
|                       | Long-term debt borrowings                                                |                                                          |   |           |         |                |   | 15           |       |       |   | 4,178    |          |   |   |  |   |  |   | 4,193   |       
|                       | Long-term debt repayments                                                |                                                          |   |           |         |                |   | (143         | )     |       |   | (2,809   | )        |   |   |  |   |  |   | (2,952  | )     
|                       | Proceeds from issuance of common stock                                   |                                                          |   | 2,768      |         |                |   |             |       |       |   |         |          |   |   |  |   |  |   | 2,768   |       
|                       | Dividends paid to common shareholders                                    |                                                          |   | (8,440     | )       |                |   |             |       |       |   |         |          |   |   |  |   |  |   | (8,440  | )     
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       |                                                                          | Cash flow (used in) provided by financing
    activities |   |            | (10,025 | )              |   |              | (72   | )     |   |          | 3,784    |   |   |   |  |  |   |         | (6,313 | )
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |         |                |   |             |       |       |   | 1,025    |          |   |   |  |   |  |   | 1,025   |       
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       | Increase (decrease) in cash and cash
    equivalents                     |                                                          |   | 136,485    |         |                |   | 2,220        |       |       |   | (144,672 | )        |   |   |  |   |  |   | (5,967  | )     
|                       | Cash and cash equivalents at beginning of period                         |                                                          |   | 395,106    |         |                |   | (2,857       | )     |       |   | 254,718  |          |   |   |  |   |  |   | 646,967 |       
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                       | Cash and cash equivalents at end of
    period                           |                                                          | $ | 531,591    |         |                | $ | (637         | )     |       | $ | 110,046  |          |   | $ |  |   |  | $ | 641,000 |       
|                       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


PREDECESSOR

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF
CASH FLOWS


For the Half Year Ended June 15,
2002


|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |          |          |  
|---------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ------ | ----- | - | -------- | -------- | - | - | - | - |  | - | -------- | -------- | -
|                       |                                                                          | Dole Food                                                |   |            |         |                |   |              |        |      
|                       |                                                                          | Company, Inc.                                            |   | Guarantors |         | Non Guarantors |   | Eliminations |        | Total
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |      
|(Dollars in thousands) |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|OPERATING ACTIVITIES   |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       |                                                                          | Cash flow (used in) provided by operating
    activities |   | $          | (71,560 | )              |   | $            | 9,696  |       |   | $        | 132,619  |   |   | $ |  |  |   | $        | 70,755   |  
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|INVESTING ACTIVITIES   |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       | Proceeds from sales of assets                                            |                                                          |   | 1,336      |         |                |   | 11,868       |        |       |   | 6,529    |          |   |   |  |   |  |   | 19,733   |         
|                       | Purchases of investments                                                 |                                                          |   |           |         |                |   |             |        |       |   | (515     | )        |   |   |  |   |  |   | (515     | )       
|                       | Capital additions                                                        |                                                          |   | (2,085     | )       |                |   | (18,927      | )      |       |   | (135,002 | )        |   |   |  |   |  |   | (156,014 | )       
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       |                                                                          | Cash flow used in investing
    activities               |   |            | (749    | )              |   |              | (7,059 | )     |   |          | (128,988 | ) |   |   |  |  |   |          | (136,796 | )
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|FINANCING ACTIVITIES   |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       | Short-term debt borrowings                                               |                                                          |   |           |         |                |   | 164          |        |       |   | 24,369   |          |   |   |  |   |  |   | 24,533   |         
|                       | Short-term debt repayments                                               |                                                          |   |           |         |                |   |             |        |       |   | (10,418  | )        |   |   |  |   |  |   | (10,418  | )       
|                       | Long-term debt borrowings                                                |                                                          |   | 398,071    |         |                |   | 20           |        |       |   | 1,181    |          |   |   |  |   |  |   | 399,272  |         
|                       | Long-term debt repayments                                                |                                                          |   | (73,271    | )       |                |   |             |        |       |   | (12,975  | )        |   |   |  |   |  |   | (86,246  | )       
|                       | Dividends paid to common shareholders                                    |                                                          |   | (16,791    | )       |                |   |             |        |       |   |         |          |   |   |  |   |  |   | (16,791  | )       
|                       | Proceeds from issuance of common stock                                   |                                                          |   | 3,867      |         |                |   |             |        |       |   |         |          |   |   |  |   |  |   | 3,867    |         
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       |                                                                          | Cash flow provided by financing
    activities           |   |            | 311,876 |                |   |              | 184    |       |   |          | 2,157    |   |   |   |  |  |   |          | 314,217  |  
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |         |                |   |             |        |       |   | 1,916    |          |   |   |  |   |  |   | 1,916    |         
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       | Increase in cash and cash
    equivalents                                |                                                          |   | 239,567    |         |                |   | 2,821        |        |       |   | 7,704    |          |   |   |  |   |  |   | 250,092  |         
|                       | Cash and cash equivalents at beginning of period                         |                                                          |   | 93,282     |         |                |   | (4,656       | )      |       |   | 272,700  |          |   |   |  |   |  |   | 361,326  |         
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         
|                       | Cash and cash equivalents at end of
    period                           |                                                          | $ | 332,849    |         |                | $ | (1,835       | )      |       | $ | 280,404  |          |   | $ |  |   |  | $ | 611,418  |         
|                       |                                                                          |                                                          |   |            |         |                |   |              |        |       |   |          |          |   |   |   |   |  |   |         

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DOLE FOOD COMPANY, INC.




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

AND RESULTS OF OPERATIONS


Going-Private Merger and Refinancing
Transactions

On December 18, 2002, the Company signed a
definitive merger agreement with David H. Murdock, the
Companys Chairman and Chief Executive Officer, pursuant to
which Mr. Murdock would acquire the approximately 76% of
the Companys common stock that he and his affiliates did
not already own for $33.50 per share in cash. On March 26,
2003, the merger was approved at a special meeting of the
Companys stockholders. The transaction was successfully
completed on March 28, 2003 and the Company became wholly
owned by Mr. Murdock through DHM Holding Company, Inc., a
Delaware corporation (HoldCo). As a result of the
transaction, the Companys outstanding shares of common
stock were retired and all outstanding stock options were
settled in cash, except those options held by Mr. Murdock
that were cancelled without payment.

The purchase price of all of the outstanding
common stock of the Company not already owned by
Mr. Murdock and his affiliates, plus transaction costs, was
approximately $1.54 billion. The funds necessary to
purchase these shares of the Company consisted of a
$125 million capital contribution by HoldCo, funds borrowed
under $1.125 billion of new senior secured credit
facilities (consisting of $825 million of term loan
facilities and $300 million of revolving credit facilities)
and the issuance of $475 million principal amount of 8.875%
Senior Notes due 2011 (the 2011 Notes). The 2011
Notes were offered within the United States only to qualified
institutional investors pursuant to Rule 144A under the
Securities Act of 1933 (the Securities Act) and to
persons outside the United States in compliance with
Regulation S under the Securities Act. The Credit Agreement
with respect to the new senior secured credit facilities and the
Indenture with respect to the 2011 Notes contain significant
restrictions and covenants affecting, among other things, the
operations and finances of the Company and its subsidiaries.

In addition, on March 28, 2003, the Company
repaid its 7% Senior Notes due 2003 and called for redemption
its 6.375% Senior Notes due 2005 with outstanding balances of
approximately $209.8 million and $300 million,
respectively, at March 22, 2003. The Companys 7.25%
Senior Notes due 2009 and 7.875% Debentures due 2013 remain
outstanding; however, the terms of both the Senior Notes due
2009 and Debentures due 2013 were modified to provide for
substantially the same interest rates, covenants and guarantees
from certain of the Companys subsidiaries as are provided
for by the 2011 Notes. The modifications provide for interest at
8.625% on the Senior Notes due 2009 and 8.75% on the Debentures
due 2013.

In connection with the transaction, the Company
sold its interest in an aircraft under an operating
sale-leaseback agreement for approximately $28.9 million,
which approximated its book value. The Company also purchased
shipping containers for approximately $76.5 million that
were previously leased under separate capital and operating
lease agreements and modified the provisions of its corporate
headquarters financing facility to provide for substantially the
same interest rate as the new senior secured credit facilities.

On May 29, 2003, the Company issued and sold
$400 million aggregate principal amount of 7.25% Senior
Notes due 2010 (the 2010 Notes) in an offering
exempt from the registration requirements of the Securities Act
of 1933. The Company used the net proceeds from this offering of
approximately $392.7 million, together with other available
cash of $7.3 million, to prepay $400 million of the
term loans under the senior secured credit facility. In
connection with the offering, the Company and the lenders under
the senior secured credit facility effected certain amendments
to the Companys senior secured credit facility. The
indenture with respect to the 2010 Notes contains covenants and
restrictions substantially identical to those under the 2011
Notes.

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed-down to the Company as of the date of
the transaction.

In July 2003, the Company filed two registration
statements on Form S-4 with the Securities and Exchange
Commission (SEC) offering the holders of the 2011
Notes and the 2010 Notes the opportunity to exchange

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their notes for publicly registered notes having
substantially identical terms, except for certain restrictions
on transfer that pertain to the original notes. These
registration statements were declared effective on July 21,
2003. The exchange offer commenced on July 25, 2003, and
expires on August 25, 2003, unless extended.


Results of Operations

As a result of the going-private merger
transaction, the Companys Condensed Consolidated Financial
Statements present the results of operations, financial position
and cash flows prior to the date of the merger transaction as
the Predecessor. The merger transaction and the
Companys results of operations, financial position and
cash flows thereafter are presented as the
Successor. Predecessor results have not been
aggregated with those of the Successor in accordance with
accounting principles generally accepted in the U.S. and
accordingly the Companys Condensed Consolidated Financial
Statements do not show results of operations or cash flows for
the half year ended June 14, 2003. However, in order to
facilitate an understanding of the Companys results in
comparison with the half year ended June 15, 2002, the
results of operations of the Predecessor for the quarter ended
March 22, 2003 and the Successor for the quarter ended
June 14, 2003, are presented combined
(Combined).

The push-down of purchase accounting to the
Company and the substantial increase in debt as a result of the
going-private merger and refinancing transactions, have had a
significant impact on the Companys results of operations
in the quarter and combined half year ended June 14, 2003
in comparison to the Predecessor results for the quarter and
half year ended June 15, 2002. Included in the
Companys results of operations for the quarter and
combined half year ended June 14, 2003 is approximately
$5.8 million of purchase accounting related depreciation
and amortization, $38.6 million of purchase accounting
step-up of inventory (for a total of $44.4 million), and
$22.0 million of going-private related expenses. The impact
of these expenses on the Companys results of operations
for the quarter and half year ended June 14, 2003 are as
follows: increase in costs of products sold
($44.4 million); increase in selling, marketing and general
and administrative expenses ($11.5 million); decrease in
other income (expense)  net ($10.5 million); and
decrease in income before income taxes ($66.4 million).
Refer to Note 5 to the Condensed Consolidated Financial
Statements for information on the pro forma results of
operations as if the going-private merger and refinancing
transactions had occurred at the beginning of each of the
periods presented.

Selected results of operations for the quarters
and half years ended June 14, 2003 and June 15, 2002
were as follows (in thousands):

|                 |  |               |           |             |  |   |           | 
|---------------- |  | ------------- | --------- | ----------- |  | - | --------- | 
|                 |  |              
|                 |  | Quarter Ended
|                 |  |              
|                 |  | June 14,      |           | June 15,   
|                 |  | 2003          |           | 2002       
|                 |  |               |           |            
|                 |  | Successor     |           | Predecessor
|                 |  |               |           |            
|Revenues, net    |  | $             | 1,216,822 |             |  | $ | 1,118,185 | 
|Operating income |  | $             | 68,579    |             |  | $ | 108,269   | 
|Interest expense |  | $             | 37,779    |             |  | $ | 19,466    | 
|Income taxes     |  | $             | 3,824     |             |  | $ | 21,397    | 
|Net income       |  | $             | 17,901    |             |  | $ | 66,848    | 

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|                                                          |  |               |           |                 |  |                 |           |             |  |   |           |  |  |   |           |  
|--------------------------------------------------------- |  | ------------- | --------- | --------------- |  | --------------- | --------- | ----------- |  | - | --------- |  |  | - | --------- | -
|                                                          |  |               |           |                 |  |                
|                                                          |  | Quarter Ended |           | Half Year Ended |  | Half Year Ended
|                                                          |  |               |           |                 |  |                
|                                                          |  | June 14,      |           | March 22,       |  | June 14,        |           | June 15,   
|                                                          |  | 2003          |           | 2003            |  | 2003            |           | 2002       
|                                                          |  |               |           |                 |  |                 |           |            
|                                                          |  | Successor     |           | Predecessor     |  | Combined        |           | Predecessor
|(in thousands)                                            |  |               |           |                 |  |                 |           |            
|Revenues, net                                             |  | $             | 1,216,822 |                 |  | $               | 1,073,170 |             |  | $ | 2,289,992 |  |  | $ | 2,177,600 |  
|Operating income                                          |  | $             | 68,579    |                 |  | $               | 88,790    |             |  | $ | 157,369   |  |  | $ | 204,872   |  
|Interest expense                                          |  | $             | 37,779    |                 |  | $               | 19,647    |             |  | $ | 57,426    |  |  | $ | 33,997    |  
|Income taxes                                              |  | $             | 3,824     |                 |  | $               | 13,100    |             |  | $ | 16,924    |  |  | $ | 47,883    |  
|Cumulative effect of a change in accounting
    principle |  | $             |          |                 |  | $               |          |             |  | $ |          |  |  | $ | (119,917  | )
|Net income                                                |  | $             | 17,901    |                 |  | $               | 60,788    |             |  | $ | 78,689    |  |  | $ | 3,209     |  

Revenues

For the quarter ended June 14, 2003,
revenues increased 9% to $1.22 billion from
$1.12 billion in the quarter ended June 15, 2002. The
increase is primarily due to favorable U.S. dollar exchange
rates versus the euro, Swedish krona, and Japanese yen, which
positively impacted revenues, primarily in the fresh fruit
segment, by approximately $77.9 million, as well as overall
improved volumes and pricing in the Companys fresh fruit,
fresh vegetables and packaged foods segments, partially offset
by the divestiture of certain businesses in the prior year.

For the half year ended June 14, 2003,
revenues increased 5% to $2.29 billion from
$2.18 billion in the prior year due primarily to favorable
U.S. dollar exchange rates versus the euro, Swedish krona
and Japanese yen, which positively impacted revenues, primarily
in the fresh fruit segment, by approximately
$140.6 million, as well as overall improved volumes and
pricing in the Companys fresh fruit and packaged foods
segments, partially offset by significantly lower pricing in
commodity vegetables in the first quarter of 2003 and the
divestiture of certain businesses in the prior year.

There were no purchase accounting adjustments
that impacted revenues for the quarter or half year ended
June 14, 2003.

Operating Income

For the quarter ended June 14, 2003,
operating income decreased to $68.6 million from
$108.3 million in the quarter ended June 15, 2002. The
decrease was primarily attributable to increased expenses of
approximately $44.4 million as a result of purchase
accounting adjustments to inventory ($38.6 million),
property, plant and equipment ($3.4 million) and
amortizable intangibles ($2.4 million). In addition, the
Company incurred a charge of approximately $7.9 million
related to the settlement of litigation in connection with the
going-private merger transaction. These expenses were partially
offset by improved operating results in the Companys fresh
vegetables, packaged foods and fresh-cut flowers segments and
favorable U.S. dollar exchange rates versus the euro, the
Swedish krona, and Japanese yen.

For the half year ended June 14, 2003,
operating income decreased to $157.4 million from
$204.9 million in the prior year. The decrease was
primarily attributable to the factors mentioned above, except
for fresh vegetables, which was impacted by lower commodity
pricing in the first quarter of 2003. Higher prices in the prior
year were due to product shortages in the first quarter of 2002.

Interest Expense and Income Taxes

Interest expense for the quarter ended
June 14, 2003 was $37.8 million compared to
$19.5 million in the quarter ended June 15, 2002.
Interest expense for the half year ended June 14, 2003 was
$57.4 million compared to $34 million in the prior
year. Interest expense in the quarter and half year ended
June 14, 2003 increased primarily as a result of additional
debt issued to finance the going-private merger transaction, net
of repayments, of approximately $860.8 million, as well as
the issuance of $400 million 7.25% unsecured senior notes
due 2009, during the second quarter of 2002.

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

Income tax expense for the quarter ended
June 14, 2003 of $3.8 million reflects the
Companys expected effective income tax rate of
approximately 18% for the three-quarter Successor period ending
January 3, 2004. Income tax expense of approximately
$13.1 million for the quarter ended March 22, 2003
reflects the Companys effective income tax rate for that
quarter of approximately 18%. Income tax expense for the quarter
and half year ended June 15, 2002, of approximately
$21.4 million and $47.9 million, respectively,
reflects the Companys then expected effective income tax
rate for the full fiscal year of 28%. For both the quarters
ended June 14, 2003 and March 22, 2003 and the quarter
and half year ended June 15, 2002, the Companys
effective income tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower
than the U.S. rate. No U.S. taxes have been provided
on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

Cumulative Effect of a Change in Accounting
Principle

During the second quarter of 2002, the Company
completed the two-step process of the transitional goodwill
impairment test prescribed in Statement of Financial Accounting
Standards No. 142 (FAS 142),
Goodwill and Other Intangible Assets. The
transitional goodwill impairment test resulted in the Company
recognizing a non-cash transitional goodwill impairment charge
of $119.9 million related entirely to the fresh-cut flowers
reporting segment. As required by FAS 142, the
$119.9 million charge has been retroactively reflected in
the first half of 2002 as a cumulative effect of a change in
accounting principle in the Companys Condensed
Consolidated Statement of Operations.

Segment Results of Operations

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

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

|                                  |                          |               |           |             |   |   |           |         |  
|--------------------------------- | ------------------------ | ------------- | --------- | ----------- | - | - | --------- | ------- | -
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | June 14,      |           | June 15,   
|                                  |                          | 2003          |           | 2002       
|                                  |                          |               |           |            
|                                  |                          | Successor     |           | Predecessor
|                                  |                          |               |           |            
|Revenues from external customers: |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 830,737     |   |   | $         | 738,262 |  
|                                  | Fresh vegetables         |               |           | 199,973     |   |   |           | 196,690 |  
|                                  | Packaged foods           |               |           | 134,482     |   |   |           | 130,046 |  
|                                  | Fresh-cut flowers        |               |           | 44,201      |   |   |           | 45,850  |  
|                                  | Other operating segments |               |           | 7,429       |   |   |           | 7,337   |  
|                                  |                          |               |           |             |   |   |           |        
|                                  |                          | $             | 1,216,822 |             |   | $ | 1,118,185 |        
|                                  |                          |               |           |             |   |   |           |        
|EBIT:                             |                          |               |           |             |   |   |           |        
|                                  | Fresh fruit              |               | $         | 80,956      |   |   | $         | 98,856  |  
|                                  | Fresh vegetables         |               |           | 18,360      |   |   |           | 13,289  |  
|                                  | Packaged foods           |               |           | (5,817      | ) |   |           | 12,056  |  
|                                  | Fresh-cut flowers        |               |           | (1,110      | ) |   |           | (1,880  | )
|                                  | Other operating segments |               |           | (245        | ) |   |           | 243     |  
|                                  |                          |               |           |             |   |   |           |        
|                                  | Total operating segments |               |           | 92,144      |   |   |           | 122,564 |  
|                                  | Corporate and other      |               |           | (32,640     | ) |   |           | (14,853 | )
|Interest expense                  |                          |               | 37,779    |             |   |   | 19,466    |        
|                                  |                          |               |           |             |   |   |           |        
|Income before income taxes        |                          | $             | 21,725    |             |   | $ | 88,245    |        
|                                  |                          |               |           |             |   |   |           |        

|                                  |                          |               |           |                 |  |                 |           |             |  |   |           |           |  |   |           |           | 
|--------------------------------- | ------------------------ | ------------- | --------- | --------------- |  | --------------- | --------- | ----------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|                                  |                          |               |           |                 |  |                
|                                  |                          | Quarter Ended |           | Half Year Ended |  | Half Year Ended
|                                  |                          |               |           |                 |  |                
|                                  |                          | June 14,      |           | March 22,       |  | June 14,        |           | June 15,   
|                                  |                          | 2003          |           | 2003            |  | 2003            |           | 2002       
|                                  |                          |               |           |                 |  |                 |           |            
|                                  |                          | Successor     |           | Predecessor     |  | Combined        |           | Predecessor
|                                  |                          |               |           |                 |  |                 |           |            
|Revenues from external customers: |                          |               |           |                 |  |                 |           |             |  |   |           |           |  |   |           |          
|                                  | Fresh fruit              |               | $         | 830,737         |  |                 | $         | 725,115     |  |   | $         | 1,555,852 |  |   | $         | 1,389,002 | 
|                                  | Fresh vegetables         |               |           | 199,973         |  |                 |           | 176,865     |  |   |           | 376,838   |  |   |           | 420,666   | 
|                                  | Packaged foods           |               |           | 134,482         |  |                 |           | 116,712     |  |   |           | 251,194   |  |   |           | 257,934   | 
|                                  | Fresh-cut flowers        |               |           | 44,201          |  |                 |           | 48,506      |  |   |           | 92,707    |  |   |           | 98,651    | 
|                                  | Other operating segments |               |           | 7,429           |  |                 |           | 5,972       |  |   |           | 13,401    |  |   |           | 11,347    | 
|                                  |                          |               |           |                 |  |                 |           |             |  |   |           |           |  |   |           |          
|                                  |                          | $             | 1,216,822 |                 |  | $               | 1,073,170 |             |  | $ | 2,289,992 |           |  | $ | 2,177,600 |          
|                                  |                          |               |           |                 |  |                 |           |             |  |   |           |           |  |   |           |          

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|                                                                                         |                          |               |        |                 |   |                 |        |             |   |   |        |         |   |   |         |         |  
|---------------------------------------------------------------------------------------- | ------------------------ | ------------- | ------ | --------------- | - | --------------- | ------ | ----------- | - | - | ------ | ------- | - | - | ------- | ------- | -
|                                                                                         |                          |               |        |                 |   |                
|                                                                                         |                          | Quarter Ended |        | Half Year Ended |   | Half Year Ended
|                                                                                         |                          |               |        |                 |   |                
|                                                                                         |                          | June 14,      |        | March 22,       |   | June 14,        |        | June 15,   
|                                                                                         |                          | 2003          |        | 2003            |   | 2003            |        | 2002       
|                                                                                         |                          |               |        |                 |   |                 |        |            
|                                                                                         |                          | Successor     |        | Predecessor     |   | Combined        |        | Predecessor
|                                                                                         |                          |               |        |                 |   |                 |        |            
|EBIT:                                                                                    |                          |               |        |                 |   |                 |        |             |   |   |        |         |   |   |         |        
|                                                                                         | Fresh fruit              |               | $      | 80,956          |   |                 | $      | 70,174      |   |   | $      | 151,130 |   |   | $       | 145,664 |  
|                                                                                         | Fresh vegetables         |               |        | 18,360          |   |                 |        | 16,703      |   |   |        | 35,063  |   |   |         | 57,013  |  
|                                                                                         | Packaged foods           |               |        | (5,817          | ) |                 |        | 11,693      |   |   |        | 5,876   |   |   |         | 25,466  |  
|                                                                                         | Fresh-cut flowers        |               |        | (1,110          | ) |                 |        | 6,394       |   |   |        | 5,284   |   |   |         | 1,225   |  
|                                                                                         | Other operating segments |               |        | (245            | ) |                 |        | 65          |   |   |        | (180    | ) |   |         | 248     |  
|                                                                                         |                          |               |        |                 |   |                 |        |             |   |   |        |         |   |   |         |        
|                                                                                         | Total operating segments |               |        | 92,144          |   |                 |        | 105,029     |   |   |        | 197,173 |   |   |         | 229,616 |  
|                                                                                         | Corporate and other      |               |        | (32,640         | ) |                 |        | (11,494     | ) |   |        | (44,134 | ) |   |         | (24,610 | )
|Interest expense                                                                         |                          |               | 37,779 |                 |   |                 | 19,647 |             |   |   | 57,426 |         |   |   | 33,997  |        
|                                                                                         |                          |               |        |                 |   |                 |        |             |   |   |        |         |   |   |         |        
|Income before income taxes and cumulative effect
    of a change in accounting principle |                          | $             | 21,725 |                 |   | $               | 73,888 |             |   | $ | 95,613 |         |   | $ | 171,009 |        
|                                                                                         |                          |               |        |                 |   |                 |        |             |   |   |        |         |   |   |         |        

Fresh Fruit

Fresh fruit revenues in the quarter ended
June 14, 2003 increased 13% to $830.7 million from
$738.3 million in the quarter ended June 15, 2002. The
increase in fresh fruit revenues was primarily due to favorable
foreign currency exchange rates versus the U.S. dollar,
improved volumes and pricing of DOLE PREMIUM SELECT®
pineapples sold in North America and Europe and higher volumes
in the Companys Chilean deciduous and Asian citrus
businesses, partially offset by lower local pricing for bananas
in Asia. Fresh fruit revenues in the half year ended
June 14, 2003 increased 12% to $1.56 billion from
$1.39 billion in the half year ended June 15, 2002.
Revenues for the half year were impacted by favorable foreign
currency exchange rates versus the U.S. dollar, improved
volumes and pricing of DOLE PREMIUM SELECT® pineapples sold
in North America and Europe, improved volumes of DOLE PREMIUM
SELECT® pineapples in Asia, and higher volumes of bananas,
citrus and deciduous sold in Asia, partially offset by lower
local pricing of bananas in Asia.

Fresh fruit EBIT in the quarter ended
June 14, 2003 decreased to $81 million from
$98.9 million in the quarter ended June 15, 2002. EBIT
decreased primarily due to the impact of purchase accounting,
resulting in additional depreciation and amortization and
step-up of inventory of approximately $14.7 million, as
well as increased shipping costs, primarily due to higher fuel
prices, and pricing pressure in North America and Asia bananas.
The decrease in EBIT was partially offset by favorable foreign
currency exchange rates and increased pineapple earnings. Fresh
fruit EBIT in the half year ended June 14, 2003 increased
to $151.1 million from $145.7 million in the half year
ended June 15, 2002. The increase was due to favorable
exchange rates, higher pineapple sales and the absence in the
current year of a $4 million legal expense in the first
quarter of 2002 related to DBCP litigation. This was partially
offset by the impact of purchase accounting in the second
quarter of 2003 and lower earnings in Chile, due partly to
higher third party shipping costs.

Fresh Vegetables

Fresh vegetables revenues for the quarter ended
June 14, 2003 increased to $200 million from
$196.7 million in the quarter ended June 15, 2002. The
increase was due to higher volumes in the Companys North
American commodity and value-added businesses, combined with
favorable lettuce pricing, partially offset by the disposition
of all of the Companys interest in Pascual Hermanos, S.A.
(Pascual Hermanos) in the third quarter of 2002.
Fresh vegetables revenues for the half year ended June 14,
2003 decreased to $376.8 million from $420.7 million
in the half year ended June 15, 2002. The decrease in half
year revenues was mainly attributable to significantly lower
North American commodity vegetable prices in the first fiscal
quarter of 2003, and the sale of Pascual Hermanos. Higher prices
in 2002 were primarily due to an industry-wide lettuce shortage
in the first quarter of 2002. These decreases were partially
offset by higher commodity and value-

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added volumes. Pascual Hermanos revenues were
approximately $8.3 million and $24.5 million,
respectively, in the quarter and half year ended June 15,
2002.


Fresh vegetables EBIT for the quarter ended
June 14, 2003 increased to $18.4 million from
$13.3 million in the quarter ended June 15, 2002. The
increase in EBIT was primarily due to the same factors that
drove the increase in revenues, partially offset by the
$1.4 million impact of purchase accounting in the current
quarter. Fresh vegetables EBIT for the half year ended
June 14, 2003 decreased to $35.1 million from
$57 million in the half year ended June 15, 2002. The
decrease was primarily due to lower margins in the current year
caused by the lettuce shortage in the first quarter of 2002,
which led to significantly higher margins in the prior year, as
well as the sale of Pascual Hermanos, partially offset by higher
revenues in the second quarter. Pascual Hermanos EBIT was a loss
of $1.4 million and earnings of $4.8 million,
respectively, in the quarter and half year ended June 15,
2002.

Packaged Foods

Packaged foods revenues for the quarter ended
June 14, 2003 increased to $134.5 million from
$130 million in the quarter ended June 15, 2002. The
increase in revenues for the quarter was due to higher volumes
of canned pineapple products in North America, mainly due to the
timing of the Easter holiday (in 2002, Easter occurred in the
first quarter, whereas Easter occurred in the second quarter in
2003). The increase in revenues was partially offset by the
disposal of Saman S.A. (Saman) during the third
quarter of 2002. Packaged foods revenues for the half year ended
June 14, 2003 decreased to $251.2 million from
$257.9 million in the half year ended June 15, 2002.
The decrease in half year revenues was mainly attributable to
the disposal of Saman partially offset by higher volumes in the
Companys FRUIT BOWLS and FRUIT-N-GEL BOWLS products and
higher volumes of canned pineapple sold in North America. Saman
revenues were approximately $8.1 million and
$16.2 million, respectively, in the quarter and half year
ended June 15, 2002.

EBIT in the packaged foods segment for the
quarter ended June 14, 2003 decreased to a loss of
$5.8 million from earnings of $12.1 million in the
quarter ended June 15, 2002. EBIT for the quarter decreased
primarily due to the impact of purchase accounting, which
resulted in approximately $23 million of additional
depreciation and amortization and step-up of inventory partially
offset by higher revenues and the absence of losses from Saman,
which was sold in the prior year. Packaged foods EBIT for the
half year ended June 14, 2003 decreased to
$5.9 million from $25.5 million in the half year ended
June 15, 2002. The decrease is primarily due to the
$23 million impact of purchase accounting and the timing of
advertising costs offset by higher revenues and the absence of
losses from Saman. Saman EBIT was a loss of approximately
$1.1 million and $1.7 million, respectively, in the
quarter and half year ended June 15, 2002.

Fresh-Cut Flowers

Fresh-cut flowers revenues for the quarter ended
June 14, 2003 decreased to $44.2 million from
$45.9 million in the quarter ended June 15, 2002.
Revenues for the half year ended June 14, 2003 decreased to
$92.7 million from $98.7 million in the half year
ended June 15, 2002. The decrease in revenues for the
quarter and half year ended June 14, 2003, was primarily
due to lower pricing, primarily in the wholesale commodity
sector.

EBIT in the fresh-cut flowers segment for the
quarter ended June 14, 2003 improved to a loss of
$1.1 million from a loss of $1.9 million in the
quarter ended June 15, 2002. EBIT for the quarter benefited
from lower operating costs, primarily as a result of the closure
during 2002 of five production farms in Colombia and one in
Mexico, lower third party purchases and favorable foreign
currency exchange rates, primarily between the U.S. dollar
and the Colombian peso, resulting in lower U.S. dollar
equivalent product costs, partially offset by increased
depreciation and amortization of approximately $5.3 million
due to the impact of purchase accounting and lower revenues.
Fresh-cut flowers EBIT for the half year ended June 14,
2003 increased to $5.3 million from $1.2 million in
the half year ended June 15, 2002. The increase was
primarily due to the same factors impacting the quarter ended
June 14, 2003, as well as lower import duties resulting
from the Andean Trade Preference Act.

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Corporate and Other

Corporate and other EBIT decreased in the quarter
ended June 14, 2003 to a loss of $32.6 million from a
loss of $14.9 million in the quarter ended June 15,
2002. The decrease in EBIT in the quarter is primarily due to a
charge of $10.5 million incurred on the early retirement of
debt in the refinancing transaction, increased legal expenses
due to a litigation settlement of $7.9 million, additional
depreciation as a result of the sale-leaseback of an aircraft
and lower interest income due to lower average cash balances,
partially offset by a loss on the early extinguishment of debt
incurred in the second quarter of 2002 of $2.5 million.
Corporate and other EBIT for the half year ended June 14,
2003 decreased to a loss of $44.1 million from a loss of
$24.6 million in the half year ended June 15, 2002.
The decrease for the half year is primarily due to the same
factors that impacted EBIT for the quarter ended June 14,
2003.

Adoption of New Accounting Policies

In the quarters ended March 22, 2003 and
June 14, 2003, the Company adopted new accounting policies
in accordance with the provisions of the following recently
issued accounting pronouncements. With the exception of the
adoption of a new accounting policy for interests in
variable-interest entities acquired before February 1,
2003, these new accounting policies became effective
December 29, 2002, the first day of the Companys 2003
fiscal year:

Asset Retirement Obligations:In June 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 143 (FAS 143),
Accounting for Asset Retirement Obligations. This
standard provides accounting guidelines for the cost of legal
obligations associated with the retirement of long-lived assets.
FAS 143 requires that companies recognize the fair value of
a liability for asset retirement obligations in the period in
which the obligations are incurred and capitalize that amount as
part of the book value of the long-lived asset. The resulting
net cost is then depreciated over the remaining life of the
underlying long-lived asset. The adoption of FAS 143 did
not have a material impact on the Companys financial
condition or results of operations.

Restructuring Costs:In June 2002, the FASB issued
Statement of Financial Accounting Standards No. 146
(FAS 146), Accounting for Costs
Associated with Exit or Disposal Activities. FAS 146
addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3
(EITF 94-3), Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a
Restructuring). This statement requires that the fair
value of an initial liability for a cost associated with an exit
or disposal activity be recognized when the liability is
incurred as opposed to when the entity commits to an
exit plan, thereby eliminating the definition and
requirements for recognition of exit costs. The adoption
of FAS 146 did not have a material impact on the
Companys financial condition or results of operations.

Guarantees:In
November 2002, the FASB issued FASB Interpretation No. 45
(FIN 45), Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45
elaborates on the disclosures to be made by a guarantor about
its obligations under certain types of guarantees. FIN 45
also clarifies that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. FIN 45
specifically identifies obligations that are excluded from the
provisions related to recognizing a liability at inception;
however, these guarantees are subject to the disclosure
requirements of FIN 45. The recognition and measurement
provisions of FIN 45 are applicable on a prospective basis
to guarantees issued or modified after the beginning of the
fiscal year in which FIN 45 is adopted. The adoption of
FIN 45 did not have a material impact on the Companys
financial condition or results of operations.

Stock-Based Compensation:In December 2002, the FASB issued
Statement of Financial Accounting Standards No. 148
(FAS 148), Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment
of FASB Statement No. 123. FAS 148 amends
Statement of Financial Accounting Standards No. 123
(FAS 123), Accounting for Stock-Based
Compensation, to provide alternative methods of transition
for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. Beginning on
December 29, 2002, the Company elected to adopt the fair
value

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method of accounting for stock-based employee
compensation. Prior to December 29, 2002, the Company
applied the intrinsic value method of accounting for stock
options issued to employees. The Company has elected to apply
the prospective method of adoption outlined in FAS 148. The
prospective method applies the recognition provisions of
FAS 123 to all employee awards granted, modified or settled
after the beginning of the fiscal years in which the recognition
provisions are first applied. The adoption of the fair value
method of accounting for stock options issued to employees, on a
prospective basis, did not have a material impact on the
Companys financial condition or results of operations for
the quarter ended March 22, 2003. In connection with the
going-private merger transaction, the Company settled or
cancelled all outstanding stock options.


Special-Purpose Entities:In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. This
standard clarifies the application of Accounting Research
Bulletin No. 51, Consolidated Financial
Statements, and addresses consolidation by business
enterprises of variable interest entities (more commonly know as
Special-Purpose Entities or SPEs). FIN 46 requires existing
unconsolidated variable interest entities to be consolidated by
their primary beneficiaries if the entities do not effectively
disperse risk among the parties involved. This statement is
immediately effective for variable interest entities created or
in which an enterprise obtains an interest after
January 31, 2003. In connection with the going-private
merger transaction, effective March 23, 2003, the Company
elected to early adopt the provisions of FIN 46 applicable
to interests in variable interest entities acquired before
February 1, 2003. The adoption of FIN 46 resulted in the
Company consolidating the variable-interest entity that owns the
Companys corporate headquarters building. The
consolidation resulted in an increase in the Companys
long-term debt of approximately $54.9 million and an
increase in assets, primarily land and buildings, of
approximately $49.5 million. The difference of
approximately $5.4 million was allocated to goodwill in
purchase accounting. In addition, for the quarter ended
June 14, 2003, the consolidation of the variable interest
entity resulted in an increase in interest expense of
approximately $0.6 million, with a corresponding decrease
in rent expense, and additional depreciation expense of
approximately $0.4 million.

The adoption of the above-mentioned accounting
policies have had no impact on the Companys critical
accounting policies and estimates as disclosed in the
Companys Annual Report on Form 10-K for the year
ended December 28, 2002.

In addition to the adoption of the new accounting
policies described above, the Company will adopt the following
new accounting pronouncements in the third fiscal quarter of
2003.

Derivative Instruments and Hedging Activities:In April 2003, the FASB issued FASB
Statement of Financial Accounting Standards No. 149
(FAS 149), Amendments of Statement 133 on
Derivative Instruments and Hedging Activities.
FAS 149 amends and clarifies financial accounting and
reporting for derivative instruments, including certain
instruments embedded in other contracts and for hedging
activities under FASB Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities. This
statement requires that contracts with comparable
characteristics be accounted for similarly. In particular, this
statement clarifies under what circumstances a contract with an
initial net investment meets the characteristic of a derivative,
clarifies when a derivative contains a financing component,
amends the definition of an underlying hedged risk to conform to
language used in FIN 45 and amends certain other existing
pronouncements. This statement, the provisions of which are to
be applied prospectively, is effective for contracts entered
into or modified after June 30, 2003. The Company does not
expect the adoption of FAS 149 to have a material impact on
the Companys financial condition or results of operations.

Financial Instruments:In May 2003, the FASB issued FASB
Statement of Financial Accounting Standards No. 150
(FAS 150), Accounting for Certain
Financial Instruments with Characteristics of both Liabilities
and Equity. FAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. The
requirements of this statement apply to issuers
classification and measurement of freestanding financial
instruments, including those that comprise more than one option
or forward contract. This statement does not apply to features
that are embedded in a financial instrument that is not a
derivative in its entirety. This statement also addresses
questions about the classification of certain financial
instruments that embody obligations to issue equity shares. The
provisions of this statement are effective for financial
instruments entered into or modified after May 31, 2003,
and will

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otherwise be effective for the Company on
June 15, 2003, the beginning of the Companys next
fiscal quarter. The Company does not expect the adoption of
FAS 150 to have a material impact on the Companys
financial condition or results of operations.


Liquidity and Capital Resources

Cash flows provided by operating activities
increased to $142.2 million in the combined half year ended
June 14, 2003 from $70.8 million in the half year
ended June 15, 2002. The increase of approximately
$71.4 million was primarily a result of an income tax
payment of approximately $67 million made in the first half
of 2002 related to the gain on the disposition of the
Companys Honduran beverage business in 2001. In addition,
in the half year ended June 14, 2003, inventory levels
decreased compared to prior year as there was a build-up of
FRUIT BOWLS and FRUIT-N-GEL BOWLS inventory in 2002 to support
higher sales volumes. This was partially offset by an increase
in receivables of $12.6 million primarily due to increased
revenues in the quarter ended June 14, 2003.

Cash flows used in investing activities increased
to $1.54 billion in the combined half year ended
June 14, 2003 from $136.8 million in the half year
ended June 15, 2002. The increase is primarily a result of
cash used to consummate the going-private merger transaction of
approximately $1.52 billion, including $88.1 million
of transaction expenses, partially offset by lower capital
expenditures and higher proceeds from the sale of assets,
including $28.9 million from the sale-leaseback of an
aircraft.

Cash flows from financing activities increased to
$840.6 million in the combined half year ended
June 14, 2003 from $314.2 million in the half year
ended June 15, 2002. The increase is primarily due to the
issuance of additional debt, net of repayments, of
$860.8 million and an equity contribution of
$125 million to finance the going-private merger
transaction, partially offset by debt issuance costs of
$58.1 million and additional debt repayments in the quarter
ended June 14, 2003 of $77.2 million.

The Company uses net debt (total debt less cash)
as a supplementary measure of leverage. Net debt is not defined
under GAAP and should not be considered in isolation as an
indicator of leverage. Additionally, the Companys
calculation of net debt may not be comparable to other similarly
titled measures computed by other companies. During the first
half of 2003, net debt (derived by subtracting cash of
$96 million from total debt of $1.960 billion)
increased by approximately $1.386 billion to
$1.864 billion. The increase during the first half of 2003
was primarily due to the use of cash on hand of approximately
$636 million and new debt issued of approximately
$1.81 billion in connection with the going-private merger
and refinancing transactions, as well as the consolidation of
approximately $54.9 million in debt under the
Companys corporate headquarters financing facility
arrangement as a result of the adoption of FIN 46. This
increase was partially offset by the repayment of approximately
$949.4 million of pre-existing and new debt, also in
connection with the going-private merger and refinancing
transactions and positive cash flows from operations. Refer to
the discussion of the going-private merger transaction for
further details of debt issued and repaid in the going-private
merger and refinancing transactions. The Companys net debt
to net debt and equity percentage increased to 81% at
June 14, 2003 from 39% at the end of 2002.

As of June 14, 2003, the Company had
outstanding balances under its new senior secured credit
facilities of approximately $457.8 million, consisting of
$417.8 million of term loans and $40 million
outstanding under revolving credit facilities. At June 14,
2003, the Company had approximately $221.3 million
available under the $300 million revolving credit portion
of the senior secured credit facilities. Provisions under the
senior secured credit facilities and the indentures to the
Companys senior notes and debentures require the Company
to comply with certain financial covenants. These covenants
include financial performance measures, such as minimum required
interest coverage ratios, minimum fixed charge coverage ratios,
minimum quarterly earnings and maximum permitted leverage
ratios, as well as limitations on, among other things,
indebtedness, capital expenditures, investments, loans to
subsidiaries, employees and third parties, the issuance of
guarantees and the payment of dividends. At June 14, 2003,
the Company was in compliance with all applicable covenants.

In connection with the consummation of the
going-private merger transaction the Companys
$400 million, 5-year credit facility, was cancelled.

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The Company believes that its existing cash
balances, cash flow from operations and available borrowings
under the revolving credit portion of the new senior secured
credit facility will enable it to meet its working capital,
capital expenditure, revolving and term debt maturity and other
funding requirements.

Factors impacting the Companys cash flow
from operations include such items as commodity prices, interest
rates and foreign currency exchange rates, among other things,
as set forth in the Companys Form 10-K for the fiscal
year ended December 28, 2002 and in subsequent SEC filings,
and as set forth in Item 3 below.

The Company distributes its products in more than
90 countries throughout the world. Some of the Companys
costs are incurred in currencies different from those received
from the sale of products. Its international sales are mainly
transacted in U.S. dollars, and euro, Swedish krona and
Japanese yen currencies. Since the Company transacts business
throughout the world, it is subject to risks associated with
fluctuations in foreign currency exchange rates, primarily the
euro, the Swedish krona and the Japanese yen. During the first
half of 2003, these three currencies strengthened against the
U.S. dollar, resulting in higher revenues for the quarter
and half year ended June 14, 2003. The ultimate impact of
future changes to these and other currency exchange rates in
2003 is not determinable at this time.

Supplemental Financial Information

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

|                                                                    |  |           |           |              |  |   |           | 
|------------------------------------------------------------------- |  | --------- | --------- | ------------ |  | - | --------- | 
|                                                                    |  | June 14,  |           | December 28,
|                                                                    |  | 2003      |           | 2002        
|                                                                    |  |           |           |             
|                                                                    |  | Successor |           | Predecessor 
|                                                                    |  |           |           |             
|Balance Sheet Data:                                                 |  |           |           |              |  |   |           | 
|Total working capital (current assets less
    current liabilities) |  | $         | 448,361   |              |  | $ | 715,455   | 
|Total assets                                                        |  | $         | 4,050,788 |              |  | $ | 3,036,852 | 
|Total debt                                                          |  | $         | 1,960,041 |              |  | $ | 1,124,894 | 
|Total shareholders equity                                          |  | $         | 435,510   |              |  | $ | 745,111   | 

|                              |  |               |        |             |  |   |         |  
|----------------------------- |  | ------------- | ------ | ----------- |  | - | ------- | -
|                              |  |              
|                              |  | Quarter Ended
|                              |  |              
|                              |  | June 14,      |        | June 15,   
|                              |  | 2003          |        | 2002       
|                              |  |               |        |            
|                              |  | Successor     |        | Predecessor
|                              |  |               |        |            
|Other Financial Data:         |  |               |        |             |  |   |         |  
|Net income                    |  | $             | 17,901 |             |  | $ | 66,848  |  
|Interest expense              |  |               | 37,779 |             |  |   | 19,466  |  
|Income taxes                  |  |               | 3,824  |             |  |   | 21,397  |  
|Depreciation and amortization |  |               | 33,477 |             |  |   | 25,773  |  
|                              |  |               |        |             |  |   |         |  
|EBITDA                        |  | $             | 92,981 |             |  | $ | 133,484 |  
|EBITDA margin                 |  |               | 7.6    | %           |  |   | 11.9    | %
|Capital expenditures          |  | $             | 46,364 |             |  | $ | 139,377 |  

40



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##### Table of Contents



|                              |  |               |        |                 |  |                 |         |             |  |   |         |   |  |   |         |  
|----------------------------- |  | ------------- | ------ | --------------- |  | --------------- | ------- | ----------- |  | - | ------- | - |  | - | ------- | -
|                              |  |               |        |                 |  |                
|                              |  | Quarter Ended |        | Half Year Ended |  | Half Year Ended
|                              |  |               |        |                 |  |                
|                              |  | June 14,      |        | March 22,       |  | June 14,        |         | June 15,   
|                              |  | 2003          |        | 2003            |  | 2003            |         | 2002       
|                              |  |               |        |                 |  |                 |         |            
|                              |  | Successor     |        | Predecessor     |  | Combined        |         | Predecessor
|(in thousands)                |  |               |        |                 |  |                 |         |            
|Other Financial Data:         |  |               |        |                 |  |                 |         |             |  |   |         |   |  |   |         |  
|Net income                    |  | $             | 17,901 |                 |  | $               | 60,788  |             |  | $ | 78,689  |   |  | $ | 3,209   |  
|Interest expense              |  |               | 37,779 |                 |  |                 | 19,647  |             |  |   | 57,426  |   |  |   | 33,997  |  
|Income taxes                  |  |               | 3,824  |                 |  |                 | 13,100  |             |  |   | 16,924  |   |  |   | 47,883  |  
|Depreciation and amortization |  |               | 33,477 |                 |  |                 | 25,295  |             |  |   | 58,772  |   |  |   | 47,683  |  
|                              |  |               |        |                 |  |                 |         |             |  |   |         |   |  |   |         |  
|EBITDA                        |  | $             | 92,981 |                 |  | $               | 118,830 |             |  | $ | 211,811 |   |  | $ | 132,772 |  
|EBITDA margin                 |  |               | 7.6    | %               |  |                 | 11.1    | %           |  |   | 9.2     | % |  |   | 6.1     | %
|Capital expenditures          |  | $             | 46,364 |                 |  | $               | 3,827   |             |  | $ | 50,191  |   |  | $ | 156,014 |  

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

EBITDA is reconciled to the Condensed
Consolidated Statements of Operations as follows (in thousands):

|                              |  |               |         |             |  |   |         |  
|----------------------------- |  | ------------- | ------- | ----------- |  | - | ------- | -
|                              |  |              
|                              |  | Quarter Ended
|                              |  |              
|                              |  | June 14,      |         | June 15,   
|                              |  | 2003          |         | 2002       
|                              |  |               |         |            
|                              |  |               |         |            
|                              |  | Successor     |         | Predecessor
|                              |  |               |         |            
|EBITDA                        |  | $             | 92,981  |             |  | $ | 133,484 |  
|Depreciation and amortization |  |               | (33,477 | )           |  |   | (25,773 | )
|Interest expense              |  |               | (37,779 | )           |  |   | (19,466 | )
|                              |  |               |         |             |  |   |         |  
|Income before income taxes    |  | $             | 21,725  |             |  | $ | 88,245  |  

|                                                                                         |  |               |         |                 |  |                 |         |             |  |   |         |   |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------- | ------- | --------------- |  | --------------- | ------- | ----------- |  | - | ------- | - |  | - | ------- | -
|                                                                                         |  |               |         |                 |  |                
|                                                                                         |  | Quarter Ended |         | Half Year Ended |  | Half Year Ended
|                                                                                         |  |               |         |                 |  |                
|                                                                                         |  | June 14,      |         | March 22,       |  | June 14,        |         | June 15,   
|                                                                                         |  | 2003          |         | 2003            |  | 2003            |         | 2002       
|                                                                                         |  |               |         |                 |  |                 |         |            
|                                                                                         |  | Successor     |         | Predecessor     |  | Combined        |         | Predecessor
|                                                                                         |  |               |         |                 |  |                 |         |            
|EBITDA                                                                                   |  | $             | 92,981  |                 |  | $               | 118,830 |             |  | $ | 211,811 |   |  | $ | 132,772 |  
|Depreciation and amortization                                                            |  |               | (33,477 | )               |  |                 | (25,295 | )           |  |   | (58,772 | ) |  |   | (47,683 | )
|Interest expense                                                                         |  |               | (37,779 | )               |  |                 | (19,647 | )           |  |   | (57,426 | ) |  |   | (33,997 | )
|Cumulative effect of a change in accounting
    principle                                |  |               |        |                 |  |                 |        |             |  |   |        |   |  |   | 119,917 |  
|                                                                                         |  |               |         |                 |  |                 |         |             |  |   |         |   |  |   |         |  
|Income before income taxes and cumulative effect
    of a change in accounting principle |  | $             | 21,725  |                 |  | $               | 73,888  |             |  | $ | 95,613  |   |  | $ | 171,009 |  

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

41



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As noted in the Results of Operations
discussion, the push-down of purchase accounting to the Company
and the substantial increase in debt as a result of the
going-private merger and refinancing transactions, have had a
significant impact on the Companys results of operations
in the quarter and combined half year ended June 14, 2003
in comparison to the Predecessor results for the quarter and
half year ended June 15, 2002. Included in the
Companys results of operations for the quarter and
combined half year ended June 14, 2003 is approximately
$5.8 million of purchase accounting related depreciation
and amortization, $38.6 million of purchase accounting
step-up of inventory (for a total of $44.4 million), and
$22.0 million of going-private related expenses. EBITDA, if
adjusted for the step-up of inventory and expenses of the
going-private merger and refinancing transactions would increase
to approximately $153.6 million and $272.4 million for
the quarter and combined half year ended June 14, 2003,
respectively. EBITDA margin, if adjusted for these items, would
increase to approximately 12.6% and 11.9% for the quarter and
combined half year ended June 14, 2003.

Other Matters

Financial Instruments:The Companys foreign currency
exchange forward contracts are denominated in Japanese yen and
euro and are designated as hedges under Statement of Financial
Accounting Standards No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging
Activities. At June 14, 2003, the outstanding
notional amount of the Companys euro and Japanese yen
foreign currency exchange forwards totaled $163.3 million.

During the quarter ended June 14, 2003, the
Company entered into short-term fuel hedges to partially
mitigate the Companys exposure to significant bunker fuel
fluctuations. These contracts have been designated as hedges
under FAS 133. At June 14, 2003, the outstanding
notional amount of the Companys fuel hedges was
approximately $1.7 million.

This filing contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve a number of risks and
uncertainties. Forward looking statements, which are based on
managements current expectations, are generally
identifiable by the use of terms such as may,
anticipate, will, expect,
believe, or similar expressions. The potential risks
and uncertainties that could cause the Companys actual
results to differ materially from those expressed or implied
herein include weather-related phenomena; market responses to
industry volume pressures; product and raw materials supplies
and pricing; electrical power supply and pricing; changes in
interest and currency exchange rates; economic crises and
security risks in developing countries; quotas, tariffs and
other governmental actions and international conflicts.

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##### Table of Contents






ITEM
3.     QUANTITATIVE AND
QUALITATIVE

DISCLOSURES ABOUT MARKET RISK


In the quarter and half year ended June 14,
2003, except for the impact of the going-private merger and
refinancing transactions discussed below, no material changes
have occurred in the market risk disclosure presented in the
Companys Annual Report on Form 10-K for the year
ended December 28, 2002.

On March 28, 2003, the Company completed the
going-private merger transaction described in Note 3 to the
Condensed Consolidated Financial Statements. As a result, the
Company issued additional debt in the form of senior debt
securities and variable-rate term loans and revolving credit
facilities, called for the redemption of its 7% Notes due 2003,
redeemed its 6.375% Senior Notes due 2005 and modified the
terms, including the interest rates, of its Senior Notes due
2009 and Debentures due 2013. In addition, the Company purchased
shipping containers that were previously under both capital and
operating leases. The purchase eliminated the Companys
obligations under these variable-rate capital and variable-rate
operating leases. In connection with the going-private merger
transaction, the Company entered into a sale-leaseback of an
aircraft and modified the interest rate on its corporate
headquarters financing facility. On May 29, 2003, the
Company completed the refinancing transaction pursuant to which,
the Company issued $400 million aggregate principal amount
of 7.25% Senior Notes due 2010 and prepaid $400 million of
the term loans under the senior secured credit facility.

The new debt, debt modifications and partial
repayment of senior notes, term loans and lease obligations
substantially change the Companys exposure to interest
rate fluctuations that occur after March 28, 2003. After
giving effect to the above-mentioned changes, the Company
estimates that a 100 basis point change in the LIBOR rate
would impact its annual pretax income by approximately
$6 million. The Company estimates that a 100 basis
point change in prevailing interest rates would impact the fair
value of its fixed-rate debt by approximately $70 million.

At June 14, 2003, the Company had
$1.44 billion of fixed-rate arrangements, including
$0.6 million of short-term notes, with a weighted-average
interest rate of 8.36% and $603 million of variable-rate
arrangements, including $8 million of short-term notes and
$82 million principal under variable-rate operating leases,
with a weighted-average interest rate of 4.32%.




ITEM 4.     CONTROLS
AND PROCEDURES

Dole management, including the Chairman and Chief
Executive Officer and the Senior Vice President and Chief
Financial Officer, have evaluated the effectiveness of
Doles disclosure controls and procedures pursuant to
Rule 13a-14(c) under the Securities Act of 1934, as
amended, as of a date within 90 days prior to the date this
quarterly report was filed. Based on this evaluation, the
Chairman and Chief Executive Officer and the Senior Vice
President and Chief Financial Officer have concluded that
Doles disclosure controls and procedures are effective for
the purpose of ensuring that material information required to be
included in the quarterly report is made known to them on a
timely basis. There have been no significant changes in the
Companys internal controls, or in factors that could
significantly affect internal controls subsequent to the date of
completion of this evaluation.




PART II.

OTHER INFORMATION


DOLE FOOD COMPANY, INC.







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

The Company is involved from time to time in
claims and legal actions incidental to its operations, both as
plaintiff and defendant. The Company has established what
management currently believes to be adequate reserves for
pending legal matters. These reserves are established as part of
an ongoing worldwide assessment of claims and legal actions that
takes into consideration such items as changes in the pending
case load (including resolved and new matters), opinions of
legal counsel, individual developments in court proceedings,

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changes in the law, changes in business focus,
changes in the litigation environment, changes in opponent
strategy and tactics, new developments as a result of ongoing
discovery, and past experience in defending and settling similar
claims. In the opinion of management, after consultation with
outside counsel, the claims or actions to which the Company is a
party are not expected to have a material adverse effect,
individually or in the aggregate, on the Companys
financial condition or results of operations.


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

Currently there are 795 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Eleven of these lawsuits are currently pending in
various jurisdictions in the United States, with the remainder
pending in Latin America and the Philippines. In the United
States, plaintiffs recently moved to re-open and remand to state
court two previously dismissed cases pursuant to the United
States Supreme Courts decision in Dole Food Company, Inc.
v. Patrickson. Plaintiffs have also moved to remand five other
cases currently pending before the United States district courts
in Texas and Louisiana as a result of the Patrickson decision.
Claimed damages total approximately $20.7 billion, with the
lawsuits in Nicaragua representing approximately 80% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. To date, none of these lawsuits has
resulted in a verdict or judgment against the Company. However,
as described below, a judgment has been rendered in a DBCP case
in Nicaragua.

In Nicaragua, the Company has been served in 46
of 313 pending cases, with the majority of the lawsuits
brought pursuant to Law 364, an October 2000 Nicaraguan
statute that contains substantive and procedural provisions that
Nicaraguas Attorney General formally opined are
unconstitutional. Nine of the 46 cases served were
consolidated into one case before a civil trial court in
Managua, with the plaintiffs naming an entity denominated as
Dole Food Corporation Inc. as a defendant. The
Company is aware of no legal entity bearing that name, and the
Company is certain that no such legal entity is related to the
Company. As a result, the Company responded in these nine
consolidated cases on behalf of Dole Fresh Fruit Company, a
subsidiary of the Company, which has been named as a defendant
in other pending DBCP matters, including matters brought by
Nicaraguan citizens. The Company paid a $100,000 non-refundable
deposit to the Nicaraguan court, as required under Law 364,
to participate in the litigation. On October 25, 2002, the
civil trial court in Managua issued a ruling that Dole Fresh
Fruit Company was not a party to the nine consolidated cases.
Thereafter, counsel for Dole Fresh Fruit Company notified the
court that no legal entity known as Dole Food Corporation
Inc. exists and sought to appear on behalf of Dole Food
Company, Inc. and to ratify all prior pleadings of Dole Fresh
Fruit Company. On November 25, 2002, the civil trial court
issued a ruling that Dole Food Company, Inc. is not a defendant
in the nine consolidated cases.

On December 13, 2002, the Nicaraguan civil
trial court entered a judgment in the aggregate amount of
$489.4 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical
Company, Standard Fruit and Vegetable Company and Dole
Food Corporation Inc. in the nine consolidated actions.
Because the civil trial court had held that the Company is not a
defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and
Vegetable Company is a Texas corporation that is wholly
unrelated to the Company. On May 14, 2003, an action was

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filed in Los Angeles County Superior Court
against The Dow Chemical Company, Shell Chemical Company, and
Dole Food Company, Inc. to enforce the Nicaraguan judgment. On
July 18, 2003, the Company filed a motion to dismiss the
enforcement action on the grounds that Dole Food Company, Inc.
was not a party to the judgment. On July 17, 2003, Dow and
Shell filed a motion to remove the enforcement action to the
United States District Court for the Central District of
California. The Company consented to that removal.


The Company believes that the Nicaraguan civil
trial courts judgment will not be enforceable against any
Dole entity in the U.S. or in any other country, because no Dole
entity has been named in the judgment and Nicaraguas
Law 364 is unconstitutional and violates international due
process. Among other things, Law 364 is an improper
special law directed at particular parties, it
requires defendants to pay large, non-refundable deposits in
order to participate in the litigation, it provides a severely
truncated procedural process, it establishes irrebutable
presumptions of causation that are contrary to the evidence and
scientific data, and it sets unreasonable minimum damages that
must be awarded. In addition, although the Company sought to
participate in the case, the Nicaraguan civil trial court ruled
that the Company would not be heard and that the Companys
legal motions and papers would not be considered. Finally, as
previously noted, the civil trial court ruled that neither Dole
Food Company, Inc. nor Dole Fresh Fruit Company is a defendant
in the case. For these reasons, the Company does not believe a
U.S. court or that of any other nation would enforce this
judgment.

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






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




(a) Exhibits:

|        |       |  |  |                                                                                                                                  
|------- | ----- |  |  | ---------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 99.1* |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                 
|        | 99.2* |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.
|        | 99.3 |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                 
|        | 99.4 |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.



---



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



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






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



| |                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 28, 2003, Dole Food Company, Inc.
    filed a Current Report on Form 8-K reporting the issuance
    of a press release announcing the closing of the Companys
    going-private merger transaction. The Form 8-K also
    included Certifications of the Companys officers pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.
|
| | On April 7, 2003, Dole Food Company, Inc.
    filed a Current Report on Form 8-K reporting an amendment
    to the terms of the Companys Debentures.                                                                                                                                                                                                                                                  

45



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##### Table of Contents






SIGNATURES

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

|              |  |                                       
|------------- |  | --------------------------------------
|July 29, 2003 |  | DOLE FOOD COMPANY, INC.
    REGISTRANT



| |     |                    
| | --- | -------------------
| | By: | /s/ RICHARD J. DAHL

| |                          
| | -------------------------
| |                          
| | Richard J. Dahl          
| | Senior Vice President and
| | Chief Financial Officer  



| |     |                 
| | --- | ----------------
| | By: | /s/ YOON J. HUGH

| |                               
| | ------------------------------
| |                               
| | Yoon J. Hugh                  
| | Vice President, Controller and
| | Chief Accounting Officer      
| | (Principal Accounting Officer)

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##### Table of Contents



EXHIBIT INDEX

|        |       |  |  |                                                                                                                                  
|------- | ----- |  |  | ---------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 99.1* |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                 
|        | 99.2* |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.
|        | 99.3 |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                 
|        | 99.4 |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.



---



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



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

47