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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 23, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 1-4455

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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

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

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

|Class                      |  | Shares Outstanding at April 30, 2002
|-------------------------- |  | ------------------------------------
|Common Stock, No Par Value |  | 56,008,630                          

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DOLE FOOD COMPANY, INC.
Index

|         |         |                       |                                                                                        |  | Page
Number
|-------- | ------- | --------------------- | -------------------------------------------------------------------------------------- |  | -----------
|Part I.  |         | Financial Information |                                                                                        | 
|         | Item 1. |                       | Financial Statements                                                                   |  |            
|         |         |                       | Consolidated Statements of OperationsQuarters Ended March 23, 2002 and March 24, 2001 |  | 3          
|         |         |                       | Consolidated Balance SheetsMarch 23, 2002 and December 29, 2001                       |  | 4          
|         |         |                       | Consolidated Statements of Cash FlowsQuarters Ended March 23, 2002 and March 24, 2001 |  | 5          
|         |         |                       | Notes to Consolidated Financial Statements                                             |  | 6          
|         | Item 2. |                       | Management's Discussion and Analysis of Financial Condition and Results of Operations  |  | 10         
|Part II. |         | Other Information     |                                                                                        | 
|         | Item 6. |                       | Exhibits and Reports on Form 8-K                                                       |  | 15         
|         |         |                       | Signatures                                                                             |  | 16         

2

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PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS        DOLE FOOD COMPANY, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)  (in thousands, except per-share amounts)

|                                                             |                                                       | Quarter Ended |          
|------------------------------------------------------------ | ----------------------------------------------------- | ------------- | ---------
|
|Revenue                                                      |                                                       | $             | 1,059,415
|Cost of products sold                                        |                                                       |               | 878,311  
|                                                             |                                                       |               |          
|                                                             | Gross margin                                          |               |          
|Selling, marketing and general and administrative expenses   |                                                       |               | 84,501   
|                                                             |                                                       |               |          
|                                                             | Operating income                                      |               |          
|Interest income                                              |                                                       |               | 2,148    
|Other expensenet                                            |                                                       |               | (1,456   
|                                                             |                                                       |               |          
|                                                             | Earnings before interest and taxes                    |               |          
|Interest expense                                             |                                                       |               | 14,531   
|                                                             |                                                       |               |          
|                                                             | Income from continuing operations before income taxes |               |          
|Income taxes                                                 |                                                       |               | 26,485   
|                                                             |                                                       |               |          
|Income from continuing operations                            |                                                       |               | 56,279   
|Income from discontinued operations, net of income taxes     |                                                       |               |         
|                                                             |                                                       |               |          
|                                                             | Net income                                            |               |          
|                                                             |                                                       |               |          
|Earnings per common sharebasic                              |                                                       |               |          
|                                                             | Continuing operations                                 |               | $        
|                                                             | Discontinued operations                               |               |          
|                                                             |                                                       |               |          
|                                                             | Net income                                            |               |          
|                                                             |                                                       |               |          
|Earnings per common sharediluted                            |                                                       |               |          
|                                                             | Continuing operations                                 |               | $        
|                                                             | Discontinued operations                               |               |          
|                                                             |                                                       |               |          
|                                                             | Net income                                            |               |          
|                                                             |                                                       |               |          
|Weighted average number of common shares outstandingbasic   |                                                       |               | 55,945   
|Weighted average number of common shares outstandingdiluted |                                                       |               | 56,832   

See Notes to Consolidated Financial Statements

3

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DOLE FOOD COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)

|                              |                                          | March 23,
2002                     |         | December 29,
2001 |          
|----------------------------- | ---------------------------------------- | ---------------------------------- | ------- | ----------------- | ---------
|
|Current assets                |                                          |                                    |         |                   |          
|                              | Cash and cash equivalents                |                                    | $       | 284,848           |          
|                              | Receivables                              |                                    |         | 638,246           |          
|                              | Inventories                              |                                    |         |                   |          
|                              |                                          | Finished products                  |         |                   | 181,499  
|                              |                                          | Raw materials and work in progress |         |                   | 112,448  
|                              |                                          | Crop growing costs                 |         |                   | 49,596   
|                              |                                          | Operating supplies and other       |         |                   | 63,728   
|                              |                                          |                                    |         |                   |          
|                              |                                          |                                    | 407,271 |                   |          
|                              | Prepaid expenses                         |                                    |         | 46,315            |          
|                              |                                          |                                    |         |                   |          
|                              |                                          | Total current assets               |         |                   | 1,376,680
|Investments                   |                                          |                                    | 84,697  |                   |          
|Property, plant and equipment |                                          |                                    | 917,462 |                   |          
|Goodwill                      |                                          |                                    | 255,946 |                   |          
|Other assets                  |                                          |                                    | 148,943 |                   |          
|                              |                                          |                                    |         |                   |          
|                              |                                          | Total assets                       |         |                   | 2,783,728
|                              |                                          |                                    |         |                   |          
|Current liabilities           |                                          |                                    |         |                   |          
|                              | Notes payable                            |                                    | $       | 17,866            |          
|                              | Current portion of long-term debt        |                                    |         | 7,865             |          
|                              | Accounts payable and accrued liabilities |                                    |         | 797,388           |          
|                              |                                          |                                    |         |                   |          
|                              |                                          | Total current liabilities          |         |                   | 823,119  
|Long-term debt                |                                          |                                    | 806,919 |                   |          
|Other long-term liabilities   |                                          |                                    | 342,051 |                   |          
|Minority interests            |                                          |                                    | 34,140  |                   |          
|Commitments and contingencies |                                          |                                    |         |                   |          
|Common shareholders' equity   |                                          |                                    |         |                   |          
|                              | Common stock                             |                                    |         | 316,593           |          
|                              | Additional paid-in capital               |                                    |         | 58,349            |          
|                              | Retained earnings                        |                                    |         | 486,187           |          
|                              | Accumulated other comprehensive loss     |                                    |         | (83,630           | )        
|                              |                                          |                                    |         |                   |          
|                              |                                          | Total common shareholders' equity  |         |                   | 777,499  
|                              |                                          |                                    |         |                   |          
|                              |                                          | Total liabilities and equity       |         |                   | 2,783,728
|                              |                                          |                                    |         |                   |          

See Notes to Consolidated Financial Statements

4

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DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)
(in thousands)

|                                                                                                                      |                                                            | Quarter Ended |        
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | ------------- | -------
|
|Operating activities                                                                                                  |                                                            |               |        
|Net income                                                                                                            |                                                            | $             | 56,279 
|Less: Income from discontinued operations, net                                                                        |                                                            |               |       
|                                                                                                                      |                                                            |               |        
|Income from continuing operations                                                                                     |                                                            |               | 56,279 
|Adjustments to reconcile net income to net cash provided by operating activities:                                     |                                                            |               |        
|                                                                                                                      | Depreciation and amortization                              |               |        
|                                                                                                                      | Provision for deferred income taxes                        |               |        
|                                                                                                                      | Cash portion of special charges not included in net income |               |        
|                                                                                                                      | Equity earnings, net of distributions                      |               |        
|                                                                                                                      | Other                                                      |               |        
|Change in operating assets and liabilities, net of effects from acquisitions, dispositions and non-cash transactions: |                                                            |               |        
|                                                                                                                      | Receivables                                                |               |        
|                                                                                                                      | Inventories                                                |               |        
|                                                                                                                      | Prepaid expenses and other assets                          |               |        
|                                                                                                                      | Accounts payable and accrued liabilities                   |               |        
|                                                                                                                      | Other                                                      |               |        
|                                                                                                                      |                                                            |               |        
|Cash flow used in operating activities of continuing operations                                                       |                                                            |               | (49,832
|Cash flow provided by operating activities of discontinued operations                                                 |                                                            |               |       
|                                                                                                                      |                                                            |               |        
|Cash flow (used in) provided by operating activities                                                                  |                                                            |               | (49,832
|                                                                                                                      |                                                            |               |        
|Investing activities                                                                                                  |                                                            |               |        
|Investments in available-for-sale securities                                                                          |                                                            |               |       
|Proceeds from sales of assets                                                                                         |                                                            |               | 8,420  
|Capital additions                                                                                                     |                                                            |               | (16,637
|Investments and acquisitions, net of cash acquired                                                                    |                                                            |               | (511   
|                                                                                                                      |                                                            |               |        
|Cash flow used in investing activities of continuing operations                                                       |                                                            |               | (8,728 
|Cash flow used in investing activities of discontinued operations                                                     |                                                            |               |       
|                                                                                                                      |                                                            |               |        
|Cash flow used in investing activities                                                                                |                                                            |               | (8,728 
|                                                                                                                      |                                                            |               |        
|Financing activities                                                                                                  |                                                            |               |        
|Short-term debt repaymentsnet                                                                                        |                                                            |               | (3,650 
|Long-term debt (repayments) borrowingsnet                                                                            |                                                            |               | (7,089 
|Cash dividends paid                                                                                                   |                                                            |               | (8,389 
|Issuance of common stock                                                                                              |                                                            |               | 1,210  
|                                                                                                                      |                                                            |               |        
|Cash flow (used in) provided by financing activities of continuing operations                                         |                                                            |               | (17,918
|Cash flow provided by financing activities of discontinued operations                                                 |                                                            |               |       
|                                                                                                                      |                                                            |               |        
|Cash flow (used in) provided by financing activities                                                                  |                                                            |               | (17,918
|                                                                                                                      |                                                            |               |        
|(Decrease) increase in cash and cash equivalents                                                                      |                                                            |               | (76,478
|Cash and cash equivalents at beginning of period                                                                      |                                                            |               | 361,326
|                                                                                                                      |                                                            |               |        
|Cash and cash equivalents at end of period                                                                            |                                                            |               | 284,848
|                                                                                                                      |                                                            |               |        

See Notes to Consolidated Financial Statements

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DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)





Quarter EndedMarch 23,
2002

March 24,
2001RevenueFresh fruit

$
650,743

$
662,957Fresh vegetables


223,977


203,045Packaged foods


127,889


100,276Fresh-cut flowers


52,802


56,742Other operating segments


4,004


8,4631,059,415


1,031,483EBITFresh fruit

$
46,807

$
39,503Fresh vegetables


43,723


24,924Packaged foods


13,411


5,926Fresh-cut flowers


3,104


2,978Other operating segments


7


(38
)Total operating segments


107,052


73,293Corporate and other


(9,757
)

(10,363
)97,295


62,930




6

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Quarter EndedMarch 23,
2002

March 24,
2001Net income

$
56,279

$
34,719Unrealized foreign currency translation net gain (loss)


81


(7,431
)Unrealized net gain (loss) on cash flow hedging instruments


680


(1,979
)Other





(376
)Comprehensive income


57,040


24,933






7

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Quarter EndedMarch 23,
2002

March 24,
2001Net income from continuing operations, as reported

$
56,279

$
29,455Add: goodwill amortization





2,398Adjusted net income from continuing operations


56,279


31,853Earnings per share from continuing operations, as
reportedbasic

$
1.01

$
0.53Add: goodwill amortization





0.04Adjusted earnings per sharebasic


1.01


0.57Earnings per share from continuing operations, as
reporteddiluted

$
0.99

$
0.53Add: goodwill amortization





0.04Adjusted earnings per sharediluted


0.99


0.57


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2001
Expense

Utilized
to Date

To be
UtilizedProperty, plant and equipment

$
60,527

$
60,527

$
Goodwill


4,246


4,246


Long-term advances


6,881


6,881


Receivables and other assets


18,882


18,882


Accrued costs:Employee severance


31,878


9,687


22,191Contract terminations


4,292


2,251


2,041Other accrued costs


5,978


1,111


4,867Total business reconfiguration costs


132,684


103,585


29,099




9

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS  DOLE FOOD COMPANY, INC.

Results of Operations

Fresh Fruit

Fresh fruit revenues for the first quarter of 2002 decreased 2% to $651 million from $663 million for the first quarter of 2001. The decrease in
fresh fruit revenues was primarily due to the reduction of banana volumes to secondary markets in Eastern Europe, lower banana volumes in Asia, slightly lower banana pricing in North America, the
impact of weaker foreign currency exchange rates and the winding down of the California deciduous and Pacific Northwest apples businesses. These business shutdowns accounted for approximately
$6 million of revenues last year that were not realized in 2002. Weaker yen-to-U.S. dollar and euro-to-U.S. dollar exchange rates versus the
comparable period of 2001 caused total Company revenues, primarily in the fresh fruit segment, to be lower by approximately $25 million. Higher pricing in the Asian and European banana
businesses and higher banana volumes to North America mostly offset the revenue decreases.

Earnings
before interest and taxes ("EBIT") in the fresh fruit segment for the first quarter of 2002 increased 18% to $47 million from $40 million for the first quarter of
2001. EBIT increased due to the favorable impact of continued cost reduction activities in Latin America and Europe, higher sales volumes of bananas in North America, stronger banana pricing in the
Asian and European banana businesses and improved volumes and pricing of the Company's Premium Select pineapple. These improvements were partially offset by weaker
yen-to-U.S. dollar and euro-to-U.S. dollar exchange rates, lower North American banana pricing, and lower European and Asian banana volumes. The weaker
currency exchange rates impacted the Company's year-over-year first quarter EBIT, primarily in the fresh fruit segment, by approximately $9 million. Fresh fruit EBIT for
the first quarter of 2001 also included
$5 million of one-time expense related to the divestiture of the Company's controlling interest in a banana production joint venture in South America.

Fresh Vegetables

Fresh vegetables revenues for the first quarter of 2002 increased 10% to $224 million from $203 million for the first quarter of 2001. The increase
was due to high pricing in the Company's commodity vegetables business primarily from an industry-wide lettuce shortage. Continued volume growth consistent with the product category in the
Company's North American packaged salads business also contributed to the increase in revenues.

Fresh
vegetables EBIT for the first quarter of 2002 increased 75% to $44 million from $25 million for the first quarter of 2001. EBIT increased in the Company's commodity
vegetables business due to high pricing, primarily from an industry-wide lettuce shortage. Earnings improvement from volume growth in the Company's North American packaged salads business
was primarily offset by higher marketing and administrative expenses. Management expects commodity pricing to normalize during the remainder of 2002.

Packaged Foods

Packaged foods revenues for the first quarter of 2002 increased 28% to $128 million from $100 million for the first quarter of 2001. Revenues
increased due to the continued success of the Company's FRUIT BOWLS® and FRUIT-N-GEL BOWLS products combined with higher sales volumes of the Company's
traditional canned pineapple products as a result of an earlier Easter holiday in 2002 than in 2001. These revenue gains were partially offset by higher marketing costs associated with the sales of
the Company's

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new products that are now reported as a reduction of revenue as a result of the Company's adoption of new accounting standards.

EBIT
in the packaged foods segment for the first quarter of 2002 increased 126% to $13 million from $6 million for the first quarter of 2001. EBIT increased due to
continued growth of the FRUIT BOWLS® and FRUIT-N-GEL BOWLS products, higher volumes of traditional canned pineapple products and lower production
costs. Higher marketing and selling costs related to new products partially offset these improvements.

Fresh-cut Flowers

Fresh-cut flowers revenues for the first quarter of 2002 decreased to $53 million from $57 million for the first quarter of 2001.
Revenues decreased due to lower sales prices and volumes.

EBIT
in the fresh-cut flowers segment was $3 million for both the first quarter of 2002 and 2001. EBIT was unchanged as the benefits of cost reduction programs offset
the impact of lower sales prices and volumes.

During
the first quarter of 2001, the Company undertook an extensive cost savings initiative and engaged the Boston Consulting Group to assist in performing strategic and operational
reviews of its banana and fresh-cut flowers businesses and in implementing programs to enhance profitability and achieve consolidated savings from global strategic sourcing and logistics.
The Company completed these reconfiguration reviews in the fourth quarter of 2001. The actions taken as a result of these reviews resulted in $133 million of one-time expenses for
2001 recognized as a component of cost of products sold in the Consolidated Statements of Operations. Of the $133 million of 2001 expense, $28 million was recognized in the second
quarter of 2001 for the shutdown and related asset sales of the Company's California deciduous and Pacific Northwest apples operations, including packinghouses, ranches and orchards in California and
Washington. The remaining $105 million was recognized in the third quarter of 2001 and included costs associated with the planned divestiture of the Company's Pascual Hermanos fresh vegetables
business in Spain and certain other non-core businesses in Europe, as well as the downsizing of banana and flower operations in Latin America and banana production in the Philippines. A
majority of the costs associated with these programs consisted of asset impairments necessary to write certain assets down to fair value, less costs to sell. Also included in the $133 million
of expense were $42 million of accrued costs for employee severance, contract terminations and other costs associated with divestiture, closure and other reconfiguration activities. As of
December 29, 2001, accrued costs of $31 million remained to be utilized. During the first quarter of 2002, the Company paid $2 million of these accrued costs. The remaining
$29 million of accrued costs primarily relates to employee severance that will be settled in 2002. A total of 3,179 employees in the Company's operations are being severed under these plans, of
which 1,335 had been severed as of March 23, 2002.

In
connection with its profit improvement initiatives, the Company realized $18 million in cost savings, before offsets, for the first quarter of 2002. Offsets primarily included
the impact of weaker euro-to-U.S. dollar and yen-to-U.S. dollar exchange rates. Of the $18 million of savings, approximately $12 million
was recognized in pre-tax income, after offsets. The Company expects to achieve $66 million in incremental profit improvements, before offsets, for the full year 2002. The Company
expects $43 million of incremental improvement to pre-tax income, after offsets, from these programs for full year 2002, as compared to 2001.

Interest
income was $2 million for the first quarter of 2002 versus $1 million for the first quarter of 2001. The increase was due to interest earned on higher cash
balances resulting from the divestiture of the Honduran beverage business.

Other
expensenet generally consists of minority interest expense and certain non-operating items.

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For
the first quarter of 2002, interest expense decreased 21% to $15 million from $18 million for the first quarter of 2001. Interest expense decreased primarily due to
lower average debt levels.

During
the first quarter of 2002, the Company's effective tax rate was 32%. The Company currently anticipates its effective tax rate will remain at 32% or slightly lower in the near
term, based on its expected mix of earnings.

The
European Union ("EU") maintains banana regulations that impose quotas and tariffs on bananas. In April 2001, the EU reached agreements with the United States and Ecuador to
implement a tariff-only import system no later than January 1, 2006. In the interim period beginning July 1, 2001, European companies, including subsidiaries of the Company,
that operated and bought Latin American bananas and sold them into the EU market during the years 1994-1996 are eligible for banana import licenses. The Company's earnings have not been
negatively impacted by the new interim regime, and it believes the ongoing impact of this regime will not be dilutive to its current earnings levels.

Since
the Company transacts business throughout the world, it is subject to risks associated with fluctuating foreign currency exchange rates, primarily the yen and the euro. Movements
in foreign currency exchange rates impact the value of the Company's existing foreign assets and liabilities. During the first quarter of 2002, the yen as well as the euro and related European
currencies have somewhat stabilized against the U.S. dollar, resulting in minor foreign currency translation gains for the quarter. The ultimate impact of future changes to these and other currency
exchange rates on 2002 comprehensive income and equity is not determinable at this time.

The
Company distributes its products in more than 90 countries throughout the world. Its international sales are usually transacted in U.S. dollars and major European and Asian
currencies. Certain costs are incurred in currencies different from those received from the sale of products. Results of operations may be affected by fluctuations in currency exchange rates in both
sourcing and selling locations. However, prior to 2001, the Company had, with minor exceptions, not hedged these exposures. In 2001, the Company entered into foreign currency exchange forward
contracts to reduce its risk related to anticipated working capital collections and payments denominated in foreign currencies. These contracts are denominated in Japanese yen, British pounds, Swedish
krona and the euro and are designated as hedges under Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards No. 133 ("FAS 133"), "Accounting for Derivative Instruments and Hedging Activities," as amended by FASB Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activitiesan amendment of FASB Statement No. 133." As of March 23, 2002, the Company's foreign currency
exchange forwards, in an aggregate outstanding notional amount of $157 million, were designated and effective as hedges of the changes in fair values of recorded assets or liabilities or of
future cash flows. The ineffective portion of changes in fair values of hedge positions, which was included in operating income for the quarter ended March 23, 2002, was not material.
Unrealized net gains related to cash flow hedges totaling $16 million were included as a component of accumulated other comprehensive loss as of March 23, 2002. Settlement of these
contracts will occur in 2002.

In
November 2001, the Emerging Issues Task Force ("EITF") of the FASB reached consensus on EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)" ("EITF 01-9"). This consensus requires companies to report certain consideration given by a vendor to a customer as a reduction of revenue
rather than as marketing expense. This consensus is required to be adopted no later than the first quarter of 2002 and upon adoption, companies are required to retroactively reclassify such amounts in
previously issued financial statements to comply with the income statement display requirements of the consensus. The Company adopted the provisions of EITF 01-9 during the first quarter
of 2002. The impact of the adoption was limited to reclassifications of costs previously included in selling, marketing and general and administrative expenses, as a reduction of revenue. The change
in presentation had no impact on the Company's reported operating or net income.

12

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Prior year comparative amounts have been reclassified to comply with EITF 01-9. The effect of the adoption of EITF 01-9 was a reduction of $25 million in both revenues
and selling, marketing and general and administrative expenses for the previously reported quarter ended March 24, 2001.

In
August 2001, the FASB issued Statement of Financial Accounting Standards No. 144 ("FAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets." This statement supersedes Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and amends other guidance related to the accounting and reporting of long-lived assets. The Company adopted FAS 144 as of December 30, 2001, the first day of
its 2002 fiscal year. The adoption of FAS 144 did not have a material impact on the Company's financial condition or results of operations.

In
June 2001, the FASB issued Statements of Financial Accounting Standards No. 141 ("FAS 141"), "Business Combinations" and No. 142 ("FAS 142"),
"Goodwill and Other Intangible Assets." These statements eliminate the pooling of interest method of accounting for business combinations as of June 30, 2001 and eliminate the amortization of
goodwill for all fiscal years beginning after December 15, 2001. The Company adopted FAS 141 and FAS 142 with respect to new goodwill as of July 1, 2001 and adopted
FAS 142 with respect to existing goodwill as of December 30, 2001, the first day of its 2002 fiscal year. The adoption of FAS 141 has not impacted the Company's financial
condition or results of operations. In accordance with FAS 142, existing goodwill was amortized through fiscal 2001. Upon adoption of FAS 142, the Company stopped amortizing existing
goodwill. The Company is currently in the process of performing the first step of the prescribed transitional goodwill impairment test with respect to existing goodwill. The first step of the
transitional goodwill impairment test involves a comparison of the fair value of a reporting unit, as defined under FAS 142, with its carrying amount.
If the carrying amount exceeds the fair value of any reporting unit, the Company will perform the second and final step of the transitional goodwill impairment test, which will be used to measure the
amount of any impairment loss.

Liquidity and Capital Resources

Cash flow used in operating activities from continuing operations increased to $50 million for the first quarter of 2002 from $4 million for the
comparable period of 2001. This increase in the use of cash was a result of an increase in trade receivables primarily due to higher sales in the Company's commodity vegetables and packaged foods
businesses. This increase was also attributable to higher inventory levels in the packaged foods business primarily resulting from the growth of new products. These increases were partially offset by
improved earnings as well as cash provided from prepaid expenses in the first quarter of 2002 as compared to the first quarter of 2001 due to timing of payments.

During
the first quarter of 2002, proceeds from the sale of assets of $8 million primarily included proceeds received from the sale of assets in the Company's Pacific Northwest
businesses.

Capital
expenditures from continuing operations of $17 million for the first quarter of 2002 were for the acquisition and improvement of productive assets. Subsequent to the end
of the first quarter, on March 25, 2002, the Company purchased eight vessels previously under an operating lease agreement which expired, for $121 million.

At
December 29, 2001, the Company's net debt (total debt less cash) totaled $482 million. During the first quarter of 2002, net debt increased approximately
$66 million to $548 million primarily due to an income tax payment related to the gain from the divestiture of the Honduran beverage business. As a result, the Company's net debt to
total net capitalization percentage increased to 41% at the end of the first quarter from 40% at the end of 2001. As of March 23, 2002, the Company had no outstanding balances under its
uncommitted lines of credit and no outstanding borrowings under its $400 million, 5-year revolving credit facility or its $200 million, 364-day revolving credit
facility. Provisions under these facilities require the Company to comply with certain financial covenants that include a maximum

13

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permitted ratio of consolidated debt to net worth and a minimum required fixed charge coverage ratio. As of March 23, 2002, the Company was in compliance with these covenants.

Subsequent
to the end of the first quarter, on April 30, 2002, the Company completed the sale and issuance of $400,000,000 aggregate principal amount of 71/4%
Senior Notes due 2009 (the "Notes"), pursuant to a Purchase Agreement, dated April 25, 2002, between the Company and the underwriters named therein. Interest on the Notes will be paid
semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2002. The Notes are unsecured senior obligations of the Company and rank equally with the
Company's existing unsecured debt. The net proceeds to the Company from
the sale of the Notes, of approximately $395 million, are expected to be used for general corporate purposes and the repayment of existing debt obligations. In particular, the Company may, from
time to time, repurchase some of its previously issued notes. However, the amounts and timing of the Company's actual expenditures may vary significantly depending on various internal and external
factors.

The
Company increased its quarterly cash dividend per share from 10 cents per share to 15 cents per share effective the first quarter of 2002.

The
Company believes that its cash flow from operations, as well as its existing cash balances, revolving credit facilities and access to capital markets will enable it to meet its
working capital, capital expenditure, debt maturity, dividend payment and other funding requirements. However, the Company's operating cash flow and access to capital markets can be impacted by
macroeconomic factors outside of its control. In addition to macroeconomic factors, the Company's borrowing costs can be impacted by short and long-term debt ratings assigned by
independent rating agencies.

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

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PART II.  OTHER INFORMATION  DOLE FOOD COMPANY, INC.

Item 6. Exhibits and Reports on Form 8-K

|(a)    |  | Exhibits:                                                                                                                                                                                             
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.6   |  | Indenture dated as of July 15, 1993 between Dole and J.P. Morgan Trust Company, National Association (formerly Chemical Trust Company of California), as Trustee.                                     
|4.9   |  | First Supplemental Indenture, dated as of April 30, 2002, between Dole and J.P. Morgan Trust Company, National Association, as Trustee, supplementing the Indenture dated as of July 15, 1993.        
|4.10  |  | Registration Rights Agreement, dated as of April 30, 2002, among Dole and Banc of America Securities LLC, Credit Suisse First Boston Corporation and the other initial purchasers referred to therein.
|10.12 |  | Consulting Agreement, effective as of January 4, 2002, between Dole and David A. DeLorenzo.                                                                                                           
|10.13 |  | Schedule of Executive Officers Receiving Form 1 Change of Control Agreement or Form 2 Change of Control Agreement.                                                                                    
|10.14 |  | Form 1 Change of Control Agreement.                                                                                                                                                                   
|10.15 |  | Form 2 Change of Control Agreement.                                                                                                                                                                   
|(b)    |  | No reports on Form 8-K were filed during the quarter ended March 23, 2002.                                                                                                                            
|       |  |                                                                                                                                                                                                       

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SIGNATURES

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

|May 7, 2002 |  | DOLE FOOD COMPANY, INC.
REGISTRANT
|----------- |  | ----------------------------------
|            |  | By:                               
|            |  | By:                               
|            |  |                                   
|            |  |                                   

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