##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 22, 2008oro

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

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

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

Shares Outstanding at April 25, 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 Ended March 22, 2008 and
    March 24, 2007


3Condensed Consolidated Balance Sheets 
    March 22, 2008 and December 29, 2007


4Condensed Consolidated Statements of Cash
    Flows  Quarters Ended March 22, 2008 and
    March 24, 2007


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.


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


27Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


35Item 4.


Controls and Procedures


35PART II


Other InformationItem 1.


Legal Proceedings


36Item 6.


Exhibits


36Signatures


37Exhibit Index


38Certification by the Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    ActCertification by the Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    ActCertification by the Chief Executive Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    ActCertification by the Chief Financial Officer pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act   2




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##### Table of Contents



PART I.

FINANCIAL INFORMATION Item 1.
    FINANCIAL STATEMENTS  DOLE FOOD
    COMPANY, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS
    (Unaudited)
  Quarter EndedMarch 22,


March 24,2008


2007(In thousands)Revenues, net

$
1,762,161


$
1,554,369Cost of products sold


(1,591,210
)


(1,409,964
)Gross margin


170,951



144,405Selling, marketing and general and administrative expenses


(120,728
)


(110,908
)Operating income


50,223



33,497Other income (expense), net (Note 3)


(28,711
)


1,579Interest income


1,769



1,602Interest expense


(43,501
)


(44,202
)Loss from continuing operations before income taxes, minority
    interests and equity earnings


(20,220
)


(7,524
)Income taxes


(9,082
)


(1,973
)Minority interests, net of income taxes


(671
)


(340
)Equity in earnings of unconsolidated subsidiaries


1,003



675Loss from continuing operations


(28,970
)


(9,162
)Income (loss) from discontinued operations, net of income taxes


25



(1,053
)Net loss

$
(28,945
)

$
(10,215
)    3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED BALANCE SHEETS
    (Unaudited)  March 22,


December 29,2008


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

$
94,885


$
97,061Receivables, net of allowances of $62,237 and $61,720,
    respectively


985,991



839,153Inventories


768,594



750,675Prepaid expenses


75,333



71,296Deferred income tax assets


12,327



12,085Assets held-for-sale


115,541



76,244Total current assets


2,052,671



1,846,514Investments


74,119



69,336Property, plant and equipment, net of accumulated depreciation
    of $1,020,651 and $980,390, respectively


1,280,595



1,340,139Goodwill


509,518



509,518Intangible assets, net


719,950



721,790Other assets, net


155,759



155,587Total assets

$
4,792,612


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

$
559,027


$
542,959Accrued liabilities


595,727



514,584Current portion of long-term debt


14,195



14,171Notes payable


94,687



81,018Total current liabilities


1,263,636



1,152,732Long-term debt


2,369,480



2,316,208Deferred income tax liabilities


272,370



277,824Other long-term liabilities


559,365



541,234Minority interests


30,416



29,878Contingencies (Note 12)Shareholders equityCommon stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding






Additional paid-in capital


409,907



409,907Retained deficit


(113,828
)


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


1,266



(16
)Total shareholders equity


297,345



325,008Total liabilities and shareholders equity

$
4,792,612


$
4,642,884    4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  Quarter EndedMarch 22,


March 24,2008


2007(In thousands)Operating ActivitiesNet loss

$
(28,945
)

$
(10,215
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


33,707



36,187Net unrealized foreign currency exchange losses


40,747



2,028Asset write-offs, impairments and net (gain) loss on sale of
    assets


(1,388
)


2,225Minority interests and equity earnings, net


(331
)


(1,424
)Amortization of debt issuance costs


1,016



947Provision for deferred income taxes


(5,126
)


(8,614
)Pension and other postretirement benefit plan expense


4,632



3,966Other


(113
)


138Changes in operating assets and liabilities:Receivables


(118,579
)


(76,345
)Inventories


(15,318
)


(13,034
)Prepaid expenses and other assets


(5,103
)


(2,375
)Accounts payable


10,618



39,793Accrued liabilities


20,766



(20,583
)Other long-term liabilities


656



5,255Cash flow used in operating activities


(62,761
)


(42,051
)Investing ActivitiesProceeds from sales of assets


16,022



30,777Capital additions


(19,775
)


(17,873
)Repurchase of common stock in going-private merger transaction


(96
)


(129
)Cash flow provided by (used in) investing activities


(3,849
)


12,775Financing ActivitiesShort-term debt borrowings


50,916



36,010Short-term debt repayments


(40,893
)


(5,526
)Long-term debt borrowings, net of debt issuance costs


316,649



216,711Long-term debt repayments


(262,960
)


(203,491
)Dividends paid to minority shareholders


(180
)


(8,331
)Cash flow provided by financing activities


63,532



35,373Effect of foreign currency exchange rate changes on cash


902



(1,931
)Increase (decrease) in cash and cash equivalents


(2,176
)


4,166Cash and cash equivalents at beginning of period


97,061



92,414Cash and cash equivalents at end of period

$
94,885


$
96,580    5




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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 
    RECENT ACCOUNTING PRONOUNCEMENTS
  Disclosures About Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133
  The Fair Value Option for
    Financial Assets and Financial Liabilities  Including
    an amendment of FASB Statement No. 115
    (FAS 159)
  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
 6




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 3 
    OTHER
    INCOME (EXPENSE), NET    March 22,


March 24,2008


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

$
(32,354
)

$
(1,810
)Realized gain on the cross currency swap


2,923



3,327Unrealized gain (loss) on the vessel obligation


491



(34
)Other


229



96Other income (expense), net

$
(28,711
)

$
1,579     NOTE 4 
    BUSINESS DISPOSITION
  Accounting for the Impairment or Disposal of
    Long-Lived Assets
    NOTE 5 
    INCOME TAXES
    Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
   7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        non-U.S. income
  Income Tax Audits:
  Internal Revenue Service Audit:
  2002-2005
 8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 6 
    INVENTORIES
    March 22,


December 29,2008


2007(In thousands)Finished products

$
377,723


$
355,502Raw materials and work in progress


154,737



155,166Crop-growing costs


165,552



172,980Operating supplies and other


70,582



67,027$
768,594


$
750,675   NOTE 7 
    GOODWILL AND INTANGIBLE ASSETS
    Fresh


Packaged


Fresh-cutFresh Fruit


Vegetables


Foods


Flowers


Other


Total(In thousands)Balance as of December 29, 2007 and March 22, 2008

$
359,072


$
86,675


$
63,771


$



$



$
509,518     March 22,


December 29,2008


2007(In thousands)Amortized intangible assets:Customer relationships

$
47,982


$
48,906Other amortized intangible assets


5,875



5,85153,857



54,757Accumulated amortization  customer relationships


(18,338
)


(17,483
)Other accumulated amortization


(5,184
)


(5,099
)Accumulated amortization  intangible assets


(23,522
)


(22,582
)Intangible assets, net


30,335



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


689,615



689,615Total identifiable intangible assets, net

$
719,950


$
721,790    9




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##### Table of Contents



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

Amount2008

$
3,3142009

$
4,3092010

$
4,3092011

$
4,3092012

$
4,309   NOTE 8 
    NOTES PAYABLE AND LONG-TERM DEBT
    March 22,


December 29,2008


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

$
350,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facility


233,500



176,400Term loan facilities


957,937



960,375Contracts and notes, at a weighted-average interest rate of 8.5%
    in 2008 (8.4% in 2007) through 2014


3,170



3,255Capital lease obligations


84,609



85,959Unamortized debt discount


(541
)


(610
)Notes payable


94,687



81,0182,478,362



2,411,397Current maturities


(108,882
)


(95,189
)$
2,369,480


$
2,316,208        10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      NOTE 9 
    SHAREHOLDERS EQUITY
  Comprehensive
    Loss
    Quarter EndedMarch 22,


March 24,2008


2007(In thousands)Net loss

$
(28,945
)

$
(10,215
)Unrealized foreign currency exchange translation gain


12,459



1,715Reclassification of realized cash flow hedging (gains) losses to
    net loss


(163
)


7Unrealized net loss on cash flow hedging instruments


(11,014
)


(1,053
)Comprehensive loss

$
(27,663
)

$
(9,546
)   Dividends
     11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 10 
    EMPLOYEE BENEFIT PLANS
    U.S. Pension Plans


International Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedMarch 22,


March 24,


March 22,


March 24,


March 22,


March 24,2008


2007


2008


2007


2008


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

$
34


$
34


$
1,454


$
1,440


$
66


$
71Interest cost


4,288



3,955



2,379



1,971



905



896Expected return on plan assets


(4,186
)


(4,089
)


(587
)


(556
)






Amortization of:Unrecognized net loss


341



285



117



119



(2
)


22Unrecognized prior service cost (benefit)










20



17



(211
)


(211
)Unrecognized net transition obligation










14



12







$
477


$
185


$
3,397


$
3,003


$
758


$
778   NOTE 11 
    SEGMENT INFORMATION
     12




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Quarter EndedMarch 22,


March 24,2008


2007(In thousands)Revenues from external customersFresh fruit

$
1,228,528


$
1,044,653Fresh vegetables


231,029



244,274Packaged foods


268,505



228,226Fresh-cut flowers


33,816



36,964Corporate


283



252$
1,762,161


$
1,554,369   Quarter EndedMarch 22,


March 24,2008


2007(In thousands)EBITFresh fruit

$
52,546


$
32,453Fresh vegetables


(3,468
)


2,233Packaged foods


23,852



15,248Fresh-cut flowers


(3,136
)


(41
)Total operating segments


69,794



49,893Corporate:Unrealized loss on cross currency swap


(32,354
)


(1,810
)Operating and other expenses, net


(13,827
)


(11,070
)Total Corporate


(46,181
)


(12,880
)Interest expense


(43,501
)


(44,202
)Income taxes


(9,082
)


(1,973
)Loss from continuing operations, net of income taxes

$
(28,970
)

$
(9,162
)    13




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    March 22,


December 29,2008


2007(In thousands)Total assetsFresh fruit

$
2,684,162


$
2,528,169Fresh vegetables


481,776



476,501Packaged foods


696,065



693,515Fresh-cut flowers


117,214



112,578Total operating segments


3,979,217



3,810,763Corporate


813,395



832,121$
4,792,612


$
4,642,884   NOTE 12 
    CONTINGENCIES
            DBCP Cases:
 14




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
             15




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        Form 10-K
  European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
     16




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Honduran Tax Case: Form 10-K
  Hurricane Katrina Cases: Form 10-K
  Spinach E. coli Outbreak: E.
    coli E. coli E. coli Form 10-K
  NOTE 13 
    ASSETS HELD-FOR-SALE
   17




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    March 22,


December 29,2008


2007(In thousands)Assets held-for-sale by segment:Fresh fruit

$
72,385


$
34,159Fresh vegetables


3,251



3,251Fresh-cut flowers


39,905



38,834Total assets held-for-sale

$
115,541


$
76,244           NOTE 14 
    DERIVATIVE FINANCIAL INSTRUMENTS
    Accounting for Derivative Instruments and
    Hedging Activities, as amended
 18




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##### Table of Contents



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





Unrealized


AverageParticipating








Fair Market


Gains


StrikeForwards


Forwards


Total


Value


(Losses)


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

$
212,018


$
3,256


$
215,274


$
(10,566
)

$
(9,301
)


109.4U.S Dollar/Euro


222,116







222,116



(11,407
)


(3,029
)


1.37U.S Dollar/Canadian Dollar






33,828



33,828



(758
)


2,174



1.05Chilean Peso/U.S. Dollar






18,515



18,515



2,107



1,804



505.0Colombian Peso/U.S. Dollar






7,500



7,500



175



175



1,875.9Philippine Peso/U.S. Dollar






57,341



57,341



(1,400
)


(1,400
)


40.9Thai Baht/U.S. Dollar


37,535



49,153



86,688



6,166



5,959



33.5Total

$
471,669


$
169,593


$
641,262


$
(15,683
)

$
(3,618
)     Notional Volume


Fair Market


Unrealized


Average Price(metric tons)


Value


Gains


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


39,990


$
1,188


$
439


$
436        19




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Fair ValueMeasurements atMarch 22, 2008Using SignificantOther ObservableMarch 22,


Inputs2008


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

$
8,448


$
8,448Bunker fuel contracts


1,188



1,188$
9,636


$
9,636Liabilities:Foreign currency exchange contracts

$
24,131


$
24,131Interest rate swap


26,702



26,702Cross currency swap


24,390



24,390$
75,223


$
75,223             NOTE 15 
    GUARANTOR FINANCIAL INFORMATION
   20




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
       21




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended March 22, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
17,695


$
733,962


$
1,333,979


$
(323,475
)

$
1,762,161Cost of products sold


(6,587
)


(655,288
)


(1,249,861
)


320,526



(1,591,210
)Gross margin


11,108



78,674



84,118



(2,949
)


170,951Selling, marketing and general and administrative expenses


(15,492
)


(47,009
)


(61,176
)


2,949



(120,728
)Operating income (loss)


(4,384
)


31,665



22,942







50,223Equity in subsidiary income


816



(33,799
)






32,983



Other income (expense), net










(28,711
)






(28,711
)Interest income


62



181



1,526







1,769Interest expense


(27,913
)


(385
)


(15,203
)






(43,501
)Loss from continuing operations before income taxes, minority
    interests and equity earnings


(31,419
)


(2,338
)


(19,446
)


32,983



(20,220
)Income taxes


2,477



2,539



(14,098
)






(9,082
)Minority interests, net of income taxes










(671
)






(671
)Equity in earnings of unconsolidated subsidiaries


(3
)


163



843







1,003Income (loss) from continuing operations, net of income taxes


(28,945
)


364



(33,372
)


32,983



(28,970
)Income (loss) from discontinued operations, net of income taxes






(17
)


42







25Net income (loss)

$
(28,945
)

$
347


$
(33,330
)

$
32,983


$
(28,945
)   For the
    Quarter Ended March 24, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
19,541


$
696,112


$
1,119,290


$
(280,574
)

$
1,554,369Cost of products sold


(16,734
)


(628,642
)


(1,040,253
)


275,665



(1,409,964
)Gross margin


2,807



67,470



79,037



(4,909
)


144,405Selling, marketing and general and administrative expenses


(15,877
)


(44,846
)


(55,094
)


4,909



(110,908
)Operating income (loss)


(13,070
)


22,624



23,943







33,497Equity in subsidiary income


24,540



8,824







(33,364
)


Other income (expense), net










1,579







1,579Interest income


75



45



1,482







1,602Interest expense


(28,214
)


(5
)


(15,983
)






(44,202
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(16,669
)


31,488



11,021



(33,364
)


(7,524
)Income taxes


6,444



(8,306
)


(111
)






(1,973
)Minority interests, net of income taxes






40



(380
)






(340
)Equity in earnings of unconsolidated subsidiaries


10



319



346







675Income (loss) from continuing operations, net of income taxes


(10,215
)


23,541



10,876



(33,364
)


(9,162
)Income (loss) from discontinued operations, net of income taxes






700



(1,753
)






(1,053
)Net income (loss)

$
(10,215
)

$
24,241


$
9,123


$
(33,364
)

$
(10,215
)  22




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of March 22, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
14,825


$
(9,570
)

$
89,630


$



$
94,885Receivables, net of allowances


368,811



(81,421
)


698,601







985,991Inventories


7,077



301,792



459,725







768,594Prepaid expenses


5,360



13,831



56,142







75,333Deferred income tax assets


16,942



23,675



(28,290
)






12,327Assets held-for-sale


39,861



38,144



37,536







115,541Total current assets


452,876



286,451



1,313,344







2,052,671Investments


2,124,171



1,713,045



73,568



(3,836,665
)


74,119Property, plant and equipment, net


246,143



315,068



719,384







1,280,595Goodwill






151,271



358,247







509,518Intangible assets, net


689,615



21,270



9,065







719,950Other assets, net


40,109



5,704



109,946







155,759Total assets

$
3,552,914


$
2,492,809


$
2,583,554


$
(3,836,665
)

$
4,792,612LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
3,794


$
126,025


$
429,208


$



$
559,027Accrued liabilities


78,472



219,522



297,733







595,727Current portion of long-term debt


1,950



102



12,143







14,195Notes payable










94,687







94,687Total current liabilities


84,216



345,649



833,771







1,263,636Intercompany payables (receivables)


963,066



(45,118
)


(917,948
)






Long-term debt


1,557,073



2,249



810,158







2,369,480Deferred income tax liabilities


272,378



13,338



(13,346
)






272,370Other long-term liabilities


378,836



44,109



136,420







559,365Minority interests










30,416







30,416Total shareholders equity


297,345



2,132,582



1,704,083



(3,836,665
)


297,345Total liabilities and shareholders equity

$
3,552,914


$
2,492,809


$
2,583,554


$
(3,836,665
)

$
4,792,612  23




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##### 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


$
(15,164
)

$
95,801


$



$
97,061Receivables, net of allowances


358,695



(114,569
)


595,027







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



267,870



1,173,639







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


$
2,500,037


$
2,453,129


$
(3,863,945
)

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

$
8,339


$
140,797


$
393,823


$



$
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



363,949



704,015







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


$
2,500,037


$
2,453,129


$
(3,863,945
)

$
4,642,884  24




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Quarter Ended March 22, 2008
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(58,040
)

$
15,354


$
(20,075
)

$



$
(62,761
)INVESTING ACTIVITIESProceeds from sales of assets






12



16,010







16,022Capital additions






(6,381
)


(13,394
)






(19,775
)Repurchase of common stock in going-private merge transaction


(96
)














(96
)Cash flow provided by (used in) investing activities


(96
)


(6,369
)


2,616







(3,849
)FINANCING ACTIVITIESShort-term debt borrowings










50,916







50,916Short-term debt repayments






(3,391
)


(37,502
)






(40,893
)Long-term debt borrowings, net of debt issuance costs


316,600







49







316,649Long-term debt repayments


(260,063
)






(2,897
)






(262,960
)Dividends paid to minority shareholders










(180
)






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


56,537



(3,391
)


10,386







63,532Effect of foreign currency exchange rate changes on cash










902







902Increase (decrease) in cash and cash equivalents


(1,599
)


5,594



(6,171
)






(2,176
)Cash and cash equivalents at beginning of period


16,424



(15,164
)


95,801







97,061Cash and cash equivalents at end of period

$
14,825


$
(9,570
)

$
89,630


$



$
94,885  25




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Quarter Ended March 24, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(29,319
)


7,434



(20,166
)






(42,051
)Cash flow provided by (used in) operating activities


(11,776
)


24,977



(20,166
)


(35,086
)


(42,051
)INVESTING ACTIVITIESProceeds from sales of assets


260



15



30,502







30,777Capital additions


(100
)


(9,196
)


(8,577
)






(17,873
)Repurchase of common stock in going-private merge transaction


(129
)














(129
)Cash flow provided by (used in) investing activities


31



(9,181
)


21,925







12,775FINANCING ACTIVITIESShort-term debt borrowings










36,010







36,010Short-term debt repayments






(2,219
)


(3,307
)






(5,526
)Long-term debt borrowings, net of debt issuance costs


216,700







11







216,711Long-term debt repayments


(202,500
)






(991
)






(203,491
)Dividends paid to minority shareholders










(8,331
)






(8,331
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Cash flow provided by (used in) financing activities


14,200



(19,762
)


5,849



35,086



35,373Effect of foreign currency exchange rate changes on cash










(1,931
)






(1,931
)Increase (decrease) in cash and cash equivalents


2,455



(3,966
)


5,677







4,166Cash and cash equivalents at beginning of period


7,322



(3,196
)


88,288







92,414Cash and cash equivalents at end of period

$
9,777


$
(7,162
)

$
93,965


$



$
96,580  26




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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 first quarter of 2008 were $1.8 billion,
    an increase of 13% from the first quarter of 2007.
    Operating income for the first quarter of 2008 was
    $50.2 million, an increase of 50% from the first quarter of
    2007.
    Banana pricing during the first quarter of 2008 was strong
    worldwide, driven by better local pricing in all markets and
    stronger euro and Japanese yen exchange rates. All of these
    favorable factors are continuing into the second quarter of 2008.
    Our European Ripening and Distribution business also improved
    during the first quarter of 2008, with higher volumes and
    favorable exchange rates.
    Packaged salads performance improved during the first quarter of
    2008, due to higher pricing, lower distribution costs, and lower
    production costs. Productions costs benefited from higher
    utilization in our new North Carolina production facility. We
    see the year over year improvements in packaged salads
    continuing during 2008, as we complete our plan to transition
    all spinach and spring mix production to our own facilities and
    maintain a singular focus on improving margins rather than
    increasing volume at the expense of profitability. However,
    during the first quarter of 2008, our vegetables commodity
    business declined on a year over year basis due to lower pricing
    resulting from over-supply of product, more than offsetting the
    gains in the packaged salads business.
    Our Packaged Foods business improved during the first quarter of
    2008, due to higher pricing and increased volumes, partially
    offset by increased production costs, including strengthening of
    the Thai baht and Philippine peso. The Company has currency
    hedges in place for both of these currencies for the remainder
    of 2008, which will help to mitigate further 2008 increases in
    production costs. These hedges accounted for net unrealized
    foreign currency exchange gains of $4.6 million for the
    quarter.
    We continue to explore a number of possible alternatives for our
    Fresh-Cut Flowers business. During April 2008, the Company
    entered into a contract to sell the Flowers Headquarters
    building in Miami for $35 million, and also entered into a
    contract to sell one flower farm in Mexico for $1.6 million. In
    addition, four flowers farms in Colombia and two flowers farms
    in Ecuador are being actively marketed for sale (refer to
    Note 13  Assets Held-for-Sale in the notes to
    the condensed consolidated financial statements).
    Other income (expense), net for the first quarter of 2008 was
    impacted by a non-cash unrealized loss on Doles cross
    currency swap of $32.4 million. The Company executed a
    cross currency swap during 2006 to synthetically convert
    $320 million of Term Loan C into Japanese yen denominated
    debt. The non-cash unrealized loss of $32.4 million
    resulted from the Japanese yen strengthening against the
    U.S. dollar by 12% during the first quarter of 2008. The
    value of the cross currency swap will continue to fluctuate
    based on changes in the exchange rate and market interest rates
    until maturity in 2011, at which time it will settle in cash at
    the then current exchange rate. For example, at the end of the
    Companys most recent accounting period (April 19,
    2008), the Japanese yen has weakened against the
    U.S. dollar resulting in a decrease in the unrealized loss
    of $8.1 million as compared with the first quarter of 2008. 27




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##### Table of Contents



Results
    of Operations
    Quarter EndedMarch 22,


March 24,2008


2007(In thousands)Revenues, net

$
1,762,161


$
1,554,369Operating income


50,223



33,497Interest income and other income (expense), net


(26,942
)


3,181Interest expense


(43,501
)


(44,202
)Income taxes


(9,082
)


(1,973
)Minority interests, net of income taxes


(671
)


(340
)Equity in earnings of unconsolidated subsidiaries


1,003



675Income (loss) from discontinued operations, net of income taxes


25



(1,053
)Net loss


(28,945
)


(10,215
)   Revenues
  ®
  Operating
    Income
    Interest
    Income and Other Income (Expense), Net
   28




---



##### Table of Contents



Interest
    Expense
    Income
    Taxes
    Interim Financial Reporting Accounting for Income Taxes
    in Interim Periods
       29




---



##### Table of Contents



Segment
    Results of Operations
        Quarter EndedMarch 22,


March 24,2008


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

$
1,228,528


$
1,044,653Fresh vegetables


231,029



244,274Packaged foods


268,505



228,226Fresh-cut flowers


33,816



36,964Corporate


283



252$
1,762,161


$
1,554,369   Quarter EndedMarch 22,


March 24,2008


2007(In thousands)EBIT:Fresh fruit

$
52,546


$
32,453Fresh vegetables


(3,468
)


2,233Packaged foods


23,852



15,248Fresh-cut flowers


(3,136
)


(41
)Total operating segments


69,794



49,893Corporate:Unrealized loss on cross currency swap.


(32,354
)


(1,810
)Operating and other expenses, net


(13,827
)


(11,070
)Total Corporate


(46,181
)


(12,880
)Interest expense


(43,501
)


(44,202
)Income taxes


(9,082
)


(1,973
)Net loss from continuing operations

$
(28,970
)

$
(9,162
)  30




---



##### Table of Contents



Fresh
    Fruit
      Fresh
    Vegetables
      Packaged
    Foods
   31




---



##### Table of Contents



Fresh-Cut
    Flowers
        Corporate
    Liquidity
    and Capital Resources
       32




---



##### Table of Contents



Form 10-K
    Other
    Matters
  European Union Banana Import Regime:
        Derivative Instruments and Hedging
    Activities:
   33




---



##### Table of Contents



Accounting for Derivative Instruments
    and Hedging Activities, as amended
    Quarter Ended March 22, 2008Foreign Currency


Bunker Fuel


Cross CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(9,955
)

$
439


$



$
(9,516
)Packaged foods


6,162











6,162Fresh-cut flowers


175











175Corporate










(32,354
)


(32,354
)$
(3,618
)

$
439


$
(32,354
)

$
(35,533
)     Supplemental
    Financial Information
    March 22,


December 29,2008


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

$
789,035


$
693,782Total assets

$
4,792,612


$
4,642,884Total debt

$
2,478,362


$
2,411,397Total shareholders equity

$
297,345


$
325,008   Quarter EndedMarch 22,


March 24,2008


2007(In thousands)Other Financial Data:Operating Income

$
50,223


$
33,497Depreciation and amortization


33,707



36,060Operating Income Before Depreciation and Amortization
    (OIBDA)


83,930



69,557Net unrealized loss on hedges


3,179



Adjusted OIBDA

$
87,109


$
69,557Adjusted OIBDA margin


4.9
%


4.5
%Capital expenditures

$
10,435


$
12,156    34




---



##### Table of Contents



Form 10-Q.
    Form 10-K
 Item 3.
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK  Form 10-K
 Item 4.
    CONTROLS AND PROCEDURES  Rule 15d-15(e)
 35




---



##### 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 36




---



##### Table of Contents



SIGNATURES    
  By:
    /s/  Joseph
    S. Tesoriero   Vice President and
 Chief Financial Officer
  By:
    /s/  Yoon
    J. Hugh   Vice President, Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)
   37




---



##### 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 38