##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

|                                                 |  |                                                                                                 
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------------
|(Mark One)                                       |  |                                                                                                 
|                                                
|þ                                                |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                
|For the quarterly period ended June 19,
    2004
|                                                
|or                                              
|                                                
|o                                                |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
    from           to 

Commission File Number 1-4455

Dole Food Company, Inc.

(Exact name of registrant as specified in its
charter)


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

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

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

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

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

|                               |  |                                        
|------------------------------ |  | ---------------------------------------
|Class                          |  | Shares Outstanding at July 29,
    2004
|Common Stock, $0.001 Par Value |  | 1,000                                  



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DOLE FOOD COMPANY, INC.

INDEX

|                                   |         |                                                                                                                                                                                       |                                                                                           |        |    |    | 
|---------------------------------- | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------ | -- | -- | 
|                                   |         |                                                                                                                                                                                       |                                                                                           | Page  
|                                   |         |                                                                                                                                                                                       |                                                                                           | Number
|                                   |         |                                                                                                                                                                                       |                                                                                           |       
|PART I   Financial
    Information |         |                                                                                                                                                                                       |                                                                                           |       
|                                   | Item 1. |                                                                                                                                                                                       | Financial Statements                                                                      |        |    |    | 
|                                   |         | Condensed Consolidated
    Statements of Operations  Quarters Ended
    June 19, 2004 (Successor) and June 14, 2003
    (Successor)                                                  |                                                                                           |        | 3  |   
|                                   |         | Condensed Consolidated
    Statements of Operations  Half Year Ended
    June 19, 2004 (Successor) and Quarters Ended June 14,
    2003 (Successor) and March 22, 2003 (Predecessor) |                                                                                           |        | 4  |   
|                                   |         | Condensed Consolidated
    Balance Sheets  June 19, 2004 (Successor) and
    January 3, 2004 (Successor)                                                                             |                                                                                           |        | 5  |   
|                                   |         | Condensed Consolidated
    Statements of Cash Flows  Half Year Ended
    June 19, 2004 (Successor), Quarters Ended June 14,
    2003 (Successor) and March 22, 2003 (Predecessor)    |                                                                                           |        | 6  |   
|                                   |         | Notes to Condensed
    Consolidated Financial Statements                                                                                                                              |                                                                                           |        | 7  |   
|                                   | Item 2. |                                                                                                                                                                                       | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |        |    | 27 | 
|                                   | Item 3. |                                                                                                                                                                                       | Quantitative and Qualitative Disclosures About
    Market Risk                            |        |    | 37 | 
|                                   | Item 4. |                                                                                                                                                                                       | Controls and Procedures                                                                   |        |    | 37 | 
|PART II   Other
    Information    |         |                                                                                                                                                                                       |                                                                                           |       
|                                   | Item 1. |                                                                                                                                                                                       | Legal Proceedings                                                                         |        |    | 37 | 
|                                   | Item 6. |                                                                                                                                                                                       | Exhibits and Reports on Form 8-K                                                          |        |    | 39 | 
|                                   |         | Signatures                                                                                                                                                                            |                                                                                           |        | 40 |   
|                                   |         | Exhibit Index                                                                                                                                                                         |                                                                                           |        | 41 |   
|                                   |         | Certification by the
    Chairman and Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                                                           |                                                                                           |        |    |   
|                                   |         | Certification by the Senior
    Vice President and Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                                              |                                                                                           |        |    |   
|                                   |         | Certification by the
    Chairman and Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002                                                           |                                                                                           |        |    |   
|                                   |         | Certification by the Senior
    Vice President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002                                              |                                                                                           |        |    |   
|EXHIBIT 10.10                     
|EXHIBIT 10.11                     
|EXHIBIT 31.1                      
|EXHIBIT 31.2                      
|EXHIBIT 32.1                      
|EXHIBIT 32.2                      



On March 28, 2003, Dole Food Company, Inc.
and its consolidated subsidiaries (the Company)
completed the going-private merger transaction with DHM Holding
Company, Inc. (HoldCo) described in Note 1 to
the Condensed Consolidated Financial Statements. As a result of
this transaction, the Companys results of operations,
financial position and cash flows prior to the date of the
going-private merger transaction are presented as the
Predecessor. The going-private merger transaction
and the Companys results of operations, financial position
and cash flows thereafter are presented as the
Successor.

2



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##### Table of Contents






PART I.

FINANCIAL INFORMATION





ITEM 1.     FINANCIAL
STATEMENTS

DOLE FOOD COMPANY, INC.





CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands)


|                                                               |                            |               |           |           |  |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | --------- | --------- |  | - | --------- | ------- | 
|                                                               |                            |              
|                                                               |                            | Quarter Ended
|                                                               |                            |              
|                                                               |                            | June 19,      |           | June 14, 
|                                                               |                            | 2004          |           | 2003     
|                                                               |                            |               |           |          
|                                                               |                            | Successor     |           | Successor
|                                                               |                            |               |           |          
|Revenues, net                                                  |                            | $             | 1,315,959 |           |  | $ | 1,216,822 |        
|Cost of products sold                                          |                            |               | 1,098,875 |           |  |   | 1,048,760 |        
|                                                               |                            |               |           |           |  |   |           |        
|                                                               | Gross margin               |               |           | 217,084   |  |   |           | 168,062 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 99,376    |           |  |   | 99,483    |        
|                                                               |                            |               |           |           |  |   |           |        
|                                                               | Operating income           |               |           | 117,708   |  |   |           | 68,579  | 
|Other income (expense), net                                    |                            |               | (1,071    | )         |  |   | (10,187   | )      
|Interest income                                                |                            |               | 874       |           |  |   | 1,112     |        
|Interest expense                                               |                            |               | 34,653    |           |  |   | 37,779    |        
|                                                               |                            |               |           |           |  |   |           |        
|                                                               | Income before income taxes |               |           | 82,858    |  |   |           | 21,725  | 
|Income taxes                                                   |                            |               | 14,915    |           |  |   | 3,824     |        
|                                                               |                            |               |           |           |  |   |           |        
|                                                               | Net income                 |               | $         | 67,943    |  |   | $         | 17,901  | 
|                                                               |                            |               |           |           |  |   |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

3



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


(In thousands)


|                                                               |                            |                 |           |               |  |             |           |         |  |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | --------------- | --------- | ------------- |  | ----------- | --------- | ------- |  | - | --------- | ------- | 
|                                                               |                            |                 |           |              
|                                                               |                            | Half Year Ended |           | Quarter Ended
|                                                               |                            |                 |           |              
|                                                               |                            | June 19,        |           | June 14,      |  | March 22,  
|                                                               |                            | 2004            |           | 2003          |  | 2003       
|                                                               |                            |                 |           |               |  |            
|                                                               |                            | Successor       |           | Successor     |  | Predecessor
|                                                               |                            |                 |           |               |  |            
|Revenues, net                                                  |                            | $               | 2,570,543 |               |  | $           | 1,216,822 |         |  | $ | 1,073,170 |        
|Cost of products sold                                          |                            |                 | 2,150,553 |               |  |             | 1,048,760 |         |  |   | 895,039   |        
|                                                               |                            |                 |           |               |  |             |           |         |  |   |           |        
|                                                               | Gross margin               |                 |           | 419,990       |  |             |           | 168,062 |  |   |           | 178,131 | 
|Selling, marketing and general and administrative
    expenses |                            |                 | 194,794   |               |  |             | 99,483    |         |  |   | 89,341    |        
|                                                               |                            |                 |           |               |  |             |           |         |  |   |           |        
|                                                               | Operating income           |                 |           | 225,196       |  |             |           | 68,579  |  |   |           | 88,790  | 
|Other income (expense), net                                    |                            |                 | (733      | )             |  |             | (10,187   | )       |  |   | 2,045     |        
|Interest income                                                |                            |                 | 1,796     |               |  |             | 1,112     |         |  |   | 2,700     |        
|Interest expense                                               |                            |                 | 69,394    |               |  |             | 37,779    |         |  |   | 19,647    |        
|                                                               |                            |                 |           |               |  |             |           |         |  |   |           |        
|                                                               | Income before income taxes |                 |           | 156,865       |  |             |           | 21,725  |  |   |           | 73,888  | 
|Income taxes                                                   |                            |                 | 28,088    |               |  |             | 3,824     |         |  |   | 13,100    |        
|                                                               |                            |                 |           |               |  |             |           |         |  |   |           |        
|                                                               | Net income                 |                 | $         | 128,777       |  |             | $         | 17,901  |  |   | $         | 60,788  | 
|                                                               |                            |                 |           |               |  |             |           |         |  |   |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

4



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED BALANCE
SHEETS


(Unaudited)


(In thousands, except share data)


|                                                                                            |                                                                                      |                                                |           |            |           |  |           |         |           | 
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ---------------------------------------------- | --------- | ---------- | --------- |  | --------- | ------- | --------- | 
|                                                                                            |                                                                                      | June 19,                                       |           | January 3,
|                                                                                            |                                                                                      | 2004                                           |           | 2004      
|                                                                                            |                                                                                      |                                                |           |           
|                                                                                            |                                                                                      | Successor                                      |           | Successor 
|                                                                                            |                                                                                      |                                                |           |           
|ASSETS                                                                                     
|Current Assets:                                                                             |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Cash and cash equivalents                                                            |                                                | $         | 67,965     |           |  | $         | 33,482  |          
|                                                                                            | Receivables, net of allowances of $68,039 and
    $70,596                            |                                                |           | 658,841    |           |  |           | 560,249 |          
|                                                                                            | Inventories                                                                          |                                                |           | 459,097    |           |  |           | 409,805 |          
|                                                                                            | Prepaid expenses                                                                     |                                                |           | 53,910     |           |  |           | 54,562  |          
|                                                                                            | Deferred income tax assets                                                           |                                                |           | 47,785     |           |  |           | 48,075  |          
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total current assets                           |           |            | 1,287,598 |  |           |         | 1,106,173 | 
|Investments                                                                                 |                                                                                      |                                                | 83,688    |            |           |  | 83,059    |        
|Property, plant and equipment, net of accumulated
    depreciation of $490,237 and $393,965 |                                                                                      |                                                | 1,506,299 |            |           |  | 1,469,879 |        
|Goodwill and intangible assets, net                                                         |                                                                                      |                                                | 1,251,485 |            |           |  | 1,188,610 |        
|Other assets, net                                                                           |                                                                                      |                                                | 149,585   |            |           |  | 140,163   |        
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total assets                                   |           | $          | 4,278,655 |  |           | $       | 3,987,884 | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                                   
|Current Liabilities:                                                                        |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Accounts payable and accrued liabilities                                             |                                                | $         | 791,165    |           |  | $         | 779,242 |          
|                                                                                            | Current portion of long-term debt                                                    |                                                |           | 38,266     |           |  |           | 45,627  |          
|                                                                                            | Notes payable                                                                        |                                                |           | 1,786      |           |  |           | 1,948   |          
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total current liabilities                      |           |            | 831,217   |  |           |         | 826,817   | 
|Long-term debt                                                                              |                                                                                      |                                                | 1,930,679 |            |           |  | 1,803,525 |        
|Deferred income tax liabilities                                                             |                                                                                      |                                                | 441,095   |            |           |  | 451,431   |        
|Other long-term liabilities                                                                 |                                                                                      |                                                | 467,170   |            |           |  | 422,924   |        
|Minority interests                                                                          |                                                                                      |                                                | 29,591    |            |           |  | 26,759    |        
|Contingencies (Note 11)                                                                     |                                                                                      |                                                |           |            |           |  |           |        
|Shareholders equity:                                                                       |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            | Common stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding |                                                |           |           |           |  |           |        |          
|                                                                                            | Additional paid-in capital                                                           |                                                |           | 340,032    |           |  |           | 340,032 |          
|                                                                                            | Retained earnings                                                                    |                                                |           | 236,810    |           |  |           | 118,033 |          
|                                                                                            | Accumulated other comprehensive income (loss)                                        |                                                |           | 2,061      |           |  |           | (1,637  | )        
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total shareholders equity                     |           |            | 578,903   |  |           |         | 456,428   | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        
|                                                                                            |                                                                                      | Total liabilities and shareholders
    equity |           | $          | 4,278,655 |  |           | $       | 3,987,884 | 
|                                                                                            |                                                                                      |                                                |           |            |           |  |           |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

5



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##### Table of Contents



DOLE FOOD COMPANY, INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

(Unaudited)


(In thousands)


|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |         |  
|-------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------- | -------- | ------------- | - | ----------- | ---------- | ------- | - | - | ------- | ------- | -
|                                                                                                   |                                          |                 |          |              
|                                                                                                   |                                          | Half Year Ended |          | Quarter Ended
|                                                                                                   |                                          |                 |          |              
|                                                                                                   |                                          | June 19,        |          | June 14,      |   | March 22,  
|                                                                                                   |                                          | 2004            |          | 2003          |   | 2003       
|                                                                                                   |                                          |                 |          |               |   |            
|                                                                                                   |                                          | Successor       |          | Successor     |   | Predecessor
|                                                                                                   |                                          |                 |          |               |   |            
|Operating activities                                                                               |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Net income                                                                                         |                                          | $               | 128,777  |               |   | $           | 17,901     |         |   | $ | 60,788  |        
|Adjustments to reconcile net income to cash flow
    provided by operating activities:             |                                          |                 |          |               |   |             |            |         |   |   |         |        
|                                                                                                   | Depreciation and amortization            |                 |          | 63,674        |   |             |            | 31,338  |   |   |         | 25,051  |  
|                                                                                                   | Purchase accounting step-up of inventory |                 |          |              |   |             |            | 38,625  |   |   |         |        |  
|                                                                                                   | Net (gain) loss on disposal of assets    |                 |          | (2,724        | ) |             |            |        |   |   |         | 1,884   |  
|                                                                                                   | Equity earnings                          |                 |          | (3,303        | ) |             |            | (1,546  | ) |   |         | (2,922  | )
|                                                                                                   | Provision for deferred income taxes      |                 |          | 13,650        |   |             |            | 1,216   |   |   |         | 2,201   |  
|                                                                                                   | Write-off of debt issuance costs         |                 |          | 1,482         |   |             |            | 11,603  |   |   |         |        |  
|                                                                                                   | Amortization of debt issuance costs      |                 |          | 4,204         |   |             |            | 2,139   |   |   |         | 244     |  
|                                                                                                   | Other                                    |                 |          | 6,550         |   |             |            | 1,867   |   |   |         | 2,616   |  
|Changes in operating assets and liabilities, net
    of effects from non-cash transactions:        |                                          |                 |          |               |   |             |            |         |   |   |         |        
|                                                                                                   | Receivables                              |                 |          | (110,344      | ) |             |            | (23,690 | ) |   |         | (78,749 | )
|                                                                                                   | Inventories                              |                 |          | (4,138        | ) |             |            | 32,174  |   |   |         | (6,195  | )
|                                                                                                   | Prepaid expenses and other assets        |                 |          | (7,286        | ) |             |            | 3,998   |   |   |         | (5,254  | )
|                                                                                                   | Accounts payable and accrued liabilities |                 |          | 30,357        |   |             |            | 21,408  |   |   |         | 5,253   |  
|                                                                                                   | Other long-term liabilities              |                 |          | 2,981         |   |             |            | 3,733   |   |   |         | (3,104  | )
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Cash flow provided by operating activities                                                         |                                          |                 | 123,880  |               |   |             | 140,766    |         |   |   | 1,813   |        
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Investing activities                                                                               |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Proceeds from sales of assets                                                                      |                                          |                 | 3,988    |               |   |             | 34,351     |         |   |   | 1,743   |        
|Investments and acquisitions                                                                       |                                          |                 | (167,033 | )             |   |             | (1,025     | )       |   |   |        |        
|Capital additions                                                                                  |                                          |                 | (28,021  | )             |   |             | (46,364    | )       |   |   | (4,235  | )      
|Repurchase of common stock and settlement of
    stock options in going-private merger transaction |                                          |                 | (1,300   | )             |   |             | (1,462,696 | )       |   |   |        |        
|Transaction costs paid in going-private merger
    transaction                                     |                                          |                 | (325     | )             |   |             | (60,295    | )       |   |   |        |        
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Cash flow used in investing activities                                                             |                                          |                 | (192,691 | )             |   |             | (1,536,029 | )       |   |   | (2,492  | )      
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Financing activities                                                                               |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Short-term debt borrowings                                                                         |                                          |                 | 12,225   |               |   |             | 168        |         |   |   | 7,936   |        
|Short-term debt repayments                                                                         |                                          |                 | (12,400  | )             |   |             | (4,337     | )       |   |   | (6,834  | )      
|Long-term debt borrowings, net of debt issuance
    costs                                          |                                          |                 | 489,530  |               |   |             | 1,797,573  |         |   |   | 5,034   |        
|Long-term debt repayments                                                                          |                                          |                 | (372,777 | )             |   |             | (1,070,475 | )       |   |   | (6,777  | )      
|Capital contribution by DHM Holding Company, Inc.                                                  |                                          |                 |         |               |   |             | 125,000    |         |   |   |        |        
|Proceeds from issuance of common stock                                                             |                                          |                 |         |               |   |             |           |         |   |   | 2,768   |        
|Dividends paid to minority shareholders                                                            |                                          |                 | (918     | )             |   |             | (1,055     | )       |   |   |        |        
|Dividends paid                                                                                     |                                          |                 | (10,000  | )             |   |             |           |         |   |   | (8,440  | )      
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Cash flow provided by (used in) financing
    activities                                           |                                          |                 | 105,660  |               |   |             | 846,874    |         |   |   | (6,313  | )      
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Effect of foreign exchange rate changes on cash
    and cash equivalents                           |                                          |                 | (2,366   | )             |   |             | 3,405      |         |   |   | 1,025   |        
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Increase (decrease) in cash and cash equivalents                                                   |                                          |                 | 34,483   |               |   |             | (544,984   | )       |   |   | (5,967  | )      
|Cash and cash equivalents at beginning of period                                                   |                                          |                 | 33,482   |               |   |             | 641,000    |         |   |   | 646,967 |        
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        
|Cash and cash equivalents at end of period                                                         |                                          | $               | 67,965   |               |   | $           | 96,016     |         |   | $ | 641,000 |        
|                                                                                                   |                                          |                 |          |               |   |             |            |         |   |   |         |        

See Accompanying Notes to Condensed
Consolidated Financial Statements

6



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##### Table of Contents



DOLE FOOD COMPANY, INC.




NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)




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

In the opinion of management, the accompanying
unaudited condensed consolidated financial statements of Dole
Food Company, Inc. and its consolidated subsidiaries
(Dole or the Company) include all
adjustments necessary, which are of a normal recurring nature,
to present fairly the Companys financial position as of
June 19, 2004 and January 3, 2004; its results of
operations for the quarters and half years ended June 19,
2004 and June 14, 2003; and its cash flows for the half
years then ended. The Company operates under a 52/53-week year.
The quarters ended June 19, 2004 and June 14, 2003 are
twelve weeks in duration. For a summary of significant
accounting policies used in the preparation of these financial
statements, refer to the Notes to Consolidated Financial
Statements in Item 8 of the Companys Annual Report on
Form 10-K (Form 10-K) for the year ended
January 3, 2004.

On March 28, 2003, the Company completed the
going-private merger transaction with DHM Holding Company, Inc.
(HoldCo) described in the Companys
Form 10-K for the year ended January 3, 2004. As a
result of this transaction, the Companys results of
operations, financial position and cash flows prior to the date
of the going-private merger transaction are presented as the
Predecessor. The going-private merger transaction
and the Companys results of operations, financial position
and cash flows thereafter are presented as the
Successor.

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

Interim results are subject to seasonal
variations and are not necessarily indicative of the results of
operations for a full year. The Companys operations are
sensitive to a number of factors including weather-related
phenomena and their effects on industry volumes, prices, product
quality and costs. Operations are also sensitive to fluctuations
in currency exchange rates in both sourcing and selling
locations as well as economic crises and security risks in
developing countries. For additional information on market risks
and related matters affecting the Companys financial
position and results of operations, refer to the Companys
Form 10-K for the year ended January 3, 2004.

Certain prior year amounts have been reclassified
to conform with the 2004 presentation.



|   |             
|-- | ------------
|2. | INCOME TAXES

As a result of the consummation of the
going-private merger transaction described in Note 1,
income tax expense of $13.1 million for the quarter ended
March 22, 2003 was based on earnings for the period from
December 29, 2002 through March 22, 2003, to reflect
the final separate financial reporting period for the Company in
its predecessor form. After the consummation of the
going-private merger transaction, the results of operations are
attributable to the new successor company.

For the periods presented, the Companys
effective income tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower
than the U.S. rate. No U.S. taxes have been provided
on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

7



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |                     
|-- | --------------------
|3. | COMPREHENSIVE INCOME

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

|                                                                        |  |               |        |           |  |   |        |  
|----------------------------------------------------------------------- |  | ------------- | ------ | --------- |  | - | ------ | -
|                                                                        |  |              
|                                                                        |  | Quarter Ended
|                                                                        |  |              
|                                                                        |  | June 19,      |        | June 14, 
|                                                                        |  | 2004          |        | 2003     
|                                                                        |  |               |        |          
|                                                                        |  | Successor     |        | Successor
|                                                                        |  |               |        |          
|Net income                                                              |  | $             | 67,943 |           |  | $ | 17,901 |  
|Unrealized foreign currency translation gain
    (loss), net            |  |               | (1,334 | )         |  |   | 13,088 |  
|Reclassification of realized cash flow hedging
    losses to net income |  |               | 2,821  |           |  |   | 518    |  
|Unrealized net gain (loss) on cash flow hedging
    instruments         |  |               | 4,182  |           |  |   | (9,776 | )
|                                                                        |  |               |        |           |  |   |        |  
|Comprehensive income                                                    |  | $             | 73,612 |           |  | $ | 21,731 |  
|                                                                        |  |               |        |           |  |   |        |  

|                                                                        |  |                 |         |               |  |             |        |   |  |   |        |  
|----------------------------------------------------------------------- |  | --------------- | ------- | ------------- |  | ----------- | ------ | - |  | - | ------ | -
|                                                                        |  |                 |         |              
|                                                                        |  | Half Year Ended |         | Quarter Ended
|                                                                        |  |                 |         |              
|                                                                        |  | June 19,        |         | June 14,      |  | March 22,  
|                                                                        |  | 2004            |         | 2003          |  | 2003       
|                                                                        |  |                 |         |               |  |            
|                                                                        |  | Successor       |         | Successor     |  | Predecessor
|                                                                        |  |                 |         |               |  |            
|Net income                                                              |  | $               | 128,777 |               |  | $           | 17,901 |   |  | $ | 60,788 |  
|Unrealized foreign currency translation gain
    (loss), net            |  |                 | (7,844  | )             |  |             | 13,088 |   |  |   | (195   | )
|Reclassification of realized cash flow hedging
    losses to net income |  |                 | 6,605   |               |  |             | 518    |   |  |   | 586    |  
|Unrealized net gain (loss) on cash flow hedging
    instruments         |  |                 | 4,937   |               |  |             | (9,776 | ) |  |   | 3,606  |  
|                                                                        |  |                 |         |               |  |             |        |   |  |   |        |  
|Comprehensive income                                                    |  | $               | 132,475 |               |  | $           | 21,731 |   |  | $ | 64,785 |  
|                                                                        |  |                 |         |               |  |             |        |   |  |   |        |  



|   |            
|-- | -----------
|4. | INVENTORIES

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

|                                   |  |           |         |            |  |   |         | 
|---------------------------------- |  | --------- | ------- | ---------- |  | - | ------- | 
|                                   |  | June 19,  |         | January 3,
|                                   |  | 2004      |         | 2004      
|                                   |  |           |         |           
|                                   |  | Successor |         | Successor 
|                                   |  |           |         |           
|Finished products                  |  | $         | 231,780 |            |  | $ | 175,049 | 
|Raw materials and work in progress |  |           | 108,251 |            |  |   | 101,621 | 
|Crop-growing costs                 |  |           | 66,710  |            |  |   | 81,106  | 
|Operating supplies and other       |  |           | 52,356  |            |  |   | 52,029  | 
|                                   |  |           |         |            |  |   |         | 
|                                   |  | $         | 459,097 |            |  | $ | 409,805 | 
|                                   |  |           |         |            |  |   |         | 



|   |                                                                      
|-- | ---------------------------------------------------------------------
|5. | BUSINESS ACQUISITION AND ALLOCATION OF
    PRELIMINARY PURCHASE PRICE

In June 2004, the Company acquired all of the
outstanding capital stock of Wood Holdings, Inc.
(JR Wood), a privately held frozen fruit
producer and manufacturer. The acquisition of JR Wood allows the
Company to expand its packaged foods product line and is a
natural extension of the Dole brand into the frozen fruit
section of the produce industry. The total purchase price,
including transaction expenses, was $171.5 million in cash.
This amount includes an estimate of $4.9 million payable to
the selling shareholders for the reimbursement of certain tax
liabilities incurred by the sellers as a result of the
transaction. The results of operations of JR Wood have been
included in the Companys consolidated results of
operations from June 8, 2004, the effective date of
acquisition. Pro forma financial information is not presented,
as it is not material.

8



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Due to the acquisition closing late in the
Companys second quarter, certain asset valuations have not
yet been completed. Accordingly, a preliminary purchase price
allocation has been prepared based on information available to
management at the date of filing of these condensed consolidated
financial statements. Reasonable changes to the values of
long-lived assets and goodwill are expected as additional
information becomes available. The following represents the
estimated values attributable to the assets acquired and
liabilities assumed as of the date of the acquisition.

|                              |  |   |         | 
|----------------------------- |  | - | ------- | 
|(In thousands)                |  |   |         | 
|                             
|Current assets                |  | $ | 61,248  | 
|Property, plant and equipment |  |   | 62,177  | 
|Intangible assets             |  |   | 10,000  | 
|Goodwill                      |  |   | 57,815  | 
|Other assets                  |  |   | 105     | 
|                              |  |   |         | 
|Total assets acquired         |  |   | 191,345 | 
|Current liabilities           |  |   | 19,741  | 
|Other long-term liabilities   |  |   | 87      | 
|                              |  |   |         | 
|Total liabilities assumed     |  |   | 19,828  | 
|                              |  |   |         | 
|Net assets acquired           |  | $ | 171,517 | 
|                              |  |   |         | 

Expected synergies of the combined operations and
the ability to readily leverage the Dole brand in the frozen
fruit business were the primary factors that contributed to a
purchase price that resulted in the recognition of goodwill.
Goodwill has been included in the Companys packaged foods
segment and is fully deductible for tax purposes over a 15-year
period.

The $10 million allocated to intangible
assets is a preliminary valuation of customer relationships with
finite lives. It is expected that these customer relationships
will be amortized over approximately 10 years. Refer to
Note 6 for additional information on goodwill and acquired
intangible assets.



|   |                               
|-- | ------------------------------
|6. | GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets were as follows
(in thousands):

|                  |  |           |           |            |  |   |           | 
|----------------- |  | --------- | --------- | ---------- |  | - | --------- | 
|                  |  | June 19,  |           | January 3,
|                  |  | 2004      |           | 2004      
|                  |  |           |           |           
|                  |  | Successor |           | Successor 
|                  |  |           |           |           
|Goodwill          |  | $         | 506,598   |            |  | $ | 448,751   | 
|Intangible assets |  |           | 744,887   |            |  |   | 739,859   | 
|                  |  |           |           |            |  |   |           | 
|                  |  | $         | 1,251,485 |            |  | $ | 1,188,610 | 
|                  |  |           |           |            |  |   |           | 

9



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


The goodwill balance at January 3, 2004
resulted primarily from the going-private merger transaction
(Note 1). The increase in goodwill from January 3,
2004 to June 19, 2004 is primarily due to the acquisition
of JR Wood (Note 5). Details of the Companys
intangible assets were as follows (in thousands):

|                                                      |                                                          |           |         |            |  |   |         |         | 
|----------------------------------------------------- | -------------------------------------------------------- | --------- | ------- | ---------- |  | - | ------- | ------- | 
|                                                      |                                                          | June 19,  |         | January 3,
|                                                      |                                                          | 2004      |         | 2004      
|                                                      |                                                          |           |         |           
|                                                      |                                                          | Successor |         | Successor 
|                                                      |                                                          |           |         |           
|Amortized intangible assets:                          |                                                          |           |         |            |  |   |         |        
|                                                      | Customer relationships                                   |           | $       | 38,351     |  |   | $       | 28,351  | 
|                                                      | Licenses                                                 |           |         | 20,688     |  |   |         | 20,688  | 
|                                                      | Other amortized intangible assets                        |           |         | 9,311      |  |   |         | 9,039   | 
|                                                      |                                                          |           |         |            |  |   |         |        
|                                                      |                                                          |           | 68,350  |            |  |   | 58,078  |        
|Accumulated amortization  customer
    relationships |                                                          |           | (3,489  | )          |  |   | (2,181  | )      
|Accumulated amortization  licenses                   |                                                          |           | (9,194  | )          |  |   | (5,747  | )      
|Other accumulated amortization                        |                                                          |           | (5,298  | )          |  |   | (4,809  | )      
|                                                      |                                                          |           |         |            |  |   |         |        
|Accumulated amortization  intangible
    assets      |                                                          |           | (17,981 | )          |  |   | (12,737 | )      
|Intangible assets, net                                |                                                          |           | 50,369  |            |  |   | 45,341  |        
|Unamortized intangible assets:                        |                                                          |           |         |            |  |   |         |        
|                                                      | Trademark, trade names and other related
    intangibles |           |         | 694,518    |  |   |         | 694,518 | 
|                                                      |                                                          |           |         |            |  |   |         |        
|Total intangible assets, net                          |                                                          | $         | 744,887 |            |  | $ | 739,859 |        
|                                                      |                                                          |           |         |            |  |   |         |        

Amortization expense of intangible assets totaled
$2.5 million, $5.3 million and $2.4 million for
the quarter ended June 19, 2004, half year ended
June 19, 2004 and quarter ended June 14, 2003,
respectively. There was no amortization expense related to
intangible assets during the quarter ended March 22, 2003.
As of June 19, 2004, the estimated remaining amortization
expense associated with the Companys intangible assets in
each of the next five fiscal years is as follows (in thousands):

|            |  |        |        | 
|----------- |  | ------ | ------ | 
|Fiscal Year |  | Amount
|            |  |       
|2004        |  | $      | 5,926  | 
|2005        |  | $      | 11,006 | 
|2006        |  | $      | 3,481  | 
|2007        |  | $      | 2,835  | 
|2008        |  | $      | 2,835  | 

Due to the preliminary nature of the purchase
price allocation, the above amounts exclude any future
amortization expense of intangible assets acquired in connection
with the JR Wood acquisition. Based on the preliminary purchase
price allocation (Note 5), amortization expense of these
intangible assets would approximate $1 million per year.

The Company performed its annual impairment
review of goodwill and indefinite-lived intangible assets
pursuant to Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets(FAS 142), during the second quarter of fiscal 2004.
This review indicated no impairment to goodwill or any of the
Companys intangible assets.

10



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)




|   |               
|-- | --------------
|7. | LONG-TERM DEBT

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

|                          |                                                                                                     |           |           |            |  |   |           |         | 
|------------------------- | --------------------------------------------------------------------------------------------------- | --------- | --------- | ---------- |  | - | --------- | ------- | 
|                          |                                                                                                     | June 19,  |           | January 3,
|                          |                                                                                                     | 2004      |           | 2004      
|                          |                                                                                                     |           |           |           
|                          |                                                                                                     | Successor |           | Successor 
|                          |                                                                                                     |           |           |           
|Unsecured debt:           |                                                                                                     |           |           |            |  |   |           |        
|                          | 8.625% notes due 2009                                                                               |           | $         | 400,000    |  |   | $         | 400,000 | 
|                          | 7.25% notes due 2010                                                                                |           |           | 400,000    |  |   |           | 400,000 | 
|                          | 8.875% notes due 2011                                                                               |           |           | 475,000    |  |   |           | 475,000 | 
|                          | 8.75% debentures due 2013                                                                           |           |           | 155,000    |  |   |           | 155,000 | 
|Secured debt:             |                                                                                                     |           |           |            |  |   |           |        
|                          | Revolving credit facility                                                                           |           |           | 34,750     |  |   |           | 20,000  | 
|                          | Term loan facilities                                                                                |           |           | 409,926    |  |   |           | 305,000 | 
|                          | Contracts and notes due 20042009, at a
    weighted-average interest rate of 8.02% (5.64% in 2003) |           |           | 3,006      |  |   |           | 2,598   | 
|Capital lease obligations |                                                                                                     |           | 93,105    |            |  |   | 93,550    |        
|Unamortized debt discount |                                                                                                     |           | (1,842    | )          |  |   | (1,996    | )      
|                          |                                                                                                     |           |           |            |  |   |           |        
|                          |                                                                                                     |           | 1,968,945 |            |  |   | 1,849,152 |        
|Current maturities        |                                                                                                     |           | (38,266   | )          |  |   | (45,627   | )      
|                          |                                                                                                     |           |           |            |  |   |           |        
|                          |                                                                                                     | $         | 1,930,679 |            |  | $ | 1,803,525 |        
|                          |                                                                                                     |           |           |            |  |   |           |        

The Company amortized deferred debt costs of
$2.1 million, $4.2 million, $2.1 million and
$0.2 million during the quarter and half year ended
June 19, 2004 and quarters ended June 14, 2003 and
March 22, 2003, respectively. Weighted-average interest
rates on the revolving credit and term loan facilities were
approximately 5.25% and 4.08%, respectively, at June 19,
2004. At June 19, 2004, the Company had approximately
$180.5 million available under the $300 million
revolving credit portion of the senior secured credit facilities.

In February 2004, the Company executed a fourth
amendment to its senior secured credit facility agreement. Under
the fourth amendment, HoldCo transferred all of the outstanding
capital stock of the Company to a new intermediate holding
company, Dole Holding Company, LLC. The fourth amendment also
permits Dole Holding Company, LLC to issue up to
$250 million of senior notes that would be structurally
subordinated to Doles existing senior notes and
debentures. The proceeds of any such senior note offerings would
be required to promptly be either: (a) contributed or
loaned to the Company to repay its revolving loans or for its
other working capital or general corporate purposes, or
(b) loaned or dividended to DHM Holding Company, Inc. for
investment in a company formed by DHM Holding Company, Inc. for
the development, construction and operation of a wellbeing
center/hotel/spa/conference center/studio and reasonably related
extensions thereof. In addition, among other provisions, the
amendment permits the Company to pay dividends, subject to
certain restrictions, as defined in the amendment.

In May 2004, the Company executed a fifth
amendment to its senior secured revolving credit facility
agreement. The fifth amendment: (a) permitted the Company
to enter into a new $175 million term loan (Term
Loan E) to finance the acquisition of JR Wood,
(b) reduced the interest rate by 25 basis points on
the pre-existing term loan, (c) increased the permitted
acquisition basket and the incremental term loan size, and
(d) increased the bank debt leverage ratio. Term
Loan E matures in September 2008 and has substantially the
same terms as the pre-existing term loan, except that the term
loan is repayable in a lump sum on the maturity date.

11



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


In July 2004, Dole Holding Company, LLC borrowed
$150 million under a Second Lien Senior Credit Agreement.
As collateral for borrowing under this agreement, Dole Holding
Company, LLC has granted a second lien on the Companys
capital stock. Amounts borrowed under this agreement may be
distributed to HoldCo or contributed and/or loaned to the
Company.

During the quarter and half year ended
June 19, 2004, the Company wrote off approximately
$1.5 million of deferred debt issuance costs as a result of
term loan prepayments.

At June 19, 2004, the Company was in
compliance with all applicable covenants under the senior
secured credit facilities and the indentures to the
Companys senior notes and debentures.



|   |          
|-- | ---------
|8. | DIVIDENDS

During the half year ended June 19, 2004,
the Company declared and paid dividends of $10 million to
its parent company, Dole Holding Company, LLC. Dole Holding
Company, LLC is a Delaware limited liability company and a
direct, wholly owned subsidiary of HoldCo. No dividends were
declared in the quarters ended June 19, 2004 and
June 14, 2003. With respect to the Predecessor, during the
quarter ended March 22, 2003, the Company declared and paid
dividends of approximately $8.4 million on its common
shares representing a quarterly dividend of 15 cents per share.
The Companys ability to declare future dividends is
restricted under the terms of its senior secured credit
facilities and bond indentures.



|   |                       
|-- | ----------------------
|9. | EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for
the Companys U.S. and international pension plans and
other postretirement benefit (OPRB) plans were as
follows (in thousands):

|                                            |                                |                                           |       |               |    |           |     |           |    |   |       |       |     |   |       |       |     |  
|------------------------------------------- | ------------------------------ | ----------------------------------------- | ----- | ------------- | -- | --------- | --- | --------- | -- | - | ----- | ----- | --- | - | ----- | ----- | --- | -
|                                            |                                |                                           |       |              
|                                            |                                | Pension Plans                             |       | OPRB Plans   
|                                            |                                |                                           |       |              
|                                            |                                |                                           |       |              
|                                            |                                | Quarter Ended                             |       | Quarter Ended
|                                            |                                |                                           |       |              
|                                            |                                | June 19,                                  |       | June 14,      |    | June 19,  |     | June 14, 
|                                            |                                | 2004                                      |       | 2003          |    | 2004      |     | 2003     
|                                            |                                |                                           |       |               |    |           |     |          
|                                            |                                | Successor                                 |       | Successor     |    | Successor |     | Successor
|                                            |                                |                                           |       |               |    |           |     |          
|Components of net periodic benefit
    cost |                                |                                           |       |               |    |           |     |           |    |   |       |       |     |   |       |      
|                                            | Service cost                   |                                           | $     | 1,531         |    |           | $   | 1,366     |    |   | $     | 21    |     |   | $     | 20    |    
|                                            | Interest cost                  |                                           |       | 4,746         |    |           |     | 4,897     |    |   |       | 1,096 |     |   |       | 1,087 |    
|                                            | Expected return on plan assets |                                           |       | (4,032        | )  |           |     | (5,643    | )  |   |       |      |     |   |       |      |    
|                                            | Amortization of:               |                                           |       |               |    |           |     |           |    |   |       |       |     |   |       |       |    
|                                            |                                | Unrecognized net loss                     |       |               | 60 |           |     |           | 35 |   |       |       | 6   |   |       |       | 5   |  
|                                            |                                | Unrecognized prior service cost (benefit) |       |               | 15 |           |     |           | 16 |   |       |       | (52 | ) |       |       | (31 | )
|                                            |                                | Unrecognized net transition obligation    |       |               | 10 |           |     |           | 8  |   |       |       |    |   |       |       |    |  
|                                            | Other                          |                                           |       |              |    |           |     | 24        |    |   |       |      |     |   |       |      |    
|                                            |                                |                                           |       |               |    |           |     |           |    |   |       |       |     |   |       |      
|                                            |                                | $                                         | 2,330 |               |    | $         | 703 |           |    | $ | 1,071 |       |     | $ | 1,081 |      
|                                            |                                |                                           |       |               |    |           |     |           |    |   |       |       |     |   |       |      

12



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                            |                                |                                           |       |            |     |             |     |           |    |           |       |             |     |   |       |       |      |   |       |       |     |   |       |       |      |  
|------------------------------------------- | ------------------------------ | ----------------------------------------- | ----- | ---------- | --- | ----------- | --- | --------- | -- | --------- | ----- | ----------- | --- | - | ----- | ----- | ---- | - | ----- | ----- | --- | - | ----- | ----- | ---- | -
|                                            |                                |                                           |       |           
|                                            |                                | Pension Plans                             |       | OPRB Plans
|                                            |                                |                                           |       |           
|                                            |                                | Half Year                                 |       | Quarter    |     | Quarter     |     | Half Year |    | Quarter   |       | Quarter    
|                                            |                                | Ended                                     |       | Ended      |     | Ended       |     | Ended     |    | Ended     |       | Ended      
|                                            |                                | June 19,                                  |       | June 14,   |     | March 22,   |     | June 19,  |    | June 14,  |       | March 22,  
|                                            |                                | 2004                                      |       | 2003       |     | 2003        |     | 2004      |    | 2003      |       | 2003       
|                                            |                                |                                           |       |            |     |             |     |           |    |           |       |            
|                                            |                                | Successor                                 |       | Successor  |     | Predecessor |     | Successor |    | Successor |       | Predecessor
|                                            |                                |                                           |       |            |     |             |     |           |    |           |       |            
|Components of net periodic benefit
    cost |                                |                                           |       |            |     |             |     |           |    |           |       |             |     |   |       |       |      |   |       |       |     |   |       |      
|                                            | Service cost                   |                                           | $     | 3,148      |     |             | $   | 1,366     |    |           | $     | 1,462       |     |   | $     | 44    |      |   | $     | 20    |     |   | $     | 21    |     
|                                            | Interest cost                  |                                           |       | 10,196     |     |             |     | 4,897     |    |           |       | 5,552       |     |   |       | 2,380 |      |   |       | 1,087 |     |   |       | 1,238 |     
|                                            | Expected return on plan assets |                                           |       | (8,786     | )   |             |     | (5,643    | )  |           |       | (6,266      | )   |   |       |      |      |   |       |      |     |   |       |      |     
|                                            | Amortization of:               |                                           |       |            |     |             |     |           |    |           |       |             |     |   |       |       |      |   |       |       |     |   |       |       |     
|                                            |                                | Unrecognized net loss                     |       |            | 118 |             |     |           | 35 |           |       |             | 160 |   |       |       | 12   |   |       |       | 5   |   |       |       | 56   |  
|                                            |                                | Unrecognized prior service cost (benefit) |       |            | 2   |             |     |           | 16 |           |       |             | 76  |   |       |       | (109 | ) |       |       | (31 | ) |       |       | (147 | )
|                                            |                                | Unrecognized net transition obligation    |       |            | 19  |             |     |           | 8  |           |       |             | 22  |   |       |       |     |   |       |       |    |   |       |       |     |  
|                                            | Other                          |                                           |       |           |     |             |     | 24        |    |           |       | 1,017       |     |   |       |      |      |   |       |      |     |   |       |      |     
|                                            |                                |                                           |       |            |     |             |     |           |    |           |       |             |     |   |       |       |      |   |       |       |     |   |       |      
|                                            |                                | $                                         | 4,697 |            |     | $           | 703 |           |    | $         | 2,023 |             |     | $ | 2,327 |       |      | $ | 1,081 |       |     | $ | 1,168 |      
|                                            |                                |                                           |       |            |     |             |     |           |    |           |       |             |     |   |       |       |      |   |       |       |     |   |       |      

In May 2004, the FASB issued FASB Staff Position
No. 106-2, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003(FSP 106-2) in response to a
new law regarding prescription drug benefits under Medicare as
well as a federal subsidy to sponsors of retiree health care
benefit plans. The impact of the subsidy, if any, has not yet
been determined, and as such has not been recognized in the
condensed consolidated financial statements.



|    |                    
|--- | -------------------
|10. | SEGMENT INFORMATION

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

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

13



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


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

|                                  |                          |               |           |           |  |   |           |         | 
|--------------------------------- | ------------------------ | ------------- | --------- | --------- |  | - | --------- | ------- | 
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | June 19,      |           | June 14, 
|                                  |                          | 2004          |           | 2003     
|                                  |                          |               |           |          
|                                  |                          | Successor     |           | Successor
|                                  |                          |               |           |          
|Revenues from external customers: |                          |               |           |           |  |   |           |        
|                                  | Fresh fruit              |               | $         | 910,174   |  |   | $         | 830,737 | 
|                                  | Fresh vegetables         |               |           | 212,518   |  |   |           | 199,973 | 
|                                  | Packaged foods           |               |           | 139,221   |  |   |           | 134,482 | 
|                                  | Fresh-cut flowers        |               |           | 45,985    |  |   |           | 44,201  | 
|                                  | Other operating segments |               |           | 8,061     |  |   |           | 7,429   | 
|                                  |                          |               |           |           |  |   |           |        
|                                  |                          | $             | 1,315,959 |           |  | $ | 1,216,822 |        
|                                  |                          |               |           |           |  |   |           |        

|                           |                          |               |        |           |   |   |        |         |  
|-------------------------- | ------------------------ | ------------- | ------ | --------- | - | - | ------ | ------- | -
|                           |                          |              
|                           |                          | Quarter Ended
|                           |                          |              
|                           |                          | June 19,      |        | June 14, 
|                           |                          | 2004          |        | 2003     
|                           |                          |               |        |          
|                           |                          | Successor     |        | Successor
|                           |                          |               |        |          
|EBIT:                      |                          |               |        |           |   |   |        |        
|                           | Fresh fruit              |               | $      | 93,260    |   |   | $      | 80,956  |  
|                           | Fresh vegetables         |               |        | 17,837    |   |   |        | 18,360  |  
|                           | Packaged foods           |               |        | 17,268    |   |   |        | (5,817  | )
|                           | Fresh-cut flowers        |               |        | 4,590     |   |   |        | (1,110  | )
|                           | Other operating segments |               |        | 304       |   |   |        | (245    | )
|                           |                          |               |        |           |   |   |        |        
|                           | Total operating segments |               |        | 133,259   |   |   |        | 92,144  |  
|                           | Corporate and other      |               |        | (15,748   | ) |   |        | (32,640 | )
|Interest expense           |                          |               | 34,653 |           |   |   | 37,779 |        
|                           |                          |               |        |           |   |   |        |        
|Income before income taxes |                          | $             | 82,858 |           |   | $ | 21,725 |        
|                           |                          |               |        |           |   |   |        |        

14



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


|                                  |                          |                 |           |               |   |             |           |         |   |   |           |         |  
|--------------------------------- | ------------------------ | --------------- | --------- | ------------- | - | ----------- | --------- | ------- | - | - | --------- | ------- | -
|                                  |                          |                 |           |              
|                                  |                          | Half Year Ended |           | Quarter Ended
|                                  |                          |                 |           |              
|                                  |                          | June 19,        |           | June 14,      |   | March 22,  
|                                  |                          | 2004            |           | 2003          |   | 2003       
|                                  |                          |                 |           |               |   |            
|                                  |                          | Successor       |           | Successor     |   | Predecessor
|(in thousands)                    |                          |                 |           |               |   |            
|Revenues from external customers: |                          |                 |           |               |   |             |           |         |   |   |           |        
|                                  | Fresh fruit              |                 | $         | 1,783,496     |   |             | $         | 830,737 |   |   | $         | 725,115 |  
|                                  | Fresh vegetables         |                 |           | 412,601       |   |             |           | 199,973 |   |   |           | 176,865 |  
|                                  | Packaged foods           |                 |           | 266,794       |   |             |           | 134,482 |   |   |           | 116,712 |  
|                                  | Fresh-cut flowers        |                 |           | 95,544        |   |             |           | 44,201  |   |   |           | 48,506  |  
|                                  | Other operating segments |                 |           | 12,108        |   |             |           | 7,429   |   |   |           | 5,972   |  
|                                  |                          |                 |           |               |   |             |           |         |   |   |           |        
|                                  |                          | $               | 2,570,543 |               |   | $           | 1,216,822 |         |   | $ | 1,073,170 |        
|                                  |                          |                 |           |               |   |             |           |         |   |   |           |        
|EBIT:                             |                          |                 |           |               |   |             |           |         |   |   |           |        
|                                  | Fresh fruit              |                 | $         | 174,627       |   |             | $         | 80,956  |   |   | $         | 70,174  |  
|                                  | Fresh vegetables         |                 |           | 40,443        |   |             |           | 18,360  |   |   |           | 16,703  |  
|                                  | Packaged foods           |                 |           | 30,312        |   |             |           | (5,817  | ) |   |           | 11,693  |  
|                                  | Fresh-cut flowers        |                 |           | 9,248         |   |             |           | (1,110  | ) |   |           | 6,394   |  
|                                  | Other operating segments |                 |           | 189           |   |             |           | (245    | ) |   |           | 65      |  
|                                  |                          |                 |           |               |   |             |           |         |   |   |           |        
|                                  | Total operating segments |                 |           | 254,819       |   |             |           | 92,144  |   |   |           | 105,029 |  
|                                  | Corporate and other      |                 |           | (28,560       | ) |             |           | (32,640 | ) |   |           | (11,494 | )
|Interest expense                  |                          |                 | 69,394    |               |   |             | 37,779    |         |   |   | 19,647    |        
|                                  |                          |                 |           |               |   |             |           |         |   |   |           |        
|Income before income taxes        |                          | $               | 156,865   |               |   | $           | 21,725    |         |   | $ | 73,888    |        
|                                  |                          |                 |           |               |   |             |           |         |   |   |           |        

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

|                         |  |           |           |            |  |   |           | 
|------------------------ |  | --------- | --------- | ---------- |  | - | --------- | 
|                         |  | June 19,  |           | January 3,
|                         |  | 2004      |           | 2004      
|                         |  |           |           |           
|                         |  | Successor |           | Successor 
|                         |  |           |           |           
|Fresh fruit              |  | $         | 2,260,252 |            |  | $ | 2,177,541 | 
|Fresh vegetables         |  |           | 380,862   |            |  |   | 382,451   | 
|Packaged foods           |  |           | 580,536   |            |  |   | 376,936   | 
|Fresh-cut flowers        |  |           | 143,710   |            |  |   | 144,199   | 
|Other operating segments |  |           | 9,564     |            |  |   | 10,926    | 
|                         |  |           |           |            |  |   |           | 
|Total operating segments |  |           | 3,374,924 |            |  |   | 3,092,053 | 
|Corporate and other      |  |           | 903,731   |            |  |   | 895,831   | 
|                         |  |           |           |            |  |   |           | 
|                         |  | $         | 4,278,655 |            |  | $ | 3,987,884 | 
|                         |  |           |           |            |  |   |           | 

15



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Goodwill has been allocated to the Companys
reporting segments as follows (in thousands):

|                         |  |           |         | 
|------------------------ |  | --------- | ------- | 
|                         |  | June 19, 
|                         |  | 2004     
|                         |  |          
|                         |  | Successor
|                         |  |          
|Fresh fruit              |  | $         | 341,572 | 
|Fresh vegetables         |  |           | 89,025  | 
|Packaged foods           |  |           | 76,001  | 
|Fresh-cut flowers        |  |           |        | 
|Other operating segments |  |           |        | 
|                         |  |           |         | 
|                         |  | $         | 506,598 | 
|                         |  |           |         | 



|    |              
|--- | -------------
|11. | CONTINGENCIES

The Company is a guarantor of indebtedness of
some of its key fruit suppliers and other entities integral to
its operations. As of June 19, 2004 and January 3,
2004, these guarantees primarily consisted of guarantees for
bank loans to its growers and other affiliates of
$4.4 million and $6.7 million, respectively. Grower
guarantees represent guarantees of amounts advanced, under third
party bank agreements, to independent growers that supply the
Company with product. The Company has not historically
experienced any significant losses associated with these
guarantees.

As part of its normal business activities, the
Company and its subsidiaries also provide guarantees to various
regulatory authorities, primarily in Europe, in order to comply
with foreign regulations when operating businesses overseas.
These guarantees relate to customs duties and banana import
license fees that are granted to the European Union member
states agricultural authority. These guarantees are
obtained from commercial banks in the form of letters of credit
or bank guarantees. In addition, the Company issues letters of
credit and bonds through major banking institutions and
insurance companies as required by certain vendor and other
operating agreements. As of June 19, 2004 and
January 3, 2004, total letters of credit and bonds
outstanding were $106.9 million and $91.7 million,
respectively.

The Company also provides various guarantees,
mostly to foreign banks, in the course of its normal business
operations to support the borrowings, leases and other
obligations of its subsidiaries. The Company guaranteed
$164.0 million and $148.1 million of its
subsidiaries obligations to their suppliers and other
third parties as of June 19, 2004 and January 3, 2004,
respectively.

The Company has change of control agreements with
certain key executives, under which severance payments and
benefits would become payable in the event of specified
terminations of employment following a change of control (as
defined) of the Company.

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

16



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


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

Currently there are 566 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Eleven of these lawsuits are currently pending in
various jurisdictions in the United States, with the remainder
pending in Latin America and the Philippines. In the United
States, plaintiffs have twice moved to re-open and remand to
state court two previously dismissed cases pursuant to the
United States Supreme Courts decision in Dole Food
Company, Inc. v. Patrickson. The first such motion was
denied on March 15, 2004. With respect to the second
motion, the Court determined that the cases should be remanded
to the state courts for those courts to determine whether or not
the cases should be reopened. Plaintiffs have also remanded five
other cases to state courts in Texas and Louisiana as a result
of the Patrickson decision. In one of those actions
pending in Texas state court, a trial is scheduled for March
2005, which will involve an initial trial panel of nine out of
378 Costa Rican plaintiffs. Claimed damages in DBCP cases
worldwide total approximately $21.7 billion, with the
lawsuits in Nicaragua representing approximately 81% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.

In Nicaragua, 102 cases have been filed, with the
majority of the lawsuits brought pursuant to Law 364, an
October 2000 Nicaraguan statute that contains substantive and
procedural provisions that Nicaraguas Attorney General
formally opined are unconstitutional. In October 2003, the
Supreme Court of Nicaragua issued an advisory opinion, not
connected with any litigation, that Law 364 is
constitutional.

Thirty six cases are being actively litigated in
civil trial courts in Managua (26), Chinendega (8) and
Puerto Cabezas (2). In all of those cases, the Company has
sought to have the cases returned to the United States pursuant
to Law 364. Notwithstanding, the Chinendega court denied
the Companys request with respect to seven of the eight
cases pending there; and the Managua court denied the
Companys request with respect to seven of the
26 cases pending there. The Companys requests as to
the remaining 22 cases are still pending. Fourteen of the
26 Managua cases have resulted in judgments for the
claimants: $489.4 million (nine cases with 468 claimants)
on December 13, 2002; $82.9 million
(58 claimants) on February 25, 2004;
$15.7 million (20 claimants) and $4 million (four
claimants) on May 25, 2004; $59 million
(72 claimants) on June 14, 2004; and
$64.8 million (86 claimants) on June 15, 2004.

The claimants attempted enforcement of the
December 13, 2002 judgment in the United States resulted in
the dismissal with prejudice of that action by the United States
District Court for the Central District of California on
October 20, 2003. The claimants have appealed to the United
States Court of Appeals for the Ninth Circuit. Dole expects to
prevail in that appeal. The claimants have attempted to enforce
the February 25, 2004 judgment in Ecuador. Dole does not
expect the judgment to be enforced by the Ecuador courts.

17



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


The Company believes that none of the Nicaraguan
civil trial courts judgments will be enforceable against
any Dole entity in the U.S. or in any other country,
because Nicaraguas Law 364 is unconstitutional and
violates international due process. Among other things,
Law 364 is an improper special law directed at
particular parties, it requires defendants to pay large,
non-refundable deposits in order to participate in the
litigation, it provides a severely truncated procedural process,
it establishes irrebuttable presumptions of causation that are
contrary to the evidence and scientific data, and it sets
unreasonable minimum damages that must be awarded.

On December 23, 2003, the Company filed an
action in the United States District Court for the Central
District of California against 934 Nicaraguans seeking, among
other things, declaratory relief against the claimants in eight
of the Managua court actions. This action was dismissed on
July 18, 2004. The Court declined to exercise jurisdiction
over Doles claims for declaratory judgment based on its
finding that there is presently no actual controversy in the
United States between Dole and the DBCP claimants because they
have not sought to enforce an additional Nicaraguan judgment in
the United States.

A lawsuit against the Company and various
manufacturers of DBCP is currently pending in the Superior Court
for the County of Los Angeles on behalf of 25 Nicaraguan banana
workers, who allege that they were injured as a result of
exposure to DBCP and seeking unspecified damages. As to this and
all the DBCP matters, the Company has denied liability and
asserted substantial defenses. Although no assurance can be
given concerning the outcome of these cases, in the opinion of
management, after consultation with legal counsel and based on
past experience defending and settling DBCP claims, the pending
lawsuits are not expected to have a material adverse effect on
the Companys financial condition or results of operations.



|    |                                
|--- | -------------------------------
|12. | GUARANTOR FINANCIAL INFORMATION

In connection with the issuance of the 2011 Notes
in March 2003 and the 2010 Notes in May 2003, the Company and
all of its wholly-owned domestic subsidiaries
(Guarantors) have fully and unconditionally
guaranteed, on a joint and several basis, the Companys
obligations under the related indentures (the
Guarantees). Each Guarantee is subordinated in right
of payment to the Guarantors existing and future senior
debt, including obligations under the senior secured credit
facility, and will rank pari passu with all senior subordinated
indebtedness of the applicable Guarantor. All Guarantors are
100% owned by the Company.

The accompanying guarantor condensed
consolidating financial information is presented on the equity
method of accounting for all periods presented. Under this
method, investments in subsidiaries are recorded at cost and
adjusted for the Companys share in the subsidiaries
cumulative results of operations, capital contributions and
distributions and other changes in equity. Elimination entries
relate primarily to the elimination of investments in
subsidiaries and associated intercompany balances and
transactions. Certain prior year amounts have been reclassified,
including investments in consolidated subsidiaries, to conform
with 2004 presentation.

The following are condensed consolidating
statements of operations of the Company for the quarters ended
June 19, 2004, June 14, 2003, March 22, 2003 and
half year ended June 19, 2004; condensed consolidating
balance sheets as of June 19, 2004 and January 3,
2004; and condensed consolidating statements of cash flows for
the half year ended June 19, 2004 and quarters ended
June 14, 2003 and March 22, 2003.

18



---



##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

SUCCESSOR


For the Quarter Ended June 19,
2004


|                                                               |                            |               |         |            |  |                |         |              |  |       |           |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- |  | -------------- | ------- | ------------ |  | ----- | --------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |  |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |  | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |  |                |         |              |  |      
|(In thousands)                                                 |                            |               |         |            |  |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 108,080 |            |  | $              | 471,907 |              |  | $     | 1,008,477 |         |  | $ | (272,505 | )        |   | $ | 1,315,959 |        
|Cost of products sold                                          |                            |               | 80,971  |            |  |                | 417,358 |              |  |       | 873,051   |         |  |   | (272,505 | )        |   |   | 1,098,875 |        
|                                                               |                            |               |         |            |  |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 27,109     |  |                |         | 54,549       |  |       |           | 135,426 |  |   |          |         |   |   |           | 217,084 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 26,987  |            |  |                | 23,784  |              |  |       | 48,605    |         |  |   |          |          |   |   | 99,376    |        
|                                                               |                            |               |         |            |  |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Operating income           |               |         | 122        |  |                |         | 30,765       |  |       |           | 86,821  |  |   |          |         |   |   |           | 117,708 | 
|Equity in subsidiary income                                    |                            |               | 101,238 |            |  |                | 80,811  |              |  |       |          |         |  |   | (182,049 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (243    | )          |  |                | (163    | )            |  |       | (665      | )       |  |   |         |          |   |   | (1,071    | )      
|Interest income                                                |                            |               | 9       |            |  |                | 56      |              |  |       | 809       |         |  |   |         |          |   |   | 874       |        
|Interest expense                                               |                            |               | 29,998  |            |  |                | 66      |              |  |       | 4,589     |         |  |   |         |          |   |   | 34,653    |        
|                                                               |                            |               |         |            |  |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 71,128     |  |                |         | 111,403      |  |       |           | 82,376  |  |   |          | (182,049 | ) |   |           | 82,858  | 
|Income taxes                                                   |                            |               | 3,185   |            |  |                | 10,322  |              |  |       | 1,408     |         |  |   |         |          |   |   | 14,915    |        
|                                                               |                            |               |         |            |  |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 67,943     |  |                | $       | 101,081      |  |       | $         | 80,968  |  |   | $        | (182,049 | ) |   | $         | 67,943  | 
|                                                               |                            |               |         |            |  |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        

SUCCESSOR

For the Quarter Ended June 14,
2003


|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 109,390 |            |   | $              | 456,313 |              |  | $     | 925,090 |         |  | $ | (273,971 | )        |   | $ | 1,216,822 |        
|Cost of products sold                                          |                            |               | 95,315  |            |   |                | 409,605 |              |  |       | 817,811 |         |  |   | (273,971 | )        |   |   | 1,048,760 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 14,075     |   |                |         | 46,708       |  |       |         | 107,279 |  |   |          |         |   |   |           | 168,062 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 36,790  |            |   |                | 24,621  |              |  |       | 38,072  |         |  |   |         |          |   |   | 99,483    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (22,715    | ) |                |         | 22,087       |  |       |         | 69,207  |  |   |          |         |   |   |           | 68,579  | 
|Equity in subsidiary income                                    |                            |               | 79,474  |            |   |                | 63,041  |              |  |       |        |         |  |   | (142,515 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (3,406  | )          |   |                | 350     |              |  |       | (7,131  | )       |  |   |         |          |   |   | (10,187   | )      
|Interest income                                                |                            |               | 151     |            |   |                | 79      |              |  |       | 882     |         |  |   |         |          |   |   | 1,112     |        
|Interest expense                                               |                            |               | 29,910  |            |   |                | 79      |              |  |       | 7,790   |         |  |   |         |          |   |   | 37,779    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 23,594     |   |                |         | 85,478       |  |       |         | 55,168  |  |   |          | (142,515 | ) |   |           | 21,725  | 
|Income taxes                                                   |                            |               | 5,693   |            |   |                | 6,112   |              |  |       | (7,981  | )       |  |   |         |          |   |   | 3,824     |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 17,901     |   |                | $       | 79,366       |  |       | $       | 63,149  |  |   | $        | (142,515 | ) |   | $         | 17,901  | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        

19



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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

SUCCESSOR


For the Half Year Ended June 19,
2004


|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | --------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 215,695 |            |   | $              | 951,615 |              |  | $     | 1,952,383 |         |  | $ | (549,150 | )        |   | $ | 2,570,543 |        
|Cost of products sold                                          |                            |               | 163,417 |            |   |                | 838,072 |              |  |       | 1,698,214 |         |  |   | (549,150 | )        |   |   | 2,150,553 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 52,278     |   |                |         | 113,543      |  |       |           | 254,169 |  |   |          |         |   |   |           | 419,990 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 53,599  |            |   |                | 46,011  |              |  |       | 95,184    |         |  |   |         |          |   |   | 194,794   |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (1,321     | ) |                |         | 67,532       |  |       |           | 158,985 |  |   |          |         |   |   |           | 225,196 | 
|Equity in subsidiary income                                    |                            |               | 190,207 |            |   |                | 145,412 |              |  |       |          |         |  |   | (335,619 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (486    | )          |   |                | (201    | )            |  |       | (46       | )       |  |   |         |          |   |   | (733      | )      
|Interest income                                                |                            |               | 56      |            |   |                | 129     |              |  |       | 1,611     |         |  |   |         |          |   |   | 1,796     |        
|Interest expense                                               |                            |               | 59,644  |            |   |                | 108     |              |  |       | 9,642     |         |  |   |         |          |   |   | 69,394    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 128,812    |   |                |         | 212,764      |  |       |           | 150,908 |  |   |          | (335,619 | ) |   |           | 156,865 | 
|Income taxes                                                   |                            |               | 35      |            |   |                | 23,758  |              |  |       | 4,295     |         |  |   |         |          |   |   | 28,088    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 128,777    |   |                | $       | 189,006      |  |       | $         | 146,613 |  |   | $        | (335,619 | ) |   | $         | 128,777 | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |           |         |  |   |          |          |   |   |           |        

SUCCESSOR

For the Quarter Ended June 14,
2003


|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------- | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------- |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |         |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |         | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |         |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 109,390 |            |   | $              | 456,313 |              |  | $     | 925,090 |         |  | $ | (273,971 | )        |   | $ | 1,216,822 |        
|Cost of products sold                                          |                            |               | 95,315  |            |   |                | 409,605 |              |  |       | 817,811 |         |  |   | (273,971 | )        |   |   | 1,048,760 |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |         | 14,075     |   |                |         | 46,708       |  |       |         | 107,279 |  |   |          |         |   |   |           | 168,062 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 36,790  |            |   |                | 24,621  |              |  |       | 38,072  |         |  |   |         |          |   |   | 99,483    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |         | (22,715    | ) |                |         | 22,087       |  |       |         | 69,207  |  |   |          |         |   |   |           | 68,579  | 
|Equity in subsidiary income                                    |                            |               | 79,474  |            |   |                | 63,041  |              |  |       |        |         |  |   | (142,515 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (3,406  | )          |   |                | 350     |              |  |       | (7,131  | )       |  |   |         |          |   |   | (10,187   | )      
|Interest income                                                |                            |               | 151     |            |   |                | 79      |              |  |       | 882     |         |  |   |         |          |   |   | 1,112     |        
|Interest expense                                               |                            |               | 29,910  |            |   |                | 79      |              |  |       | 7,790   |         |  |   |         |          |   |   | 37,779    |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |         | 23,594     |   |                |         | 85,478       |  |       |         | 55,168  |  |   |          | (142,515 | ) |   |           | 21,725  | 
|Income taxes                                                   |                            |               | 5,693   |            |   |                | 6,112   |              |  |       | (7,981  | )       |  |   |         |          |   |   | 3,824     |        
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $       | 17,901     |   |                | $       | 79,366       |  |       | $       | 63,149  |  |   | $        | (142,515 | ) |   | $         | 17,901  | 
|                                                               |                            |               |         |            |   |                |         |              |  |       |         |         |  |   |          |          |   |   |           |        

20



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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

PREDECESSOR


For the Quarter Ended March 22,
2003


|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |         | 
|-------------------------------------------------------------- | -------------------------- | ------------- | ------ | ---------- | - | -------------- | ------- | ------------ |  | ----- | ------- | ------ |  | - | -------- | -------- | - | - | --------- | ------- | 
|                                                               |                            | Dole Food     |        |            |   |                |         |              |  |      
|                                                               |                            | Company, Inc. |        | Guarantors |   | Non Guarantors |         | Eliminations |  | Total
|                                                               |                            |               |        |            |   |                |         |              |  |      
|(In thousands)                                                 |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|Revenues, net                                                  |                            | $             | 96,185 |            |   | $              | 432,831 |              |  | $     | 803,294 |        |  | $ | (259,140 | )        |   | $ | 1,073,170 |        
|Cost of products sold                                          |                            |               | 69,640 |            |   |                | 371,625 |              |  |       | 712,914 |        |  |   | (259,140 | )        |   |   | 895,039   |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Gross margin               |               |        | 26,545     |   |                |         | 61,206       |  |       |         | 90,380 |  |   |          |         |   |   |           | 178,131 | 
|Selling, marketing and general and administrative
    expenses |                            |               | 28,887 |            |   |                | 23,285  |              |  |       | 37,169  |        |  |   |         |          |   |   | 89,341    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Operating income (loss)    |               |        | (2,342     | ) |                |         | 37,921       |  |       |         | 53,211 |  |   |          |         |   |   |           | 88,790  | 
|Equity in subsidiary income                                    |                            |               | 73,874 |            |   |                | 51,568  |              |  |       |        |        |  |   | (125,442 | )        |   |   |          |        
|Other income (expense), net                                    |                            |               | (165   | )          |   |                | 119     |              |  |       | 2,091   |        |  |   |         |          |   |   | 2,045     |        
|Interest income                                                |                            |               | 1,179  |            |   |                | 119     |              |  |       | 1,402   |        |  |   |         |          |   |   | 2,700     |        
|Interest expense                                               |                            |               | 17,831 |            |   |                | 28      |              |  |       | 1,788   |        |  |   |         |          |   |   | 19,647    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Income before income taxes |               |        | 54,715     |   |                |         | 89,699       |  |       |         | 54,916 |  |   |          | (125,442 | ) |   |           | 73,888  | 
|Income taxes                                                   |                            |               | (6,073 | )          |   |                | 16,024  |              |  |       | 3,149   |        |  |   |         |          |   |   | 13,100    |        
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        
|                                                               | Net income                 |               | $      | 60,788     |   |                | $       | 73,675       |  |       | $       | 51,767 |  |   | $        | (125,442 | ) |   | $         | 60,788  | 
|                                                               |                            |               |        |            |   |                |         |              |  |       |         |        |  |   |          |          |   |   |           |        

21



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING BALANCE
SHEET

SUCCESSOR


As of June 19, 2004


|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |           |           | 
|---------------------------------------- | ---------------------------------------- | ---------------------------------------------- | - | ---------- | --------- | -------------- | - | ------------ | --------- | ----- | - | --------- | --------- |  | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                         |                                          | Dole Food                                      |   |            |           |                |   |              |           |      
|                                         |                                          | Company, Inc.                                  |   | Guarantors |           | Non Guarantors |   | Eliminations |           | Total
|                                         |                                          |                                                |   |            |           |                |   |              |           |      
|(In thousands)                           |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|ASSETS                                   |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|Current Assets:                          |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Cash and cash equivalents                |                                                | $ | 10,634     |           |                | $ | (11,404      | )         |       | $ | 68,735    |           |  | $ |           |            |   | $ | 67,965    |          
|                                         | Receivables, net of allowances           |                                                |   | 102,726    |           |                |   | 103,418      |           |       |   | 452,697   |           |  |   |           |            |   |   | 658,841   |          
|                                         | Inventories                              |                                                |   | 75,944     |           |                |   | 112,102      |           |       |   | 271,051   |           |  |   |           |            |   |   | 459,097   |          
|                                         | Prepaid expenses                         |                                                |   | 7,055      |           |                |   | 12,861       |           |       |   | 33,994    |           |  |   |           |            |   |   | 53,910    |          
|                                         | Deferred income tax assets               |                                                |   | 23,676     |           |                |   | 23,975       |           |       |   | 134       |           |  |   |           |            |   |   | 47,785    |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current assets                           |   |            | 220,035   |                |   |              | 240,952   |       |   |           | 826,611   |  |   |            |           |   |   |           | 1,287,598 | 
|                                         | Investments                              |                                                |   | 2,325,772  |           |                |   | 1,871,506    |           |       |   | 81,854    |           |  |   | (4,195,444 | )          |   |   | 83,688    |          
|                                         | Property, plant and equipment, net       |                                                |   | 302,955    |           |                |   | 364,015      |           |       |   | 839,329   |           |  |   |           |            |   |   | 1,506,299 |          
|                                         | Goodwill and intangible assets, net      |                                                |   | 791,120    |           |                |   | 104,809      |           |       |   | 355,556   |           |  |   |           |            |   |   | 1,251,485 |          
|                                         | Other assets, net                        |                                                |   | 63,350     |           |                |   | 9,303        |           |       |   | 76,932    |           |  |   |           |            |   |   | 149,585   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Total assets                             |                                                | $ | 3,703,232  |           |                | $ | 2,590,585    |           |       | $ | 2,180,282 |           |  | $ | (4,195,444 | )          |   | $ | 4,278,655 |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|LIABILITIES AND SHAREHOLDERS
    EQUITY |                                          |                                                |   |            |           |                |   |              |           |       |   |          
|Current Liabilities:                     |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Accounts payable and accrued liabilities |                                                | $ | 84,504     |           |                | $ | 278,992      |           |       | $ | 427,669   |           |  | $ |           |            |   | $ | 791,165   |          
|                                         | Current portion of long-term debt        |                                                |   | (335       | )         |                |   | 700          |           |       |   | 37,901    |           |  |   |           |            |   |   | 38,266    |          
|                                         | Notes payable                            |                                                |   |           |           |                |   | 633          |           |       |   | 1,153     |           |  |   |           |            |   |   | 1,786     |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current liabilities                      |   |            | 84,169    |                |   |              | 280,325   |       |   |           | 466,723   |  |   |            |           |   |   |           | 831,217   | 
|                                         | Intercompany payables (receivables)      |                                                |   | 692,214    |           |                |   | (102,008     | )         |       |   | (590,206  | )         |  |   |           |            |   |   |          |          
|                                         | Long-term debt                           |                                                |   | 1,638,243  |           |                |   | 1,323        |           |       |   | 291,113   |           |  |   |           |            |   |   | 1,930,679 |          
|                                         | Deferred income tax liabilities          |                                                |   | 355,555    |           |                |   | 52,446       |           |       |   | 33,094    |           |  |   |           |            |   |   | 441,095   |          
|                                         | Other long-term liabilities              |                                                |   | 354,148    |           |                |   | 34,373       |           |       |   | 78,649    |           |  |   |           |            |   |   | 467,170   |          
|                                         | Minority interests                       |                                                |   |           |           |                |   | 5,519        |           |       |   | 24,072    |           |  |   |           |            |   |   | 29,591    |          
|                                         | Total shareholders equity               |                                                |   | 578,903    |           |                |   | 2,318,607    |           |       |   | 1,876,837 |           |  |   | (4,195,444 | )          |   |   | 578,903   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total liabilities and shareholders
    equity |   | $          | 3,703,232 |                |   | $            | 2,590,585 |       |   | $         | 2,180,282 |  |   | $          | (4,195,444 | ) |   | $         | 4,278,655 | 
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          

22



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING BALANCE
SHEET

SUCCESSOR


As of January 3, 2004


|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |           |           | 
|---------------------------------------- | ---------------------------------------- | ---------------------------------------------- | - | ---------- | --------- | -------------- | - | ------------ | --------- | ----- | - | --------- | --------- |  | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                         |                                          | Dole Food                                      |   |            |           |                |   |              |           |      
|                                         |                                          | Company, Inc.                                  |   | Guarantors |           | Non Guarantors |   | Eliminations |           | Total
|                                         |                                          |                                                |   |            |           |                |   |              |           |      
|(In thousands)                           |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|ASSETS                                   |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|Current Assets:                          |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Cash and cash equivalents                |                                                | $ | 7,424      |           |                | $ | (20,498      | )         |       | $ | 46,556    |           |  | $ |           |            |   | $ | 33,482    |          
|                                         | Receivables, net of allowances           |                                                |   | 124,773    |           |                |   | 80,178       |           |       |   | 355,298   |           |  |   |           |            |   |   | 560,249   |          
|                                         | Inventories                              |                                                |   | 66,567     |           |                |   | 77,716       |           |       |   | 265,522   |           |  |   |           |            |   |   | 409,805   |          
|                                         | Prepaid expenses                         |                                                |   | 9,485      |           |                |   | 12,009       |           |       |   | 33,068    |           |  |   |           |            |   |   | 54,562    |          
|                                         | Deferred income tax assets               |                                                |   | 23,677     |           |                |   | 24,265       |           |       |   | 133       |           |  |   |           |            |   |   | 48,075    |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current assets                           |   |            | 231,926   |                |   |              | 173,670   |       |   |           | 700,577   |  |   |            |           |   |   |           | 1,106,173 | 
|                                         | Investments                              |                                                |   | 1,997,222  |           |                |   | 1,734,747    |           |       |   | 80,891    |           |  |   | (3,729,801 | )          |   |   | 83,059    |          
|                                         | Property, plant and equipment, net       |                                                |   | 298,332    |           |                |   | 311,327      |           |       |   | 860,220   |           |  |   |           |            |   |   | 1,469,879 |          
|                                         | Goodwill and intangible assets, net      |                                                |   | 734,664    |           |                |   | 92,301       |           |       |   | 361,645   |           |  |   |           |            |   |   | 1,188,610 |          
|                                         | Other assets, net                        |                                                |   | 50,104     |           |                |   | 8,685        |           |       |   | 81,374    |           |  |   |           |            |   |   | 140,163   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Total assets                             |                                                | $ | 3,312,248  |           |                | $ | 2,320,730    |           |       | $ | 2,084,707 |           |  | $ | (3,729,801 | )          |   | $ | 3,987,884 |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|LIABILITIES AND SHAREHOLDERS
    EQUITY |                                          |                                                |   |            |           |                |   |              |           |       |   |          
|Current Liabilities:                     |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Accounts payable and accrued liabilities |                                                | $ | 129,251    |           |                | $ | 271,091      |           |       | $ | 378,900   |           |  | $ |           |            |   | $ | 779,242   |          
|                                         | Current portion of long-term debt        |                                                |   | (335       | )         |                |   | 638          |           |       |   | 45,324    |           |  |   |           |            |   |   | 45,627    |          
|                                         | Notes payable                            |                                                |   |           |           |                |   | 888          |           |       |   | 1,060     |           |  |   |           |            |   |   | 1,948     |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total current liabilities                      |   |            | 128,916   |                |   |              | 272,617   |       |   |           | 425,284   |  |   |            |           |   |   |           | 826,817   | 
|                                         | Intercompany payables (receivables)      |                                                |   | 605,902    |           |                |   | (36,122      | )         |       |   | (569,780  | )         |  |   |           |            |   |   |          |          
|                                         | Long-term debt                           |                                                |   | 1,448,338  |           |                |   | 1,494        |           |       |   | 353,693   |           |  |   |           |            |   |   | 1,803,525 |          
|                                         | Deferred income tax liabilities          |                                                |   | 362,596    |           |                |   | 53,250       |           |       |   | 35,585    |           |  |   |           |            |   |   | 451,431   |          
|                                         | Other long-term liabilities              |                                                |   | 310,068    |           |                |   | 33,538       |           |       |   | 79,318    |           |  |   |           |            |   |   | 422,924   |          
|                                         | Minority interests                       |                                                |   |           |           |                |   | 4,494        |           |       |   | 22,265    |           |  |   |           |            |   |   | 26,759    |          
|                                         | Total shareholders equity               |                                                |   | 456,428    |           |                |   | 1,991,459    |           |       |   | 1,738,342 |           |  |   | (3,729,801 | )          |   |   | 456,428   |          
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                          | Total liabilities and shareholders
    equity |   | $          | 3,312,248 |                |   | $            | 2,320,730 |       |   | $         | 2,084,707 |  |   | $          | (3,729,801 | ) |   | $         | 3,987,884 | 
|                                         |                                          |                                                |   |            |           |                |   |              |           |       |   |           |           |  |   |            |            |   |   |          

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

SUCCESSOR


For the Half Year Ended June 19,
2004


|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |          |          |  
|-------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | -------- | -------------- | - | ------------ | ------ | ----- | - | ------- | ------- | - | - | - | - |  | - | -------- | -------- | -
|                     |                                                                          | Dole Food                                                |   |            |          |                |   |              |        |      
|                     |                                                                          | Company, Inc.                                            |   | Guarantors |          | Non Guarantors |   | Eliminations |        | Total
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |      
|(In thousands)       |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|OPERATING ACTIVITIES |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow provided by (used in) operating
    activities |   | $          | (8,598   | )              |   | $            | 14,420 |       |   | $       | 118,058 |   |   | $ |  |  |   | $        | 123,880  |  
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|INVESTING ACTIVITIES |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Proceeds from sales of assets                                            |                                                          |   | 913        |          |                |   | 200          |        |       |   | 2,875   |         |   |   |  |   |  |   | 3,988    |         
|                     | Investments and acquisitions                                             |                                                          |   | (164,070   | )        |                |   | (32          | )      |       |   | (2,931  | )       |   |   |  |   |  |   | (167,033 | )       
|                     | Capital additions                                                        |                                                          |   | (3,160     | )        |                |   | (5,157       | )      |       |   | (19,704 | )       |   |   |  |   |  |   | (28,021  | )       
|                     | Repurchase of common stock in going-private
    merger transaction       |                                                          |   | (1,300     | )        |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (1,300   | )       
|                     | Transaction costs paid in going-private merger
    transaction           |                                                          |   | (325       | )        |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (325     | )       
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow used in investing
    activities               |   |            | (167,942 | )              |   |              | (4,989 | )     |   |         | (19,760 | ) |   |   |  |  |   |          | (192,691 | )
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|FINANCING ACTIVITIES |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Short-term debt borrowings                                               |                                                          |   |           |          |                |   | 355          |        |       |   | 11,870  |         |   |   |  |   |  |   | 12,225   |         
|                     | Short-term debt repayments                                               |                                                          |   |           |          |                |   | (610         | )      |       |   | (11,790 | )       |   |   |  |   |  |   | (12,400  | )       
|                     | Long-term debt borrowings                                                |                                                          |   | 469,150    |          |                |   | 274          |        |       |   | 20,106  |         |   |   |  |   |  |   | 489,530  |         
|                     | Long-term debt repayments                                                |                                                          |   | (279,400   | )        |                |   | (338         | )      |       |   | (93,039 | )       |   |   |  |   |  |   | (372,777 | )       
|                     | Dividends paid to minority shareholders                                  |                                                          |   |           |          |                |   | (18          | )      |       |   | (900    | )       |   |   |  |   |  |   | (918     | )       
|                     | Dividends paid                                                           |                                                          |   | (10,000    | )        |                |   |             |        |       |   |        |         |   |   |  |   |  |   | (10,000  | )       
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     |                                                                          | Cash flow provided by (used in) financing
    activities |   |            | 179,750  |                |   |              | (337   | )     |   |         | (73,753 | ) |   |   |  |  |   |          | 105,660  |  
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |          |                |   |             |        |       |   | (2,366  | )       |   |   |  |   |  |   | (2,366   | )       
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Increase in cash and cash
    equivalents                                |                                                          |   | 3,210      |          |                |   | 9,094        |        |       |   | 22,179  |         |   |   |  |   |  |   | 34,483   |         
|                     | Cash and cash equivalents at beginning of period                         |                                                          |   | 7,424      |          |                |   | (20,498      | )      |       |   | 46,556  |         |   |   |  |   |  |   | 33,482   |         
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         
|                     | Cash and cash equivalents at end of
    period                           |                                                          | $ | 10,634     |          |                | $ | (11,404      | )      |       | $ | 68,735  |         |   | $ |  |   |  | $ | 67,965   |         
|                     |                                                                          |                                                          |   |            |          |                |   |              |        |       |   |         |         |   |   |   |   |  |   |         

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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

SUCCESSOR


For the Quarter Ended June 14,
2003


|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |            |            |  
|-------------------- | -------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | - | ---------- | -------- | -------------- | - | ------------ | ------ | ----- | - | -------- | -------- | - | - | - | - |  | - | ---------- | ---------- | -
|                     |                                                                                                    | Dole Food                                                |   |            |          |                |   |              |        |      
|                     |                                                                                                    | Company, Inc.                                            |   | Guarantors |          | Non Guarantors |   | Eliminations |        | Total
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |      
|(In thousands)       |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|OPERATING ACTIVITIES |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     |                                                                                                    | Cash flow provided by (used in) operating
    activities |   | $          | (147,722 | )              |   | $            | (5,595 | )     |   | $        | 294,083  |   |   | $ |  |  |   | $          | 140,766    |  
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|INVESTING ACTIVITIES |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     | Proceeds from sales of assets                                                                      |                                                          |   | 29,154     |          |                |   | 2,599        |        |       |   | 2,598    |          |   |   |  |   |  |   | 34,351     |           
|                     | Purchases of investments                                                                           |                                                          |   | (1,022     | )        |                |   |             |        |       |   | (3       | )        |   |   |  |   |  |   | (1,025     | )         
|                     | Capital additions                                                                                  |                                                          |   | (573       | )        |                |   | (981         | )      |       |   | (44,810  | )        |   |   |  |   |  |   | (46,364    | )         
|                     | Repurchase of common stock and settlement of
    stock options in going-private merger transaction |                                                          |   | (937,696   | )        |                |   |             |        |       |   | (525,000 | )        |   |   |  |   |  |   | (1,462,696 | )         
|                     | Transaction costs paid in going-private merger
    transaction                                     |                                                          |   | (60,295    | )        |                |   |             |        |       |   |         |          |   |   |  |   |  |   | (60,295    | )         
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     |                                                                                                    | Cash flow provided by (used in) investing
    activities |   |            | (970,432 | )              |   |              | 1,618  |       |   |          | (567,215 | ) |   |   |  |  |   |            | (1,536,029 | )
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|FINANCING ACTIVITIES |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     | Short-term debt borrowings                                                                         |                                                          |   |           |          |                |   | 168          |        |       |   |         |          |   |   |  |   |  |   | 168        |           
|                     | Short-term debt repayments                                                                         |                                                          |   |           |          |                |   | (313         | )      |       |   | (4,024   | )        |   |   |  |   |  |   | (4,337     | )         
|                     | Long-term debt borrowings, net of debt issuance
    costs                                          |                                                          |   | 1,166,861  |          |                |   | 505          |        |       |   | 630,207  |          |   |   |  |   |  |   | 1,797,573  |           
|                     | Long-term debt repayments                                                                          |                                                          |   | (693,544   | )        |                |   | (287         | )      |       |   | (376,644 | )        |   |   |  |   |  |   | (1,070,475 | )         
|                     | Dividends paid to minority shareholders                                                            |                                                          |   |           |          |                |   | (755         | )      |       |   | (300     | )        |   |   |  |   |  |   | (1,055     | )         
|                     | Capital contribution by DHM Holding Company, Inc.                                                  |                                                          |   | 125,000    |          |                |   |             |        |       |   |         |          |   |   |  |   |  |   | 125,000    |           
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     |                                                                                                    | Cash flow provided by (used in) financing
    activities |   |            | 598,317  |                |   |              | (682   | )     |   |          | 249,239  |   |   |   |  |  |   |            | 846,874    |  
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     | Effect of foreign exchange rate changes on cash
    and cash equivalents                           |                                                          |   |           |          |                |   |             |        |       |   | 3,405    |          |   |   |  |   |  |   | 3,405      |           
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     | Decrease in cash and cash
    equivalents                                                          |                                                          |   | (519,837   | )        |                |   | (4,659       | )      |       |   | (20,488  | )        |   |   |  |   |  |   | (544,984   | )         
|                     | Cash and cash equivalents at beginning of period                                                   |                                                          |   | 531,591    |          |                |   | (637         | )      |       |   | 110,046  |          |   |   |  |   |  |   | 641,000    |           
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           
|                     | Cash and cash equivalents at end of
    period                                                     |                                                          | $ | 11,754     |          |                | $ | (5,296       | )      |       | $ | 89,558   |          |   | $ |  |   |  | $ | 96,016     |           
|                     |                                                                                                    |                                                          |   |            |          |                |   |              |        |       |   |          |          |   |   |   |   |  |   |           

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DOLE FOOD COMPANY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

PREDECESSOR


For the Quarter Ended March 22,
2003


|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |         |        |  
|-------------------- | ------------------------------------------------------------------------ | -------------------------------------------------------- | - | ---------- | ------- | -------------- | - | ------------ | ----- | ----- | - | -------- | -------- | - | - | - | - |  | - | ------- | ------ | -
|                     |                                                                          | Dole Food                                                |   |            |         |                |   |              |       |      
|                     |                                                                          | Company, Inc.                                            |   | Guarantors |         | Non Guarantors |   | Eliminations |       | Total
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |      
|(In thousands)       |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|OPERATING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) operating
    activities |   | $          | 146,297 |                |   | $            | 2,259 |       |   | $        | (146,743 | ) |   | $ |  |  |   | $       | 1,813  |  
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|INVESTING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Proceeds from sales of assets                                            |                                                          |   | 834        |         |                |   | 33           |       |       |   | 876      |          |   |   |  |   |  |   | 1,743   |       
|                     | Capital additions                                                        |                                                          |   | (621       | )       |                |   |             |       |       |   | (3,614   | )        |   |   |  |   |  |   | (4,235  | )     
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) investing
    activities |   |            | 213     |                |   |              | 33    |       |   |          | (2,738   | ) |   |   |  |  |   |         | (2,492 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|FINANCING ACTIVITIES |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Short-term debt borrowings                                               |                                                          |   |           |         |                |   | 1,786        |       |       |   | 6,150    |          |   |   |  |   |  |   | 7,936   |       
|                     | Short-term debt repayments                                               |                                                          |   | (4,353     | )       |                |   | (1,730       | )     |       |   | (751     | )        |   |   |  |   |  |   | (6,834  | )     
|                     | Long-term debt borrowings                                                |                                                          |   |           |         |                |   | 15           |       |       |   | 5,019    |          |   |   |  |   |  |   | 5,034   |       
|                     | Long-term debt repayments                                                |                                                          |   |           |         |                |   | (143         | )     |       |   | (6,634   | )        |   |   |  |   |  |   | (6,777  | )     
|                     | Proceeds from issuance of common stock                                   |                                                          |   | 2,768      |         |                |   |             |       |       |   |         |          |   |   |  |   |  |   | 2,768   |       
|                     | Dividends paid                                                           |                                                          |   | (8,440     | )       |                |   |             |       |       |   |         |          |   |   |  |   |  |   | (8,440  | )     
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     |                                                                          | Cash flow provided by (used in) financing
    activities |   |            | (10,025 | )              |   |              | (72   | )     |   |          | 3,784    |   |   |   |  |  |   |         | (6,313 | )
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Effect of foreign exchange rate changes on cash
    and cash equivalents |                                                          |   |           |         |                |   |             |       |       |   | 1,025    |          |   |   |  |   |  |   | 1,025   |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Increase (decrease) in cash and cash
    equivalents                     |                                                          |   | 136,485    |         |                |   | 2,220        |       |       |   | (144,672 | )        |   |   |  |   |  |   | (5,967  | )     
|                     | Cash and cash equivalents at beginning of period                         |                                                          |   | 395,106    |         |                |   | (2,857       | )     |       |   | 254,718  |          |   |   |  |   |  |   | 646,967 |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        
|                     | Cash and cash equivalents at end of
    period                           |                                                          | $ | 531,591    |         |                | $ | (637         | )     |       | $ | 110,046  |          |   | $ |  |   |  | $ | 641,000 |       
|                     |                                                                          |                                                          |   |            |         |                |   |              |       |       |   |          |          |   |   |   |   |  |   |        

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DOLE FOOD COMPANY, INC.




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

AND RESULTS OF OPERATIONS


Overview

In the second quarter of 2004, the Companys
revenues grew 8% and operating income grew 72% compared to the
prior year. The sales growth was driven by all of the
Companys operating segments. The increase in operating
income was primarily a result of significantly lower purchase
accounting and transaction expenses associated with the 2003
going-private merger transaction. Excluding the impact of prior
year purchase accounting and transaction expenses, second
quarter results were slightly lower. This was due to higher
earnings from the packaged foods and fresh flowers segments,
lower fresh vegetables segment earnings and relatively flat
fresh fruit segment earnings. Net income was $67.9 million
for the second quarter of 2004 compared to $17.9 million in
the second quarter of 2003. This increase reflects the
Companys improved operating income, partially offset by a
significantly higher income tax expense.

During the second quarter, the Company completed
its acquisition of J.R. Wood, Inc. (JR Wood), a
frozen fruit producer and manufacturer located in central
California with 2003 annual revenues of approximately
$140 million. The total purchase price, including
transaction expenses, was $171.5 million in cash. This
amount includes $4.9 million payable to the selling
shareholders as reimbursement for certain tax liabilities the
sellers incurred as a result of the transaction. The acquisition
of JR Wood was financed with a new $175 million term loan
under the Companys senior secured credit facilities. The
transaction closed on June 8, 2004, near the Companys
quarter end, and accordingly the impact on operating results for
the quarter was not significant. JR Wood has been included in
the Companys packaged foods operating segment.

On March 28, 2003, the Company completed a
going-private merger transaction. Pursuant to this transaction,
the Company became wholly owned by David H. Murdock, the
Companys Chairman, President and Chief Executive Officer,
through DHM Holding Company, Inc. Details of this transaction
can be found in the Companys Form 10-K for the year
ended January 3, 2004.

Results of Operations

As a result of the going-private merger
transaction, the Companys Condensed Consolidated Financial
Statements present the results of operations, financial position
and cash flows prior to the date of the merger transaction as
the Predecessor. The merger transaction and the
Companys results of operations, financial position and
cash flows thereafter are presented as the
Successor. Predecessor results have not been
aggregated with those of the Successor in accordance with
accounting principles generally accepted in the U.S. and
accordingly the Companys Condensed Consolidated Financial
Statements do not show results of operations or cash flows for
the half year ended June 14, 2003. However, in order to
facilitate an understanding of the Companys results in
comparison with the half year ended June 19, 2004, the
results of operations of the Predecessor for the quarter ended
March 22, 2003 and the Successor for the quarter ended
June 14, 2003, are presented combined
(Combined).

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Selected results of operations for the quarters
and half years ended June 19, 2004 and June 14, 2003
were as follows (in thousands):

|                                                |  |               |           |           |  |   |           |  
|----------------------------------------------- |  | ------------- | --------- | --------- |  | - | --------- | -
|                                                |  |              
|                                                |  | Quarter Ended
|                                                |  |              
|                                                |  | June 19,      |           | June 14, 
|                                                |  | 2004          |           | 2003     
|                                                |  |               |           |          
|                                                |  | Successor     |           | Successor
|                                                |  |               |           |          
|Revenues, net                                   |  | $             | 1,315,959 |           |  | $ | 1,216,822 |  
|Operating income                                |  | $             | 117,708   |           |  | $ | 68,579    |  
|Interest income and other income (expense), net |  | $             | (197      | )         |  | $ | (9,075    | )
|Interest expense                                |  | $             | 34,653    |           |  | $ | 37,779    |  
|Income taxes                                    |  | $             | 14,915    |           |  | $ | 3,824     |  
|Net income                                      |  | $             | 67,943    |           |  | $ | 17,901    |  

|                                                |  |                 |           |               |  |                 |           |          |  |   |           |  |  |   |           |  
|----------------------------------------------- |  | --------------- | --------- | ------------- |  | --------------- | --------- | -------- |  | - | --------- |  |  | - | --------- | -
|                                                |  |                 |           |               |  |                
|                                                |  | Half Year Ended |           | Quarter Ended |  | Half Year Ended
|                                                |  |                 |           |               |  |                
|                                                |  | June 19,        |           | June 14,      |  | March 22,       |           | June 14,
|                                                |  | 2004            |           | 2003          |  | 2003            |           | 2003    
|                                                |  |                 |           |               |  |                 |           |         
|                                                |  | Successor       |           | Successor     |  | Predecessor     |           | Combined
|                                                |  |                 |           |               |  |                 |           |         
|Revenues, net                                   |  | $               | 2,570,543 |               |  | $               | 1,216,822 |          |  | $ | 1,073,170 |  |  | $ | 2,289,992 |  
|Operating income                                |  | $               | 225,196   |               |  | $               | 68,579    |          |  | $ | 88,790    |  |  | $ | 157,369   |  
|Interest income and other income (expense), net |  | $               | 1,063     |               |  | $               | (9,075    | )        |  | $ | 4,745     |  |  | $ | (4,330    | )
|Interest expense                                |  | $               | 69,394    |               |  | $               | 37,779    |          |  | $ | 19,647    |  |  | $ | 57,426    |  
|Income taxes                                    |  | $               | 28,088    |               |  | $               | 3,824     |          |  | $ | 13,100    |  |  | $ | 16,924    |  
|Net income                                      |  | $               | 128,777   |               |  | $               | 17,901    |          |  | $ | 60,788    |  |  | $ | 78,689    |  

Revenues

For the quarter ended June 19, 2004,
revenues increased to $1.32 billion from $1.22 billion
in the quarter ended June 14, 2003. The increase is due to
favorable exchange rates, higher banana sales in Europe and
Asia, significantly higher worldwide volumes of Dole Tropical
Gold® pineapples, higher sales of packaged salads and
increased demand in Europe and Asia for the Companys
packaged foods products. Exchange rates for the euro, Swedish
krona, and Japanese yen positively impacted revenues, primarily
in the fresh fruit segment, by approximately $40 million.
These benefits were offset by lower banana and commodity
vegetable sales in North America, lower pineapple pricing in
Europe, and lower sales of Chilean deciduous fruit.

For the half year ended June 19, 2004,
revenues increased 12% to $2.57 billion from
$2.29 billion in the prior year. Favorable U.S. dollar
exchange rates versus the euro, Swedish krona and Japanese yen
positively impacted revenues, primarily in the fresh fruit
segment, by approximately $101 million. Revenues also
benefited from overall improved volumes in the Companys
fresh fruit, fresh vegetables and packaged foods segments and
expanded business activity in the European ripening and
distribution and commercial cargo businesses. These increases
were partially offset by lower commodity vegetable sales and the
sale of Fabrica, a Honduran palm oil business, in the prior year.

Operating Income

For the quarter ended June 19, 2004,
operating income increased to $117.7 million from
$68.6 million in the quarter ended June 14, 2003. The
increase was primarily attributable to the absence of purchase
accounting expenses related to the step-up of inventory of
$38.6 million and privatization expenses of
$11.0 million. These expenses were incurred in the second
quarter of 2003 as a result of the going-private merger
transaction. The increase was also due to improved operating
results from the Companys packaged foods and fresh flowers
segments. Favorable U.S. dollar exchange rates, primarily
versus the euro, the Swedish krona and Japanese yen, further
benefited the quarter by approximately $1.7 million, net of
current year hedge gains and losses. These benefits were
partially offset by lower results from fresh vegetables.
Excluding the impact of purchase

28



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accounting, fresh fruit results were flat, with
stronger performance from pineapple and commercial cargo offset
by a decrease in North America banana earnings.


For the half year ended June 19, 2004,
operating income increased to $225.2 million from
$157.4 million in the prior year. The increase was
primarily attributable to the absence of inventory related
purchase accounting and privatization expenses, as well as
favorable exchange rates and strong results from the fresh
fruit, fresh vegetables, and packaged foods reporting segments.
Exchange rates benefited the half year by approximately
$8 million, net of current year hedge gains and losses.

Interest Income and Other Income (Expense),
Net

For the quarter ended June 19, 2004,
interest income and other income (expense), net was
($0.2) million compared to ($9.1) million in the prior
year. The improvement was primarily due to a $10.5 million
charge in the prior year relating to the early retirement of
debt, compared to a similar charge of $1.5 million in the
current year. This improvement was partially offset by lower
interest income due to lower cash balances in the current year.
For the half year ended June 19, 2004, interest income and
other income (expense), net was $1.1 million compared to
($4.3) million in the prior year. The improvement was
primarily due to the same factors that impacted the quarter,
partially offset by lower equity earnings.

Interest Expense

Interest expense for the quarter ended
June 19, 2004 was $34.7 million compared to
$37.8 million in the quarter ended June 14, 2003.
Interest expense in the quarter ended June 19, 2004
decreased primarily as a result of lower average debt balances
during the quarter.

Interest expense for the half year ended
June 19, 2004 was $69.4 million compared to
$57.4 million in the half year ended June 14, 2003
primarily as a result of the issuance of additional debt in the
second quarter of 2003 to finance the going-private merger
transaction, as well as vessel lease obligations capitalized due
to the adoption of FASB Interpretation No. 46
(FIN 46), Consolidation of Variable Interest
Entities, in 2003.

Income Taxes

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

Income tax expense for the quarter and half year
ended June 19, 2004 of approximately $14.9 million and
$28.1 million, respectively, reflects the Companys
expected effective income tax rate for the full fiscal year
ending January 1, 2005 of 18%. Income tax expense for the
quarter ended June 14, 2003 of $3.8 million reflects
the Companys then expected effective income tax rate of
approximately 18% for the three-quarter Successor period ended
January 3, 2004. Income tax expense of approximately
$13.1 million for the quarter ended March 22, 2003
reflects the Companys effective income tax rate for that
quarter of approximately 18%.

For the periods presented, the Companys
effective income tax rate differs from the U.S. federal
statutory rate primarily due to earnings from operations being
taxed in foreign jurisdictions at a net effective rate lower
than the U.S. rate. No U.S. taxes have been provided
on these earnings because such earnings are intended to be
indefinitely invested outside the U.S.

Segment Results of Operations

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

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

|                                  |                          |               |           |           |   |   |           |         |  
|--------------------------------- | ------------------------ | ------------- | --------- | --------- | - | - | --------- | ------- | -
|                                  |                          |              
|                                  |                          | Quarter Ended
|                                  |                          |              
|                                  |                          | June 19,      |           | June 14, 
|                                  |                          | 2004          |           | 2003     
|                                  |                          |               |           |          
|                                  |                          | Successor     |           | Successor
|                                  |                          |               |           |          
|Revenues from external customers: |                          |               |           |           |   |   |           |        
|                                  | Fresh fruit              |               | $         | 910,174   |   |   | $         | 830,737 |  
|                                  | Fresh vegetables         |               |           | 212,518   |   |   |           | 199,973 |  
|                                  | Packaged foods           |               |           | 139,221   |   |   |           | 134,482 |  
|                                  | Fresh-cut flowers        |               |           | 45,985    |   |   |           | 44,201  |  
|                                  | Other operating segments |               |           | 8,061     |   |   |           | 7,429   |  
|                                  |                          |               |           |           |   |   |           |        
|                                  |                          | $             | 1,315,959 |           |   | $ | 1,216,822 |        
|                                  |                          |               |           |           |   |   |           |        
|EBIT:                             |                          |               |           |           |   |   |           |        
|                                  | Fresh fruit              |               | $         | 93,260    |   |   | $         | 80,956  |  
|                                  | Fresh vegetables         |               |           | 17,837    |   |   |           | 18,360  |  
|                                  | Packaged foods           |               |           | 17,268    |   |   |           | (5,817  | )
|                                  | Fresh-cut flowers        |               |           | 4,590     |   |   |           | (1,110  | )
|                                  | Other operating segments |               |           | 304       |   |   |           | (245    | )
|                                  |                          |               |           |           |   |   |           |        
|                                  | Total operating segments |               |           | 133,259   |   |   |           | 92,144  |  
|                                  | Corporate and other      |               |           | (15,748   | ) |   |           | (32,640 | )
|Interest expense                  |                          |               | 34,653    |           |   |   | 37,779    |        
|                                  |                          |               |           |           |   |   |           |        
|Income before income taxes        |                          | $             | 82,858    |           |   | $ | 21,725    |        
|                                  |                          |               |           |           |   |   |           |        

|                                  |                          |                 |           |               |  |                 |           |          |  |   |           |         |  |   |           |           | 
|--------------------------------- | ------------------------ | --------------- | --------- | ------------- |  | --------------- | --------- | -------- |  | - | --------- | ------- |  | - | --------- | --------- | 
|                                  |                          |                 |           |               |  |                
|                                  |                          | Half Year Ended |           | Quarter Ended |  | Half Year Ended
|                                  |                          |                 |           |               |  |                
|                                  |                          | June 19,        |           | June 14,      |  | March 22,       |           | June 14,
|                                  |                          | 2004            |           | 2003          |  | 2003            |           | 2003    
|                                  |                          |                 |           |               |  |                 |           |         
|                                  |                          | Successor       |           | Successor     |  | Predecessor     |           | Combined
|(in thousands)                    |                          |                 |           |               |  |                 |           |         
|Revenues from external customers: |                          |                 |           |               |  |                 |           |          |  |   |           |         |  |   |           |          
|                                  | Fresh fruit              |                 | $         | 1,783,496     |  |                 | $         | 830,737  |  |   | $         | 725,115 |  |   | $         | 1,555,852 | 
|                                  | Fresh vegetables         |                 |           | 412,601       |  |                 |           | 199,973  |  |   |           | 176,865 |  |   |           | 376,838   | 
|                                  | Packaged foods           |                 |           | 266,794       |  |                 |           | 134,482  |  |   |           | 116,712 |  |   |           | 251,194   | 
|                                  | Fresh-cut flowers        |                 |           | 95,544        |  |                 |           | 44,201   |  |   |           | 48,506  |  |   |           | 92,707    | 
|                                  | Other operating segments |                 |           | 12,108        |  |                 |           | 7,429    |  |   |           | 5,972   |  |   |           | 13,401    | 
|                                  |                          |                 |           |               |  |                 |           |          |  |   |           |         |  |   |           |          
|                                  |                          | $               | 2,570,543 |               |  | $               | 1,216,822 |          |  | $ | 1,073,170 |         |  | $ | 2,289,992 |          
|                                  |                          |                 |           |               |  |                 |           |          |  |   |           |         |  |   |           |          

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|                           |                          |                 |         |               |   |                 |        |          |   |   |        |         |   |   |        |         |  
|-------------------------- | ------------------------ | --------------- | ------- | ------------- | - | --------------- | ------ | -------- | - | - | ------ | ------- | - | - | ------ | ------- | -
|                           |                          |                 |         |               |   |                
|                           |                          | Half Year Ended |         | Quarter Ended |   | Half Year Ended
|                           |                          |                 |         |               |   |                
|                           |                          | June 19,        |         | June 14,      |   | March 22,       |        | June 14,
|                           |                          | 2004            |         | 2003          |   | 2003            |        | 2003    
|                           |                          |                 |         |               |   |                 |        |         
|                           |                          | Successor       |         | Successor     |   | Predecessor     |        | Combined
|(in thousands)             |                          |                 |         |               |   |                 |        |         
|EBIT:                      |                          |                 |         |               |   |                 |        |          |   |   |        |         |   |   |        |        
|                           | Fresh fruit              |                 | $       | 174,627       |   |                 | $      | 80,956   |   |   | $      | 70,174  |   |   | $      | 151,130 |  
|                           | Fresh vegetables         |                 |         | 40,443        |   |                 |        | 18,360   |   |   |        | 16,703  |   |   |        | 35,063  |  
|                           | Packaged foods           |                 |         | 30,312        |   |                 |        | (5,817   | ) |   |        | 11,693  |   |   |        | 5,876   |  
|                           | Fresh-cut flowers        |                 |         | 9,248         |   |                 |        | (1,110   | ) |   |        | 6,394   |   |   |        | 5,284   |  
|                           | Other operating segments |                 |         | 189           |   |                 |        | (245     | ) |   |        | 65      |   |   |        | (180    | )
|                           |                          |                 |         |               |   |                 |        |          |   |   |        |         |   |   |        |        
|                           | Total operating segments |                 |         | 254,819       |   |                 |        | 92,144   |   |   |        | 105,029 |   |   |        | 197,173 |  
|                           | Corporate and other      |                 |         | (28,560       | ) |                 |        | (32,640  | ) |   |        | (11,494 | ) |   |        | (44,134 | )
|Interest expense           |                          |                 | 69,394  |               |   |                 | 37,779 |          |   |   | 19,647 |         |   |   | 57,426 |        
|                           |                          |                 |         |               |   |                 |        |          |   |   |        |         |   |   |        |        
|Income before income taxes |                          | $               | 156,865 |               |   | $               | 21,725 |          |   | $ | 73,888 |         |   | $ | 95,613 |        
|                           |                          |                 |         |               |   |                 |        |          |   |   |        |         |   |   |        |        

Fresh Fruit

Fresh fruit revenues in the quarter ended
June 19, 2004 increased 10% to $910 million from
$831 million in the quarter ended June 14, 2003. The
increase in fresh fruit revenues was primarily due to the
following: favorable exchange rates, improved volumes of
Tropical Gold® pineapples sold in North America, Europe and
Asia, higher banana volumes sold in Europe and higher local
pricing of bananas in Asia. Higher volumes of deciduous and
citrus fruit sold in Asia, expanded operations in the Europe
ripening and distribution businesses and higher commercial cargo
activity also contributed to the growth. Revenues were further
impacted by lower pineapple pricing in North America and Europe
and lower volumes of Chilean deciduous fruit. Fresh fruit
revenues in the half year ended June 19, 2004 increased 15%
to $1.78 billion from $1.56 billion in the half year
ended June 14, 2003. Revenues for the half year were
impacted mainly by the same factors affecting sales in the
second quarter, as well as higher worldwide volumes of bananas
and higher Chilean deciduous revenues.

Fresh fruit EBIT in the quarter ended
June 19, 2004 increased 15% to $93.3 million from
$81.0 million in the quarter ended June 14, 2003. EBIT
increased primarily as a result of the same factors that drove
the increase in revenues, as well as the absence of
$11.6 million of purchase accounting expense related to the
step up of inventory in the second quarter of 2003. Favorable
exchange rates, net of hedging activity, benefited EBIT for the
quarter ended June 19, 2004 by approximately
$1.6 million. The increase in EBIT was partially offset by
higher shipping costs and higher selling and marketing costs in
Asia to support higher volumes. Fresh fruit EBIT in the half
year ended June 19, 2004 increased to $174.6 million
from $151.1 million in the half year ended June 14,
2003. The increase was primarily due to higher overall sales and
the absence of inventory related purchase accounting expense in
the current year. Favorable exchange rates, net of hedging
activity, benefited EBIT for the half year ended June 19,
2004 by approximately $8.1 million. The increase in EBIT
was partially offset by higher shipping and distribution costs,
higher selling and marketing expenses in Europe and Asia and
lower equity earnings.

Fresh Vegetables

Fresh vegetables revenues for the quarter ended
June 19, 2004 increased 6% to $213 million from
$200 million in the quarter ended June 14, 2003. The
increase was due to higher volumes in the North American
packaged salads business partially offset by lower prices. The
increase in packaged salads revenue was offset by lower volumes
and pricing in North American commodity vegetables, primarily
iceberg lettuce, and lower commodity volumes in Asia. Fresh
vegetables revenues in the half year ended June 19, 2004
increased 9% to $413 million from $377 million in the
half year ended June 14, 2003. The increase was due to
higher volumes in the North American packaged salads business
partially offset by lower volumes of commodity vegetables in
Asia.

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Fresh vegetables EBIT for the quarter ended
June 19, 2004 decreased 3% to $17.8 million from
$18.4 million in the quarter ended June 14, 2003. The
decrease in EBIT was primarily attributable to lower packaged
salads and commodity vegetable prices, and higher packaged salad
raw material and distribution costs. The decrease was partially
offset by higher packaged salads volumes. Fresh vegetables EBIT
for the half year ended June 19, 2004 increased to
$40.4 million from $35.1 million in the half year
ended June 14, 2003. The increase in half year EBIT was
mainly attributable to the same factors that drove the increase
in sales, partially offset by higher product and distribution
costs.

Packaged Foods

Packaged foods revenues for the quarter ended
June 19, 2004 increased 4% to $139.2 million from
$134.5 million in the quarter ended June 14, 2003. The
increase in revenues was primarily due to more new Fruit in
Plastic Jars sold in North America, higher sales of concentrate,
solid pineapple and fruit bowls in Europe, and higher volumes
and pricing of canned fruit in Asia. The acquisition of JR Wood
in June 2004 also contributed to the sales growth. JR Wood
revenues were $3.9 million in the period June 8, 2004
through June 19, 2004. These increases were partially
offset by lower volumes of canned fruit and juice due to the
timing of Easter, which occurred two weeks earlier than in 2003
and the sale of Fabrica in the third quarter of 2003. Packaged
foods revenues for the half year ended June 19, 2004
increased 6% to $266.8 million from $251.2 million in
the half year ended June 14, 2003. With the exception of
the timing of Easter, which had no impact on year-to-date
volumes, the increase in half year sales was attributable to the
same factors that drove the increase in the second quarter. The
increase in revenues for the half year was partially offset by
higher trade spending in North America, which is treated as a
reduction in revenue. Fabrica revenues were $6.1 million
and $11.8 million, respectively, in the quarter and half
year ended June 14, 2003.

EBIT in the packaged foods segment for the
quarter ended June 19, 2004 increased to $17.3 million
from a loss of $5.8 million in the quarter ended
June 14, 2003. EBIT in the half year ended June 19,
2004 increased to $30.3 million from $5.9 million in
the half year ended June 14, 2003. These improvements were
primarily due to the absence of $21.4 million of purchase
accounting expense, related to the step up of inventory,
incurred in the second quarter of 2003. The increase in EBIT was
also due to higher sales and the acquisition of JR Wood,
partially offset by the sale of Fabrica. JR Wood EBIT was
$0.6 million in the period June 8, 2004 through
June 19, 2004. Fabrica EBIT was $0.3 million and
$0.8 million, respectively, in the quarter and half year
ended June 14, 2003.

Fresh-Cut Flowers

Fresh-cut flowers revenues for the quarter ended
June 19, 2004 increased 4% to $46 million from
$44.2 million in the quarter ended June 14, 2003. The
sales growth for the quarter ended June 19, 2004 was
primarily attributable to higher volumes in the retail market.
Revenues for the half year ended June 19, 2004 increased 3%
to $95.5 million from $92.7 million in the half year
ended June 14, 2003. The improvement for the half year was
primarily due to higher volumes in the retail market and overall
higher pricing for the segment.

EBIT in the fresh-cut flowers segment for the
quarter ended June 19, 2004 increased to $4.6 million
from a loss of $1.1 million in the quarter ended
June 14, 2003. Fresh-cut flowers EBIT for the half year
ended June 19, 2004 increased to $9.2 million from
$5.3 million in the half year ended June 14, 2003.
EBIT for the quarter and half year periods increased due to the
absence of $5.2 million of inventory related purchase
accounting expense incurred in the second quarter of 2003. EBIT
also benefited from higher sales and income of $1.9 million
related to Andean Trade Preference Act duty refunds. These
benefits were partially offset by higher product costs due to
unfavorable exchange rates and higher labor and material costs.

Corporate and Other

Corporate and other EBIT improved to a loss of
$15.7 million in the quarter ended June 19, 2004 from
a loss of $32.6 million in the quarter ended June 14,
2003. EBIT for the quarter ended June 19, 2004 benefited
from a decrease in the write-off of debt issuance costs
resulting from lower accelerated debt repayments. The Company
wrote-off debt issuance costs of $1.5 million in the
current quarter compared to $10.5 million in the

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second quarter of 2003. EBIT for the current
quarter further benefited from lower legal expenses due to the
absence of a legal settlement of $7.9 million in the second
quarter of 2003. These benefits were offset by lower interest
income due to lower average cash balances. Corporate and other
EBIT for the half year ended June 19, 2004 decreased to a
loss of $28.6 million from a loss of $44.1 million in
the half year ended June 14, 2003. The change in EBIT for
the half year is primarily due to the same factors that impacted
EBIT for the quarter ended June 19, 2004.


Liquidity and Capital Resources

In the half year ended June 19, 2004, cash
flows from operating activities decreased to $123.9 million
from $142.6 million in the combined half year ended
June 14, 2003. The decline in cash from operating
activities of approximately $18.7 million was primarily due
to higher receivables and inventory, as a result of higher
second quarter sales. In addition, the Company received an
income tax refund of $14.5 million in the first half of
2003 compared to an income tax refund received of
$9 million in the first half of 2004. These factors were
partially offset by higher earnings in the current year.

Cash flows used in investing activities decreased
to $192.7 million in the half year ended June 19, 2004
from $1.539 billion in the combined half year ended
June 14, 2003. The decrease is primarily a result of cash
used in the second quarter of 2003 of approximately
$1.52 billion to consummate the going-private merger
transaction, as well as lower current year capital additions due
to the timing of expenditures. The decrease in cash flows used
in investing activities was partially offset by cash used in the
acquisition of JR Wood of $167 million and lower current
year proceeds from sale of assets, which, in the prior year,
included $28.9 million from the sale-leaseback of an
aircraft.

Cash flows from financing activities decreased to
$105.7 million in the half year ended June 19, 2004
compared to cash flows from financing activities of
$840.6 million in the half year ended June 14, 2003.
The decrease is primarily due to the financing of the
going-private merger transaction in the prior year, which
included proceeds from the issuance of additional debt, net of
issuance costs, of $802.7 million and an equity
contribution of $125 million. The decrease in cash flows
from financing activities was partially offset by the issuance
of a new term loan of $175 million to finance the
acquisition of JR Wood, as well as lower current year debt
repayments, net of borrowings, of $58.4 million compared to
$80.4 million in the prior year.

As of June 19, 2004, the Company had
outstanding balances under its senior secured credit facilities
of approximately $444.7 million, consisting of
$409.9 million of term loans and $34.8 million
outstanding under revolving credit facilities. At June 19,
2004, the Company had approximately $180.5 million
available under the $300 million revolving credit portion
of the senior secured credit facilities.

Provisions under the senior secured credit
facilities and the indentures to the Companys senior notes
and debentures require the Company to comply with certain
financial covenants. These covenants include financial
performance measures, such as minimum required interest coverage
ratios, minimum fixed charge coverage ratios, minimum quarterly
earnings and maximum permitted leverage ratios, as well as
limitations on, among other things, indebtedness, capital
expenditures, investments, loans to subsidiaries, employees and
third parties, the issuance of guarantees and the payment of
dividends. At June 19, 2004, the Company was in compliance
with all applicable covenants.

In February 2004, the Company executed a fourth
amendment to its senior secured credit facility agreement. Under
the fourth amendment, DHM Holding Company, Inc. transferred all
of the outstanding capital stock of the Company to a new
intermediate holding company, Dole Holding Company, LLC. The
fourth amendment also permits Dole Holding Company, LLC to issue
up to $250 million of senior notes that would be
structurally subordinated to Doles existing senior notes
and debentures. The proceeds of any such senior note offerings
would be required to promptly be either: (a) contributed or
loaned to the Company to repay its revolving loans or for its
other working capital or general corporate purposes, or
(b) loaned or dividended to DHM Holding Company, Inc. for
investment in a company formed by DHM Holding Company, Inc. for
the development, construction and operation of a wellbeing
center/hotel/spa/conference center/studio and reasonably related
extensions thereof. In addition, among other provisions, the
amendment permits the Company to pay dividends, subject to
certain restrictions, as defined in the amendment.

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In May 2004, the Company executed a fifth
amendment to its senior secured revolving credit facility
agreement. The fifth amendment: (a) permitted the Company
to enter into a new $175 million term loan (Term
Loan E) to finance the acquisition of JR Wood,
(b) reduced the interest rate by 25 basis points on
the pre-existing term loan, (c) increased the permitted
acquisition basket and the incremental term loan size, and
(d) increased the bank debt leverage ratio. Term
Loan E matures in September 2008 and has substantially the
same terms as the pre-existing term loan, except that the term
loan is repayable in a lump sum on the maturity date.

The Company believes that its existing cash
balance and available borrowings under the revolving credit
facility of $68 million and $180.5 million,
respectively, at June 19, 2004, together with its future
cash flow from operations and access to capital markets will
enable it to meet its working capital, capital expenditure, debt
maturity and other commitments and funding requirements. Factors
impacting the Companys cash flow from operations include
such items as commodity prices, interest rates and foreign
currency exchange rates, among other things, as set forth in the
Companys Form 10-K for the fiscal year ended
January 3, 2004 and in subsequent SEC filings.

Other Matters

Financial
Instruments:The Companys
foreign currency exchange forward contracts are denominated in
Japanese yen and euro and are designated as hedges under
Statement of Financial Accounting Standards No. 133
(FAS 133), Accounting for Derivative
Instruments and Hedging Activities. At June 19, 2004,
the outstanding notional amount of the Companys Japanese
yen foreign currency exchange forwards totaled
$73.6 million. At June 19, 2004 the Company has no
outstanding euro hedges.

European Union
Quota:In the second quarter, the
European Union Commission decided a separate banana import quota
for the ten new European Union (EU) member states
scheduled to join the EU in May 2004. The EU Commission has
determined the new licenses will be allocated using a similar
system as the quota for the 15 original EU states. The Company
does not expect that this new quota will have a material impact
on its future results of operations.

Supplemental Financial Information

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

|                                                                    |  |           |           |            |  |   |           | 
|------------------------------------------------------------------- |  | --------- | --------- | ---------- |  | - | --------- | 
|                                                                    |  | June 19,  |           | January 3,
|                                                                    |  | 2004      |           | 2004      
|                                                                    |  |           |           |           
|                                                                    |  | Successor |           | Successor 
|                                                                    |  |           |           |           
|Balance Sheet Data:                                                 |  |           |           |            |  |   |           | 
|Total working capital (current assets less
    current liabilities) |  | $         | 456,381   |            |  | $ | 279,356   | 
|Total assets                                                        |  | $         | 4,278,655 |            |  | $ | 3,987,884 | 
|Total debt                                                          |  | $         | 1,970,731 |            |  | $ | 1,851,100 | 
|Total shareholders equity                                          |  | $         | 578,903   |            |  | $ | 456,428   | 

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|                              |  |               |         |           |  |   |        |  
|----------------------------- |  | ------------- | ------- | --------- |  | - | ------ | -
|                              |  |              
|                              |  | Quarter Ended
|                              |  |              
|                              |  | June 19,      |         | June 14, 
|                              |  | 2004          |         | 2003     
|                              |  |               |         |          
|                              |  | Successor     |         | Successor
|(in thousands)                |  |               |         |          
|Other Financial Data:         |  |               |         |           |  |   |        |  
|Net income                    |  | $             | 67,943  |           |  | $ | 17,901 |  
|Interest expense              |  |               | 34,653  |           |  |   | 37,779 |  
|Income taxes                  |  |               | 14,915  |           |  |   | 3,824  |  
|Depreciation and amortization |  |               | 31,316  |           |  |   | 31,338 |  
|                              |  |               |         |           |  |   |        |  
|EBITDA                        |  | $             | 148,827 |           |  | $ | 90,842 |  
|EBITDA margin                 |  |               | 11.3    | %         |  |   | 7.5    | %
|Capital expenditures          |  | $             | 15,735  |           |  | $ | 46,364 |  

|                              |  |                 |         |               |  |                 |        |          |  |   |         |   |  |   |         |  
|----------------------------- |  | --------------- | ------- | ------------- |  | --------------- | ------ | -------- |  | - | ------- | - |  | - | ------- | -
|                              |  |                 |         |               |  |                
|                              |  | Half Year Ended |         | Quarter Ended |  | Half Year Ended
|                              |  |                 |         |               |  |                
|                              |  | June 19,        |         | June 14,      |  | March 22,       |        | June 14,
|                              |  | 2004            |         | 2003          |  | 2003            |        | 2003    
|                              |  |                 |         |               |  |                 |        |         
|                              |  | Successor       |         | Successor     |  | Predecessor     |        | Combined
|(in thousands)                |  |                 |         |               |  |                 |        |         
|Other Financial Data:         |  |                 |         |               |  |                 |        |          |  |   |         |   |  |   |         |  
|Net income                    |  | $               | 128,777 |               |  | $               | 17,901 |          |  | $ | 60,788  |   |  | $ | 78,689  |  
|Interest expense              |  |                 | 69,394  |               |  |                 | 37,779 |          |  |   | 19,647  |   |  |   | 57,426  |  
|Income taxes                  |  |                 | 28,088  |               |  |                 | 3,824  |          |  |   | 13,100  |   |  |   | 16,924  |  
|Depreciation and amortization |  |                 | 63,674  |               |  |                 | 31,338 |          |  |   | 25,051  |   |  |   | 56,389  |  
|                              |  |                 |         |               |  |                 |        |          |  |   |         |   |  |   |         |  
|EBITDA                        |  | $               | 289,933 |               |  | $               | 90,842 |          |  | $ | 118,586 |   |  | $ | 209,428 |  
|EBITDA margin                 |  |                 | 11.3    | %             |  |                 | 7.5    | %        |  |   | 11.1    | % |  |   | 9.1     | %
|Capital expenditures          |  | $               | 28,021  |               |  | $               | 46,364 |          |  | $ | 4,235   |   |  | $ | 50,599  |  

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

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

The impact of purchase accounting on EBITDA for
the quarter and half year ended June 19, 2004 was not
significant. EBITDA for the quarter and half year ended
June 14, 2003 was negatively impacted by purchase
accounting related and going-private merger and refinancing
expenses of $60.6 million. These items also impacted EBITDA
margin by 5.0 and 2.7 percentage points, respectively,
for the quarter and half year ended June 14, 2003.

This Managements Discussion and Analysis
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, should or similar expressions.
The potential risks and

35



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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 foreign currency exchange
rates; economic crises in developing countries; quotas, tariffs
and other governmental actions and international conflict.


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ITEM
3.     QUANTITATIVE AND
QUALITATIVE

DISCLOSURES ABOUT MARKET RISK


In the quarter and half year ended June 19,
2004, no material changes have occurred in the market risk
disclosure presented in the Companys Annual Report on
Form 10-K for the year ended January 3, 2004.




ITEM 4.     CONTROLS
AND PROCEDURES

An evaluation was carried out as of June 19,
2004 under the supervision and with the participation of
Doles management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures, as defined in
Rule 15d-15(e) under the Securities Exchange Act (Act).
Based upon this evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that Doles
disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports we file
under the Act is recorded, processed, summarized and reported by
management of Dole on a timely basis in order to comply with
Doles disclosure obligations under the Act and the SEC
rules thereunder.

Changes in Internal Controls Over Financial
Reporting

There were no significant changes in Doles
internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation.




PART II.

OTHER INFORMATION


DOLE FOOD COMPANY, INC.







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

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

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

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Currently there are 566 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Eleven of these lawsuits are currently pending in
various jurisdictions in the United States, with the remainder
pending in Latin America and the Philippines. In the United
States, plaintiffs have twice moved to re-open and remand to
state court two previously dismissed cases pursuant to the
United States Supreme Courts decision in Dole Food
Company, Inc. v. Patrickson. The first such motion was
denied on March 15, 2004. With respect to the second
motion, the Court determined that the cases should be remanded
to the state courts for those courts to determine whether or not
the cases should be reopened. Plaintiffs have also remanded five
other cases to state courts in Texas and Louisiana as a result
of the Patrickson decision. In one of those actions
pending in Texas state court, a trial is scheduled for March
2005, which will involve an initial trial panel of nine out of
378 Costa Rican plaintiffs. Claimed damages in DBCP cases
worldwide total approximately $21.7 billion, with the
lawsuits in Nicaragua representing approximately 81% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.

In Nicaragua, 102 cases have been filed, with the
majority of the lawsuits brought pursuant to Law 364, an
October 2000 Nicaraguan statute that contains substantive and
procedural provisions that Nicaraguas Attorney General
formally opined are unconstitutional. In October 2003, the
Supreme Court of Nicaragua issued an advisory opinion, not
connected with any litigation, that Law 364 is
constitutional.

Thirty six cases are being actively
litigated in civil trial courts in Managua (26),
Chinendega (8) and Puerto Cabezas (2). In all of those
cases, the Company has sought to have the cases returned to the
United States pursuant to Law 364. Notwithstanding, the
Chinendega court denied the Companys request with respect
to seven of the eight cases pending there; and the Managua court
denied the Companys request with respect to seven of the
26 cases pending there. The Companys requests as to
the remaining 22 cases are still pending. Fourteen of the
26 Managua cases have resulted in judgments for the
claimants: $489.4 million (nine cases with
468 claimants) on December 13, 2002;
$82.9 million (58 claimants) on February 25,
2004; $15.7 million (20 claimants) and $4 million
(four claimants) on May 25, 2004; $59 million
(72 claimants) on June 14, 2004; and
$64.8 million (86 claimants) on June 15, 2004.

The claimants attempted enforcement of the
December 13, 2002 judgment in the United States resulted in
the dismissal with prejudice of that action by the United States
District Court for the Central District of California on
October 20, 2003. The claimants have appealed to the United
States Court of Appeals for the Ninth Circuit. Dole expects to
prevail in that appeal. The claimants have attempted to enforce
the February 25, 2004 judgment in Ecuador. Dole does not
expect the judgment to be enforced by the Ecuador courts.

The Company believes that none of the Nicaraguan
civil trial courts judgments will be enforceable against
any Dole entity in the U.S. or in any other country,
because Nicaraguas Law 364 is unconstitutional and
violates international due process. Among other things,
Law 364 is an improper special law directed at
particular parties, it requires defendants to pay large,
non-refundable deposits in order to participate in the
litigation, it provides a severely truncated procedural process,
it establishes irrebuttable presumptions of causation that are
contrary to the evidence and scientific data, and it sets
unreasonable minimum damages that must be awarded.

On December 23, 2003, the Company filed an
action in the United States District Court for the Central
District of California against 934 Nicaraguans seeking,
among other things, declaratory relief against the claimants in
eight of the Managua court actions. This action was dismissed on
July 18, 2004. The Court declined to exercise jurisdiction
over Doles claims for declaratory judgment based on its
finding that there is presently no actual controversy in the
United States between Dole and the DBCP claimants because they
have not sought to enforce an additional Nicaraguan judgment in
the United States.

A lawsuit against the Company and various
manufacturers of DBCP is currently pending in the Superior Court
for the County of Los Angeles on behalf of 25 Nicaraguan
banana workers, who allege that they were injured as a result of
exposure to DBCP and seeking unspecified damages. As to this and
all the DBCP matters, the Company has denied liability and
asserted substantial defenses. Although no assurance can be

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given concerning the outcome of these cases, in
the opinion of management, after consultation with legal counsel
and based on past experience defending and settling DBCP claims,
the pending lawsuits are not expected to have a material adverse
effect on the Companys financial condition or results of
operations.







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

(a) Exhibits:

|        |       |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ----- | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  
|Number  |       |  
|        |       |  
|        | 10.10 | * |  | Fifth Amendment, dated as of May 17, 2004,
    to Credit Agreement, dated as of March 28, 2003, by and
    among Dole and Solvest, Ltd., as borrowers, the Lenders from
    time to time party to the Credit Agreement, Deutsche Bank AG
    New York Branch, as Administrative Agent, The Bank of Nova
    Scotia and Banc of America Securities LLC, as Co-Syndication
    Agents, Fleet National Bank and Societe Generale, as
    Co-Documentation Agents and Deutsche Bank Securities Inc., The
    Bank of Nova Scotia and Banc of America Securities LLC, as Joint
    Lead Arrangers and Book Runners, the First Amendment, as amended.
|        | 10.11 | * |  | Sixth Amendment dated as of July 20, 2004,
    to Credit Agreement, dated as of March 28, 2003, by and
    among Dole and Solvest, Ltd., as borrowers, the Lenders from
    time to time party to the Credit Agreement, Deutsche Bank AG
    New York Branch, as Administrative Agent, The Bank of Nova
    Scotia and Banc of America Securities LLC, as Co-Syndication
    Agents, Fleet National Bank and Societe Generale, as
    Co-Documentation Agents and Deutsche Bank Securities Inc., The
    Bank of Nova Scotia and Banc of America Securities LLC, as Joint
    Lead Arrangers and Book Runners, the First Amendment, as amended.
|        | 31.1* |   |  | Certification by the Chairman, President and
    Chief Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 31.2* |   |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 32.1 |   |  | Certification by the Chairman, President and
    Chief Executive Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 32.2 |   |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



---



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



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



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



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 28, 2004, Dole Food Company, Inc.
    filed a Current Report on Form 8-K reporting its entrance
    into a definitive merger agreement to acquire Wood Holdings, Inc.

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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.

|              |  |                                       
|------------- |  | --------------------------------------
|July 29, 2004 |  | DOLE FOOD COMPANY, INC.
    REGISTRANT



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

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



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

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

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EXHIBIT INDEX

|        |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | ------ |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        | 
|Number  |        | 
|        |        | 
|        | 10.10* |  |  | Fifth Amendment, dated as of May 17, 2004,
    to Credit Agreement, dated as of March 28, 2003, by and
    among Dole and Solvest, Ltd., as borrowers, the Lenders from
    time to time party to the Credit Agreement, Deutsche Bank AG New
    York Branch, as Administrative Agent, The Bank of Nova Scotia
    and Banc of America Securities LLC, as Co-Syndication Agents,
    Fleet National Bank and Societe Generale, as Co- Documentation
    Agents and Deutsche Bank Securities Inc., The Bank of Nova
    Scotia and Banc of America Securities LLC, as Joint Lead
    Arrangers and Book Runners, the First Amendment, as amended. 
|        | 10.11* |  |  | Sixth Amendment, dated as of July 20, 2004,
    to Credit Agreement, dated as of March 28, 2003, by and
    among Dole and Solvest, Ltd., as borrowers, the Lenders from
    time to time party to the Credit Agreement, Deutsche Bank AG New
    York Branch, as Administrative Agent, The Bank of Nova Scotia
    and Banc of America Securities LLC, as Co-Syndication Agents,
    Fleet National Bank and Societe Generale, as Co- Documentation
    Agents and Deutsche Bank Securities Inc., The Bank of Nova
    Scotia and Banc of America Securities LLC, as Joint Lead
    Arrangers and Book Runners, the First Amendment, as amended.
|        | 31.1*  |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 31.2*  |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 32.1  |  |  | Certification by the Chairman and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 32.2  |  |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



---



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



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

41