##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    October 4, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-4455
      Dole Food Company,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(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
  þ o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

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

Shares Outstanding at November 13, 2008Common Stock, $0.001 Par Value

1,000




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##### 





DOLE FOOD
    COMPANY, INC.
  INDEX
   
 PageNumberPART I


Financial InformationItem 1.


Financial Statements (unaudited)Condensed Consolidated Statements of
    Operations  Quarters and Three Quarters Ended
    October 4, 2008 and October 6, 2007


3Condensed Consolidated Balance Sheets 
    October 4, 2008 and December 29, 2007


4Condensed Consolidated Statements of Cash
    Flows  Three Quarters Ended October 4, 2008 and
    October 6, 2007


5Notes to Condensed Consolidated Financial
    Statements


7Item 2.


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


35Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


46Item 4.


Controls and Procedures


46PART II


Other InformationItem 1.


Legal Proceedings


47Item 6.


Exhibits


47Signatures


48Exhibit Index


49Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


50Certification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act


51Certification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


52Certification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act


53   2




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##### Table of Contents



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


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


2007(In thousands)Revenues, net

$
2,256,334


$
1,985,179


$
5,979,622


$
5,237,887Cost of products sold


(2,073,790
)


(1,823,748
)


(5,382,539
)


(4,749,767
)Gross margin


182,544



161,431



597,083



488,120Selling, marketing and general and administrative expenses


(147,991
)


(141,174
)


(387,506
)


(359,362
)Operating income


34,553



20,257



209,577



128,758Other income (expense), net (Note 4)


10,941



(10,575
)


5,883



4,762Interest income


2,087



2,220



4,965



5,729Interest expense


(52,616
)


(61,519
)


(137,358
)


(150,443
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(5,035
)


(49,617
)


83,067



(11,194
)Income taxes


(75
)


(5,648
)


60,125



(1,076
)Minority interests, net of income taxes


(531
)


(827
)


(1,857
)


(1,988
)Equity in earnings of unconsolidated subsidiaries


2,768



(451
)


6,104



1,128Income (loss) from continuing operations


(2,873
)


(56,543
)


147,439



(13,130
)Loss from discontinued operations, net of income taxes


(21,760
)


(6,784
)


(20,263
)


(11,357
)Gain on disposal of discontinued operations, net of income taxes


3,315







3,315



Net income (loss)

$
(21,318
)

$
(63,327
)

$
130,491


$
(24,487
)    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
 (Unaudited)
  October 4,


December 29,2008


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

$
70,756


$
97,061Receivables, net of allowances of $46,089 and $61,720,
    respectively


836,561



839,153Inventories


811,374



750,675Prepaid expenses


74,485



71,296Deferred income tax assets


23,071



12,085Assets held-for-sale


222,324



76,244Total current assets


2,038,571



1,846,514Investments


71,809



69,336Property, plant and equipment, net of accumulated depreciation
    of $1,011,238 and $980,390, respectively


1,127,537



1,340,139Goodwill


409,694



509,518Intangible assets, net


709,340



721,790Other assets, net


133,126



155,587Total assets

$
4,490,077


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

$
455,601


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


71,134



Accrued liabilities


518,474



514,584Current portion of long-term debt


357,653



14,171Notes payable


54,101



81,018Total current liabilities


1,456,963



1,152,732Long-term debt


1,919,675



2,316,208Deferred income tax liabilities


253,631



277,824Other long-term liabilities


400,593



541,234Minority interests


29,880



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






Additional paid-in capital


409,307



409,907Retained earnings (deficit)


45,608



(84,883
)Accumulated other comprehensive loss


(25,580
)


(16
)Total shareholders equity


429,335



325,008Total liabilities and shareholders equity

$
4,490,077


$
4,642,884    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  Three Quarters EndedOctober 4,


October 6,2008


2007(In thousands)Operating ActivitiesNet income (loss)

$
130,491


$
(24,487
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


107,811



119,302Net unrealized (gains) losses on financial instruments


(12,295
)


4,767Asset write-offs and net (gain) loss on sale of assets


(38,426
)


6,524Impairment of discontinued operations


17,000



Minority interests and equity earnings, net


7,902



1,678Amortization of debt issuance costs


3,155



3,158Provision for deferred income taxes


(50,860
)


(40,410
)Unrecognized tax benefits on federal income tax audit settlement
    (Note 6)


(60,906
)


Pension and other postretirement benefit plan expense


15,166



13,427Other


(332
)


691Changes in operating assets and liabilities:Receivables


(49,286
)


(48,618
)Inventories


(73,716
)


(60,083
)Prepaid expenses and other assets


(13,331
)


(9,085
)Accounts payable


(13,631
)


60,912Accrued liabilities


925



(3,024
)Other long-term liabilities


3,030



12,068Cash flow provided by (used in) operating activities


(27,303
)


36,820Investing ActivitiesProceeds from sales of assets


153,811



35,878Capital additions


(58,927
)


(76,339
)Repurchase of common stock in going-private merger transaction


(245
)


(1,352
)Cash flow provided by (used in) investing activities


94,639



(41,813
)Financing ActivitiesShort-term debt borrowings


85,983



82,726Short-term debt repayments


(120,269
)


(81,253
)Long-term debt borrowings, net of debt issuance costs


1,061,049



898,330Long-term debt repayments


(1,103,147
)


(897,277
)Dividends paid to minority shareholders


(13,314
)


(9,696
)Cash flow used in financing activities


(89,698
)


(7,170
)Effect of foreign currency exchange rate changes on cash


(3,943
)


3,396Decrease in cash and cash equivalents


(26,305
)


(8,767
)Cash and cash equivalents at beginning of period


97,061



92,414Cash and cash equivalents at end of period

$
70,756


$
83,647  5




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##### Table of Contents



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




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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




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##### Table of Contents



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




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##### Table of Contents



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


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


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

$
(6,764
)

$
(11,011
)

$
(20,117
)

$
(2,433
)Realized gain on the cross currency swap


2,869



3,250



8,488



9,699Gains (losses) on foreign denominated borrowings


14,705



(3,007
)


16,779



(3,239
)Other


131



193



733



735Other income (expense), net

$
10,941


$
(10,575
)

$
5,883


$
4,762    9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 5 
    DISCONTINUED
    OPERATIONS  Accounting
    for the Impairment or Disposal of Long-Lived Assets
  Quarter Ended


Quarter EndedOctober 4, 2008


October 6, 2007Fresh-Cut








Fresh-CutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
23,804


$
399


$
24,203


$
23,919


$
7,837


$
31,756Income (loss) before income taxes

$
(24,892
)

$
(478
)

$
(25,370
)

$
(9,518
)

$
2,387


$
(7,131
)Income taxes


3,855



(245
)


3,610



1,325



(978
)


347Income (loss) from discontinued operations, net of income taxes

$
(21,037
)

$
(723
)

$
(21,760
)

$
(8,193
)

$
1,409


$
(6,784
)Gain on disposal of discontinued operations, net of income taxes
    of $4.3 million

$



$
3,315


$
3,315


$



$



$
   Three Quarters Ended


Three Quarters EndedOctober 4, 2008


October 6, 2007Fresh-Cut








Fresh-CutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
86,683


$
5,419


$
92,102


$
88,804


$
13,077


$
101,881Income (loss) before income taxes

$
(33,929
)

$
(729
)

$
(34,658
)

$
(15,247
)

$
1,518


$
(13,729
)Income taxes


14,546



(151
)


14,395



2,994



(622
)


2,372Income (loss) from discontinued operations, net of income taxes

$
(19,383
)

$
(880
)

$
(20,263
)

$
(12,253
)

$
896


$
(11,357
)Gain on disposal of discontinued operations, net of income taxes
    of $4.3 million

$



$
3,315


$
3,315


$



$



$
    10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 6 
    INCOME
    TAXES    Three QuartersEndedOctober 4,2008(In thousands)Expense computed at U.S. federal statutory income tax rate of 35%

$
29,074Foreign income taxed at different rates


(44,887
)State and local income tax, net of federal income taxes


(1,139
)Valuation allowances


5,264Favorable settlement of federal income tax audit for the years
    1995-2001


(60,906
)Increase in FIN 48 liabilities for unrecognized tax
    benefits and other


9,933Permanent items and interest*


2,536$
(60,125
)     *
    
    Permanent items and interest include interest expense of
    $4.5 million (net of associated income tax benefit of
    approximately $1.1 million) related to the Companys
    unrecognized tax benefits.      Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
   11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  1995-2001.
  1995-2001.
  non-U.S. income
  Income Tax Audits:
  1995  2001 Federal Income Tax
    Audit:
  2002  2005 Federal Income Tax
    Audit: 2002-2005
  NOTE 7 
    INVENTORIES    October 4,


December 29,2008


2007(In thousands)Finished products

$
392,104


$
355,502Raw materials and work in progress


175,715



155,166Crop-growing costs


164,192



172,980Operating supplies and other


79,363



67,027$
811,374


$
750,675  12




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##### Table of Contents



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


PackagedFresh Fruit


Vegetables


Foods


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

$
359,072


$
86,675


$
63,771


$
509,518Tax-related adjustments


(56,809
)


(14,842
)


(3,032
)


(74,683
)Transfer to assets held-for-sale


(24,751
)










(24,751
)Other


(390
)










(390
)Balance as of October 4, 2008

$
277,122


$
71,833


$
60,739


$
409,694       October 4,


December 29,2008


2007(In thousands)Amortized intangible assets:Customer relationships

$
38,501


$
48,906Other amortized intangible assets


5,700



5,85144,201



54,757Accumulated amortization  customer relationships


(19,399
)


(17,483
)Other accumulated amortization


(5,077
)


(5,099
)Accumulated amortization  intangible assets


(24,476
)


(22,582
)Intangible assets, net


19,725



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


689,615



689,615Total identifiable intangible assets, net

$
709,340


$
721,790       Fiscal Year

Amount2008

$
8482009

$
3,6772010

$
3,6772011

$
3,6772012

$
3,677  13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Goodwill and
    Other Intangible Assets
  NOTE 9 
    NOTES PAYABLE
    AND LONG-TERM DEBT    October 4,


December 29,2008


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

$
345,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facility


190,000



176,400Term loan facilities


913,436



960,375Contracts and notes, at a weighted-average interest rate of 8.6%
    in 2008 (8.4% in 2007) through 2014


2,494



3,255Capital lease obligations


71,774



85,959Unamortized debt discount


(376
)


(610
)Notes payable


54,101



81,0182,331,429



2,411,397Current maturities


(411,754
)


(95,189
)$
1,919,675


$
2,316,208   Debt
    Issuance Costs
    Debt
    Repayment
    Term
    Loans and Revolving Credit Facility
   14




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Covenants
    NOTE 10 
    SHAREHOLDERS
    EQUITY  Comprehensive
    Income (Loss)
    Quarter EndedOctober 4,


October 6,2008


2007(In thousands)Net loss

$
(21,318
)

$
(63,327
)Unrealized foreign currency exchange translation gain (loss)


(30,244
)


15,134Reclassification of realized cash flow hedging (gains) losses to
    net loss


2,247



(4,092
)Unrealized net loss on cash flow hedging instruments


(9,522
)


(6,950
)Comprehensive loss

$
(58,837
)

$
(59,235
)   15




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Three Quarters EndedOctober 4,


October 6,2008


2007(In thousands)Net income (loss)

$
130,491


$
(24,487
)Unrealized foreign currency exchange translation gain (loss)


(22,347
)


15,955Reclassification of realized cash flow hedging (gains) losses to
    net income (loss)


3,067



(7,377
)Unrealized net gain (loss) on cash flow hedging instruments


(6,284
)


6,949Comprehensive income (loss)

$
104,927


$
(8,960
)   Dividends
      NOTE 11 
    EMPLOYEE
    BENEFIT PLANS    InternationalU.S. Pension Plans


Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedOctober 4,


October 6,


October 4,


October 6,


October 4,


October 6,2008


2007


2008


2007


2008


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

$
46


$
46


$
1,838


$
1,987


$
88


$
95Interest cost


5,717



5,274



3,006



2,726



1,206



1,195Expected return on plan assets


(5,581
)


(5,453
)


(747
)


(767
)






Amortization of:Unrecognized net loss (gain)


455



380



153



162



(3
)


29Unrecognized prior service cost (benefit)










24



24



(281
)


(281
)Unrecognized net transition obligation










18



17







$
637


$
247


$
4,292


$
4,149


$
1,010


$
1,038   16




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##### Table of Contents



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


Pension Plans


OPRB PlansThree Quarters Ended


Three Quarters Ended


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,


October 4,


October 6,2008


2007


2008


2007


2008


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

$
114


$
114


$
4,731


$
4,894


$
220


$
237Interest cost


14,293



13,184



7,740



6,707



3,016



2,987Expected return on plan assets


(13,953
)


(13,631
)


(1,917
)


(1,887
)






Amortization of:Unrecognized net loss (gain)


1,137



950



386



402



(7
)


73Unrecognized prior service cost (benefit)










63



58



(703
)


(703
)Unrecognized net transition obligation










46



42







$
1,591


$
617


$
11,049


$
10,216


$
2,526


$
2,594       NOTE 12 
    SEGMENT
    INFORMATION       17




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##### Table of Contents



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


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


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

$
1,601,547


$
1,362,083


$
4,296,997


$
3,634,798Fresh vegetables


327,938



320,315



838,610



829,675Packaged foods


326,529



302,410



843,152



772,512Corporate


320



371



863



902$
2,256,334


$
1,985,179


$
5,979,622


$
5,237,887   Quarter Ended


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


2007(In thousands)EBIT:Fresh fruit

$
59,232


$
21,047


$
242,807


$
144,292Fresh vegetables


(6,394
)


(1,409
)


(8,352
)


(13,783
)Packaged foods


9,362



18,890



39,632



51,207Total operating segments


62,200



38,528



274,087



181,716Corporate:Unrealized loss on cross currency swap


(6,764
)


(11,011
)


(20,117
)


(2,433
)Operating and other expenses, net


(5,618
)


(16,893
)


(29,298
)


(40,894
)Total Corporate


(12,382
)


(27,904
)


(49,415
)


(43,327
)Interest expense


(52,616
)


(61,519
)


(137,358
)


(150,443
)Income taxes


(75
)


(5,648
)


60,125



(1,076
)Income (loss) from continuing operations, net of income taxes

$
(2,873
)

$
(56,543
)

$
147,439


$
(13,130
)    18




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    October 4,


December 29,2008


2007(In thousands)Total assets:Fresh fruit

$
2,429,704


$
2,528,169Fresh vegetables


450,484



476,501Packaged foods


727,328



693,515Total operating segments


3,607,516



3,698,185Corporate


820,486



832,121Fresh-cut flowers  discontinued operation


62,075



112,578$
4,490,077


$
4,642,884   NOTE 13 
    CONTINGENCIES          DBCP Cases:
 19




---



##### Table of Contents



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




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        Form 10-K
  European Union Antitrust Inquiry:
     21




---



##### Table of Contents



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


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


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

$
34,159


$
3,251


$



$
38,834


$
76,244Additions


188,504







4,452



71,600



264,556Sales


(70,117
)










(31,359
)


(101,476
)Long-lived asset impairment














(17,000
)


(17,000
)Balance as of October 4, 2008

$
152,546


$
3,251


$
4,452


$
62,075


$
222,324  22




---



##### Table of Contents



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


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


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

$
36,392


$



$



$
12,156


$
48,548Inventories


6,474











3,822



10,296Property, plant and equipment, net of accumulated depreciation


72,597



3,251



4,452



30,014



110,314Goodwill and intangible assets, net


31,228















31,228Other assets, net


5,855











16,083



21,938Total assets held-for-sale

$
152,546


$
3,251


$
4,452


$
62,075


$
222,324Liabilities related to assets held-for-sale:Accounts payable and accrued liabilities

$
35,523


$



$



$
18,867


$
54,390Deferred income tax and other liabilities


15,550











1,194



16,744Total liabilities related to assets
    held-for-sale

$
51,073


$



$



$
20,061


$
71,134     Fresh
    Fruit
      2008
    Sales
   23




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Packaged
    Foods
    Fresh-Cut
    Flowers  Discontinued Operation
        2008
    Sales
    Fourth
    Quarter 2008 Sales and Activity
   24




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 15 
    DERIVATIVE
    FINANCIAL INSTRUMENTS    Accounting for Derivative Instruments and
    Hedging Activities, as amended
    Gross Notional Value





AverageParticipating








Fair Market


StrikeForwards & Other


Forwards


Total


Value


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

$
185,484


$
622


$
186,106


$
1,094



JPY 105.5U.S. Dollar/Euro


223,306







223,306



7,431



EUR 1.42U.S. Dollar/Canadian Dollar






34,549



34,549



2,009



CAD 1.02Chilean Peso/U.S. Dollar






8,628



8,628



(887
)


CLP 510Colombian Peso/U.S. Dollar






41,030



41,030



(1,182
)


COP 2,141Philippine Peso/U.S. Dollar






56,902



56,902



(3,129
)


PHP 45.6Thai Baht/U.S. Dollar


10,032



20,149



30,181



(530
)


THB 33.4Total

$
418,822


$
161,880


$
580,702


$
4,806     Notional Volume

Fair Market

Average Price(metric tons)

Value

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


16,497


$
523


$
478    25




---



##### Table of Contents



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


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


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

$
14,436


$
(2,614
)

$
17,611


$
(986
)Foreign currency exchange contracts  discontinued
    operations


(741
)


3,611



(741
)


4,004Bunker fuel contracts


(4,277
)


1,948



(226
)


1,8879,418



2,945



16,644



4,905Realized Gains (Losses):Foreign currency exchange contracts


(6,477
)


709



(15,448
)


2,985Foreign currency exchange contracts  discontinued
    operations


(194
)


772



222



2,644Bunker fuel contracts


2,666



2,501



4,464



1,637(4,005
)


3,982



(10,762
)


7,266$
5,413


$
6,927


$
5,882


$
12,171        26




---



##### Table of Contents



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


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


2007(In thousands)Unrealized gains (losses)

$
(6,764
)

$
(11,011
)

$
(20,117
)

$
(2,433
)Realized gains


2,869



3,250



8,488



9,699$
(3,895
)

$
(7,761
)

$
(11,629
)

$
7,266              27




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Fair ValueMeasurements atOctober 4, 2008Using SignificantOther ObservableOctober 4,


Inputs2008


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

$
10,534


$
10,534Bunker fuel contracts


523



523$
11,057


$
11,057Liabilities:Foreign currency exchange contracts

$
5,728


$
5,728Interest rate swap


17,750



17,750Cross currency swap


10,195



10,195$
33,673


$
33,673Assets and Liabilities Measured on a Nonrecurring BasisFresh-Cut Flowers disposal group assets, net of liabilities

$
29,453


$
29,453     NOTE 16 
    GUARANTOR
    FINANCIAL INFORMATION       28




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 For the Quarter Ended October 4, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
24,654


$
867,615


$
1,764,009


$
(399,944
)

$
2,256,334Cost of products sold


(41,003
)


(797,063
)


(1,632,010
)


396,286



(2,073,790
)Gross margin


(16,349
)


70,552



131,999



(3,658
)


182,544Selling, marketing and general and administrative expenses


(18,033
)


(55,599
)


(78,017
)


3,658



(147,991
)Operating income (loss)


(34,382
)


14,953



53,982







34,553Equity in subsidiary income


48,278



68,935







(117,213
)


Other income (expense), net


(76
)






11,017







10,941Interest income


57



90



1,940







2,087Interest expense


(34,558
)


(2
)


(18,056
)






(52,616
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(20,681
)


83,976



48,883



(117,213
)


(5,035
)Income taxes


(638
)


(8,144
)


8,707







(75
)Minority interests, net of income taxes










(531
)






(531
)Equity in earnings of unconsolidated subsidiaries


1



(26
)


2,793







2,768Income (loss) from continuing operations, net of income taxes


(21,318
)


75,806



59,852



(117,213
)


(2,873
)Income (loss) from discontinued operations, net of income taxes






(31,368
)


9,608







(21,760
)Gain on disposal of discontinued operations, net of income taxes






3,315











3,315Net income (loss)

$
(21,318
)

$
47,753


$
69,460


$
(117,213
)

$
(21,318
)   For the
    Quarter Ended October 6, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
21,313


$
830,398


$
1,500,485


$
(367,017
)

$
1,985,179Cost of products sold


(23,687
)


(749,948
)


(1,408,849
)


358,736



(1,823,748
)Gross margin


(2,374
)


80,450



91,636



(8,281
)


161,431Selling, marketing and general and administrative expenses


(20,787
)


(54,244
)


(74,424
)


8,281



(141,174
)Operating income (loss)


(23,161
)


26,206



17,212







20,257Equity in subsidiary income


(30,755
)


(20,107
)






50,862



Other income (expense), net










(10,575
)






(10,575
)Interest income


93



112



2,015







2,220Interest expense


(40,173
)


(10
)


(21,336
)






(61,519
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(93,996
)


6,201



(12,684
)


50,862



(49,617
)Income taxes


30,668



(34,628
)


(1,688
)






(5,648
)Minority interests, net of income taxes










(827
)






(827
)Equity in earnings of unconsolidated subsidiaries


1



(39
)


(413
)






(451
)Loss from continuing operations, net of income taxes


(63,327
)


(28,466
)


(15,612
)


50,862



(56,543
)Loss from discontinued operations, net of income taxes






(3,560
)


(3,224
)






(6,784
)Net loss

$
(63,327
)

$
(32,026
)

$
(18,836
)

$
50,862


$
(63,327
)  29




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OPERATIONS
    For the Three Quarters Ended October 4, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
60,716


$
2,372,687


$
4,638,058


$
(1,091,839
)

$
5,979,622Cost of products sold


(77,085
)


(2,173,438
)


(4,214,178
)


1,082,162



(5,382,539
)Gross margin


(16,369
)


199,249



423,880



(9,677
)


597,083Selling, marketing and general and administrative expenses


(48,526
)


(138,658
)


(209,999
)


9,677



(387,506
)Operating income (loss)


(64,895
)


60,591



213,881







209,577Equity in subsidiary income


206,649



169,513







(376,162
)


Other income (expense), net


(76
)






5,959







5,883Interest income


144



174



4,647







4,965Interest expense


(89,633
)


(542
)


(47,183
)






(137,358
)Income from continuing operations before income taxes, minority
    interests and equity earnings


52,189



229,736



177,304



(376,162
)


83,067Income taxes


78,305



(6,691
)


(11,489
)






60,125Minority interests, net of income taxes










(1,857
)






(1,857
)Equity in earnings of unconsolidated subsidiaries


(3
)


130



5,977







6,104Income from continuing operations, net of income taxes


130,491



223,175



169,935



(376,162
)


147,439Income (loss) from discontinued operations, net of income taxes






(21,221
)


958







(20,263
)Gain on disposal of discontinued operations, net of income taxes






3,315











3,315Net income

$
130,491


$
205,269


$
170,893


$
(376,162
)

$
130,491   For the
    Three Quarters Ended October 6, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
59,759


$
2,187,853


$
3,932,801


$
(942,526
)

$
5,237,887Cost of products sold


(56,475
)


(1,986,864
)


(3,629,152
)


922,724



(4,749,767
)Gross margin


3,284



200,989



303,649



(19,802
)


488,120Selling, marketing and general and administrative expenses


(54,059
)


(138,938
)


(186,167
)


19,802



(359,362
)Operating income (loss)


(50,775
)


62,051



117,482







128,758Equity in subsidiary income


82,426



55,761







(138,187
)


Other income (expense), net










4,762







4,762Interest income


235



208



5,286







5,729Interest expense


(96,667
)


(18
)


(53,758
)






(150,443
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(64,781
)


118,002



73,772



(138,187
)


(11,194
)Income taxes


40,284



(31,684
)


(9,676
)






(1,076
)Minority interests, net of income taxes










(1,988
)






(1,988
)Equity in earnings of unconsolidated subsidiaries


10



238



880







1,128Income (loss) from continuing operations, net of income taxes


(24,487
)


86,556



62,988



(138,187
)


(13,130
)Loss from discontinued operations, net of income taxes






(6,127
)


(5,230
)






(11,357
)Net income (loss)

$
(24,487
)

$
80,429


$
57,758


$
(138,187
)

$
(24,487
)  30




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 As of October 4, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
11,032


$



$
68,921


$
(9,197
)

$
70,756Receivables, net of allowances


364,002



143,602



576,904



(247,947
)


836,561Inventories


9,229



310,623



491,522







811,374Prepaid expenses


6,536



16,331



51,618







74,485Deferred income tax assets


22,129



29,976







(29,034
)


23,071Assets held-for-sale


41,488



30,933



153,394



(3,491
)


222,324Total current assets


454,416



531,465



1,342,359



(289,669
)


2,038,571Investments


2,302,368



1,889,351



71,286



(4,191,196
)


71,809Property, plant and equipment, net


203,107



299,216



625,214







1,127,537Goodwill






132,573



277,121







409,694Intangible assets, net


689,615



19,279



446







709,340Other assets, net


38,654



6,227



88,245







133,126Total assets

$
3,688,160


$
2,878,111


$
2,404,671


$
(4,480,865
)

$
4,490,077LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
3,945


$
386,918


$
350,916


$
(286,178
)

$
455,601Liabilities related to assets-held-for-sale










74,625



(3,491
)


71,134Accrued liabilities


85,116



196,503



236,855







518,474Current portion of long-term debt


346,677



49



10,927







357,653Notes payable










54,101







54,101Total current liabilities


435,738



583,470



727,424



(289,669
)


1,456,963Intercompany payables (receivables)


1,237,879



(60,799
)


(1,177,080
)






Long-term debt


1,125,133



2,015



792,527







1,919,675Deferred income tax liabilities


212,174



3,734



37,723







253,631Other long-term liabilities


247,901



39,822



112,870







400,593Minority interests










29,880







29,880Total shareholders equity


429,335



2,309,869



1,881,327



(4,191,196
)


429,335Total liabilities and shareholders equity

$
3,688,160


$
2,878,111


$
2,404,671


$
(4,480,865
)

$
4,490,077  31




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,424


$



$
95,801


$
(15,164
)

$
97,061Receivables, net of allowances


358,695



134,168



595,027



(248,737
)


839,153Inventories


7,080



321,075



422,520







750,675Prepaid expenses


5,318



16,322



49,656







71,296Deferred income tax assets


16,942



23,686



(28,543
)






12,085Assets held-for-sale


546



36,520



39,178







76,244Total current assets


405,005



531,771



1,173,639



(263,901
)


1,846,514Investments


2,130,680



1,733,717



68,884



(3,863,945
)


69,336Property, plant and equipment, net


286,222



319,107



734,810







1,340,139Goodwill






151,271



358,247







509,518Intangible assets, net


689,616



22,128



10,046







721,790Other assets, net


42,140



5,944



107,503







155,587Total assets

$
3,553,663


$
2,763,938


$
2,453,129


$
(4,127,846
)

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

$
8,339


$
404,698


$
393,823


$
(263,901
)

$
542,959Accrued liabilities


74,479



223,050



217,055







514,584Current portion of long-term debt


1,950



102



12,119







14,171Notes payable










81,018







81,018Total current liabilities


84,768



627,850



704,015



(263,901
)


1,152,732Intercompany payables (receivables)


983,062



(61,695
)


(921,367
)






Long-term debt


1,500,466



2,271



813,471







2,316,208Deferred income tax liabilities


284,167



10,852



(17,195
)






277,824Other long-term liabilities


376,192



44,082



120,960







541,234Minority interests










29,878







29,878Total shareholders equity


325,008



2,140,578



1,723,367



(3,863,945
)


325,008Total liabilities and shareholders equity

$
3,553,663


$
2,763,938


$
2,453,129


$
(4,127,846
)

$
4,642,884  32




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Three Quarters Ended October 4, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(16,270
)

$
(47,737
)

$
36,704


$



$
(27,303
)INVESTING ACTIVITIESProceeds from sales of assets


42,332



78,103



33,376







153,811Capital additions


(420
)


(16,608
)


(41,899
)






(58,927
)Repurchase of common stock in going-private merger transaction


(245
)














(245
)Cash flow provided by (used in) investing activities


41,667



61,495



(8,523
)






94,639FINANCING ACTIVITIES


















Short-term debt borrowings










85,983







85,983Short-term debt repayments






(13,719
)


(112,517
)


5,967



(120,269
)Long-term debt borrowings, net of debt issuance costs


1,061,000







49







1,061,049Long-term debt repayments


(1,091,789
)


(39
)


(11,319
)






(1,103,147
)Dividends paid to minority shareholders










(13,314
)






(13,314
)Cash flow used in financing activities


(30,789
)


(13,758
)


(51,118
)


5,967



(89,698
)Effect of foreign currency exchange rate changes on cash










(3,943
)






(3,943
)Decrease in cash and cash equivalents


(5,392
)






(26,880
)


5,967



(26,305
)Cash and cash equivalents at beginning of period


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
11,032


$



$
68,921


$
(9,197
)

$
70,756  33




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Three Quarters Ended October 6, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(22,818
)


35,310



24,328







36,820Cash flow provided by (used in ) operating activities


(5,275
)


52,853



24,328



(35,086
)


36,820INVESTING ACTIVITIESProceeds from sales of assets


556



27



35,295







35,878Capital additions


(428
)


(35,550
)


(40,361
)






(76,339
)Repurchase of common stock in going-private merger transaction


(1,352
)














(1,352
)Cash flow used in investing activities


(1,224
)


(35,523
)


(5,066
)






(41,813
)FINANCING ACTIVITIESShort-term debt borrowings






9,244



82,726



(9,244
)


82,726Short-term debt repayments






(11,014
)


(70,239
)






(81,253
)Long-term debt borrowings, net of debt issuance costs


896,000



2,015



315







898,330Long-term debt repayments


(887,488
)


(32
)


(9,757
)






(897,277
)Dividends paid to minority shareholders










(9,696
)






(9,696
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Cash flow provided by (used in) financing activities


8,512



(17,330
)


(24,194
)


25,842



(7,170
)Effect of foreign currency exchange rate changes on cash










3,396







3,396Increase (decrease) in cash and cash equivalents


2,013







(1,536
)


(9,244
)


(8,767
)Cash and cash equivalents at beginning of period


7,322







85,098



(6
)


92,414Cash and cash equivalents at end of period

$
9,335


$



$
83,562


$
(9,250
)

$
83,647  34




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##### Table of Contents



Item 2. MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  Overview
    
    Net sales for the third quarter of 2008 were $2.3 billion,
    an increase of 14% from the third quarter of 2007. Net sales for
    the three quarters ended October 4, 2008 were
    $6 billion, an increase of 14% compared to the prior year.
    Operating income for the third quarter of 2008 was
    $35 million, an increase of 71% from the third quarter of
    2007. Operating income for the three quarters ended
    October 4, 2008 was $210 million, an increase of 63%
    compared to the prior year.
    Strong worldwide banana pricing continued throughout the third
    quarter of 2008, driven by improved local pricing in all markets
    and higher worldwide demand.
    Higher revenues and earnings in our European ripening and
    distribution business continued into the third quarter of 2008,
    resulting from higher local pricing and favorable euro and
    Swedish krona exchange rates.
    Pricing in the packaged salads business improved during the
    quarter, and product cost decreased as a result of better
    utilization of production capacity and more efficient
    distribution. The higher gross margin was used to increase
    investment in sales, marketing and information technology
    initiatives. Profitability of the commodity business unit
    declined due to substantially higher fuel and fertilizer costs
    which were partially offset by higher prices across most product
    lines.
    Higher pricing and volumes across most product lines in our
    packaged foods segment were offset by higher product costs
    resulting from increased purchased fruit costs, commodity and
    shipping costs. Product costs continued to be impacted by the
    strengthening of the Thai baht and Philippine peso.
    Other income (expense), net for the third quarter of 2008
    increased $22 million due to non-cash unrealized
    translation gains on the Companys foreign denominated
    capital lease and debt obligations and cross currency swap.
    Unrealized foreign currency translation gains on the
    Companys British pound sterling vessel lease obligation
    (vessel obligation) and foreign denominated debt
    obligations increased by $10.2 million and
    $7.5 million, respectively. In addition, the Companys
    unrealized loss on its cross currency swap was lower by
    $4.2 million. The Company executed a cross currency swap
    during 2006 to synthetically convert $320 million of Term
    Loan C into Japanese yen denominated debt. The value of the
    cross currency swap will continue to fluctuate based on changes
    in the exchange rate and market interest rates until maturity in
    2011, at which time it will settle in cash at the then current
    exchange rate. For the three quarters ended October 4,
    2008, the Japanese yen strengthened against the U.S. dollar
    resulting in an unrealized loss of $20 million on the cross
    currency swap.
    The Company received cash proceeds of approximately
    $154 million on assets sold during the three quarters ended
    October 4, 2008, including $145 million on assets
    which had been reclassified as held-for-sale.
    During the third quarter of 2008, the Company signed a
    definitive purchase and sale agreement to sell its JP Fresh
    subsidiary in the United Kingdom and Dole France subsidiary
    which were in the European ripening and distribution business to
    Compagnie Fruitière Paris. Compagnie Fruitière Paris
    is a subsidiary of Compagnie Financière de Participations,
    a company in which Dole holds a non-controlling 40% ownership.
    The sale closed on November 3, 2008. All of the related
    assets of this business have been reclassified to assets
    held-for-sale (refer to Note 14  Assets
    Held-For-Sale in the notes to the condensed consolidated
    financial statements). Also, during the third quarter of 2008,
    the Company signed a binding letter of intent to sell its
    fresh-cut flowers division. The sale is expected to occur in
    phases. The first phase is expected to close during the fourth
    quarter of 2008 or first quarter of 2009. 35




---



##### Table of Contents



Results
    of Operations
    Quarter Ended


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


2007(In thousands)Revenues, net

$
2,256,334


$
1,985,179


$
5,979,622


$
5,237,887Operating income


34,553



20,257



209,577



128,758Other income (expense), net


10,941



(10,575
)


5,883



4,762Interest expense


(52,616
)


(61,519
)


(137,358
)


(150,443
)Income taxes


(75
)


(5,648
)


60,125



(1,076
)Income (loss) from continuing operations


(2,873
)


(56,543
)


147,439



(13,130
)Loss from discontinued operations, net of income taxes


(21,760
)


(6,784
)


(20,263
)


(11,357
)Gain on disposal of discontinued operations, net of income taxes


3,315







3,315



Net income (loss)


(21,318
)


(63,327
)


130,491



(24,487
)   Revenues
  ®
    Operating
    Income
   36




---



##### Table of Contents



Other
    Income (Expense), Net
      Interest
    Expense
   37




---



##### Table of Contents



Income
    Taxes
    Three Quarters EndedOctober 4,2008(In thousands)Expense computed at U.S. federal statutory income tax rate of 35%

$
29,074Foreign income taxed at different rates


(44,887
)State and local income tax, net of federal income taxes


(1,139
)Valuation allowances


5,264Favorable settlement of federal income tax audit for the years
    1995-2001


(60,906
)Increase in FIN 48 liabilities for unrecognized tax
    benefits and other


9,933Permanent items and interest*


2,536$
(60,125
)     *
    
    Permanent items and interest include interest expense of
    $4.5 million (net of associated income tax benefit of
    approximately $1.1 million) related to the Companys
    unrecognized tax benefits.      Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
    1995-2001.
   38




---



##### Table of Contents



Segment
    Results of Operations
        Quarter Ended


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


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

$
1,601,547


$
1,362,083


$
4,296,997


$
3,634,798Fresh vegetables


327,938



320,315



838,610



829,675Packaged foods


326,529



302,410



843,152



772,512Corporate


320



371



863



902$
2,256,334


$
1,985,179


$
5,979,622


$
5,237,887   39




---



##### Table of Contents



Quarter Ended


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


2007(In thousands)EBIT:Fresh fruit

$
59,232


$
21,047


$
242,807


$
144,292Fresh vegetables


(6,394
)


(1,409
)


(8,352
)


(13,783
)Packaged foods


9,362



18,890



39,632



51,207Total operating segments


62,200



38,528



274,087



181,716Corporate:Unrealized loss on cross currency swap


(6,764
)


(11,011
)


(20,117
)


(2,433
)Operating and other expenses, net


(5,618
)


(16,893
)


(29,298
)


(40,894
)Total Corporate


(12,382
)


(27,904
)


(49,415
)


(43,327
)Interest expense


(52,616
)


(61,519
)


(137,358
)


(150,443
)Income taxes


(75
)


(5,648
)


60,125



(1,076
)Income (loss) from continuing operations, net of income taxes

$
(2,873
)

$
(56,543
)

$
147,439


$
(13,130
)   Fresh
    Fruit
     40




---



##### Table of Contents



Fresh
    Vegetables
      Packaged
    Foods
      Corporate
   41




---



##### Table of Contents



Discontinued
    Operations
    Quarter Ended


Quarter EndedOctober 4, 2008


October 6, 2007Fresh-Cut








Fresh-CutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
23,804


$
399


$
24,203


$
23,919


$
7,837


$
31,756Income (loss) before income taxes

$
(24,892
)

$
(478
)

$
(25,370
)

$
(9,518
)

$
2,387


$
(7,131
)Income taxes


3,855



(245
)


3,610



1,325



(978
)


347Income (loss) from discontinued operations, net of income taxes

$
(21,037
)

$
(723
)

$
(21,760
)

$
(8,193
)

$
1,409


$
(6,784
)Gain on disposal of discontinued operations, net of income taxes
    of $4.3 million

$



$
3,315


$
3,315


$



$



$
   Three Quarters Ended


Three Quarters EndedOctober 4, 2008


October 6, 2007Fresh-Cut








Fresh-CutFlowers


Citrus


Total


Flowers


Citrus


Total(In thousands)Revenues

$
86,683


$
5,419


$
92,102


$
88,804


$
13,077


$
101,881Income (loss) before income taxes

$
(33,929
)

$
(729
)

$
(34,658
)

$
(15,247
)

$
1,518


$
(13,729
)Income taxes


14,546



(151
)


14,395



2,994



(622
)


2,372Income (loss) from discontinued operations, net of income taxes

$
(19,383
)

$
(880
)

$
(20,263
)

$
(12,253
)

$
896


$
(11,357
)Gain on disposal of discontinued operations, net of income taxes
    of $4.3 million

$



$
3,315


$
3,315


$



$



$
   Fresh-Cut
    Flowers
    Liquidity
    and Capital Resources
     42




---



##### Table of Contents



Form 10-K
  Other
    Matters
  Recently Adopted and Recently Issued Accounting
    Pronouncements:
  European Union Banana Import Regime:
 43




---



##### Table of Contents



and/or
  Derivative Instruments and Hedging
    Activities:
  Accounting for Derivative Instruments and
    Hedging Activities, as amended
    Quarter Ended October 4, 2008Foreign Currency


Bunker Fuel


Cross CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
12,304


$
(4,277
)

$



$
8,027Packaged foods


2,132











2,132Corporate










(6,764
)


(6,764
)$
14,436


$
(4,277
)

$
(6,764
)

$
3,395   44




---



##### Table of Contents



Three Quarters Ended October 4, 2008Foreign Currency


Bunker Fuel


Cross CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
16,542


$
(226
)

$



$
16,316Packaged foods


1,069











1,069Corporate










(20,117
)


(20,117
)$
17,611


$
(226
)

$
(20,117
)

$
(2,732
)     Supplemental
    Financial Information
    October 4,


December 29,2008


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

$
581,608


$
693,782Total assets

$
4,490,077


$
4,642,884Total debt

$
2,331,429


$
2,411,397Total shareholders equity

$
429,335


$
325,008   Quarter Ended


Three Quarters EndedOctober 4,


October 6,


October 4,


October 6,2008


2007


2008


2007(In thousands)Other Financial Data:Operating income

$
34,553


$
20,257


$
209,577


$
128,758Depreciation and Amortization


42,203



46,644



106,644



115,796Operating Income Before Depreciation and Amortization
    (OIBDA)


76,756



66,901



316,221



244,554Net unrealized (gain) loss on hedges


(10,159
)


666



(17,385
)


(901
)Adjusted OIBDA

$
66,597


$
67,567


$
298,836


$
243,653Adjusted OIBDA margin


3
%


3.4
%


5
%


4.7
%Capital expenditures

$
22,059


$
30,616


$
45,906


$
66,882   Form 10-Q.
 45




---



##### Table of Contents



Form 10-K
 Item 3. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
 Item 4. CONTROLS
    AND PROCEDURES  Rule 15d-15(e)
 46




---



##### Table of Contents



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

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

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

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

Certification by the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act     *
    
    Filed herewith
    
    Furnished herewith 47




---



##### Table of Contents



SIGNATURES    
  By:
    /s/  Joseph
    S. Tesoriero   Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh  Yoon J. Hugh
 Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
   48




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber31
.1*

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

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

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

Certification by the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Filed herewith
    
    Furnished herewith 49