##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 16, 2007oro

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

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

(I.R.S. Employer
    Identification No.)    One Dole
    Drive
 Westlake Village, California 91362
 (Address of principal executive
    offices and zip code)
   (818) 879-6600
  þ o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
    Class

Shares Outstanding at
    July 27, 2007Common Stock, $0.001 Par Value

1,000




---



##### 



DOLE FOOD
    COMPANY, INC.
  INDEX
  PageNumberPART I

Financial
    InformationItem 1.

Financial
    Statements (unaudited)Condensed
    Consolidated Statements of Operations  Quarters and
    Half Years Ended June 16, 2007 and June 17,
    2006


3Condensed
    Consolidated Balance Sheets  June 16, 2007 and
    December 30, 2006


4Condensed
    Consolidated Statements of Cash Flows  Half Years
    Ended June 16, 2007 and June 17, 2006


5Notes to Condensed
    Consolidated Financial Statements


6Item 2.

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


27Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


35Item 4.

Controls and
    Procedures


35PART II

Other
    InformationItem 1.

Legal
    Proceedings


36Item 6.

Exhibits


36Signatures


37Exhibit
    Index


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




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION ITEM 1.  FINANCIAL
    STATEMENTS

DOLE FOOD COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands) Quarter Ended


Half Year EndedJune 16,


June 17,


June 16,


June 17,2007


2006


2007


2006Revenues, net

$
1,766,700


$
1,575,197


$
3,322,833


$
2,969,798Cost of products sold


(1,583,358
)


(1,394,809
)


(2,997,994
)


(2,659,534
)Gross margin


183,342



180,388



324,839



310,264Selling, marketing and general and
    administrative expenses


(112,707
)


(108,106
)


(223,615
)


(215,072
)Operating income


70,635



72,282



101,224



95,192Other income (expense), net


13,758



(4,029
)


15,337



(5,115
)Interest income


2,083



1,705



3,719



3,179Interest expense


(44,722
)


(39,926
)


(88,924
)


(74,280
)Income before income taxes,
    minority interests and equity earnings


41,754



30,032



31,356



18,976Income taxes


7,837



(12,931
)


6,596



(8,680
)Minority interests, net of income
    taxes


(1,440
)


(101
)


(691
)


(718
)Equity in earnings of
    unconsolidated subsidiaries


904



1,323



1,579



2,845Income from continuing operations


49,055



18,323



38,840



12,423Income from discontinued
    operations, net of income taxes






202







248Net income

$
49,055


$
18,525


$
38,840


$
12,671   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 3




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
    June 16,


December 30,2007


2006ASSETSCash and cash equivalents

$
100,583


$
92,414Receivables, net of allowances of
    $66,900 and $62,632, respectively


916,144



745,730Inventories


638,142



661,552Prepaid expenses


70,796



65,388Deferred income tax assets


66,606



66,606Assets held-for-sale


26,579



31,588Total current assets


1,818,850



1,663,278Investments


64,391



62,736Property, plant and equipment, net
    of accumulated depreciation of $910,149 and $840,891,
    respectively


1,404,792



1,461,961Goodwill


515,549



545,740Intangible assets, net


723,837



726,689Other assets, net


150,339



151,952Total assets

$
4,677,758


$
4,612,356LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
530,687


$
454,685Accrued liabilities


440,017



472,288Current portion of long-term debt


14,501



14,455Notes payable


48,165



34,129Total current liabilities


1,033,370



975,557Long-term debt


2,318,058



2,315,597Deferred income tax liabilities


291,753



346,595Other long-term liabilities


589,596



608,191Minority interests


22,563



25,333Contingencies (Note 11)Shareholders equityCommon stock 
    $0.001 par value; 1,000 shares authorized, issued and
    outstanding






Additional paid-in capital


413,657



409,032Retained earnings (deficit)


11,463



(53,812
)Accumulated other comprehensive
    loss


(2,702
)


(14,137
)Total shareholders equity


422,418



341,083Total liabilities and
    shareholders equity

$
4,677,758


$
4,612,356   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 4




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)
    (In thousands) Half Year EndedJune 16,


June 17,2007


2006Operating activitiesNet income

$
38,840


$
12,671Adjustments to reconcile net
    income to cash flow provided by (used in) operating activities:Depreciation and amortization


71,319



66,656Foreign currency exchange (gains)
    losses


(10,290
)


3,051Asset write-offs, impairments and
    net (gain) loss on sale of assets, net


6,617



(215
)Minority interests and equity
    earnings, net


(888
)


(2,127
)Provision for deferred income taxes


(32,205
)


(3,447
)Pension and other postretirement
    benefit plan expense


7,993



6,688Write-off of debt issuance costs






8,133Amortization of debt issuance costs


1,895



2,174Other


504



1,741Changes in operating assets and
    liabilities:Receivables


(148,703
)


(174,637
)Inventories


17,104



(6,416
)Prepaid expenses and other assets


(7,915
)


(7,480
)Accounts payable


107,928



31,675Accrued liabilities


(32,204
)


12,823Other long-term liabilities


5,487



5,539Cash flow provided by (used in)
    operating activities


25,482



(43,171
)Investing activitiesProceeds from sales of assets


32,742



2,285Capital additions


(44,040
)


(44,724
)Repurchase of common stock in the
    going-private merger transaction


(203
)


(100
)Cash flow used in investing
    activities


(11,501
)


(42,539
)Financing activitiesShort-term debt borrowings


40,790



51,360Short-term debt repayments


(40,855
)


(18,421
)Long-term debt borrowings, net of
    debt issuance costs


534,675



1,562,061Long-term debt repayments


(532,694
)


(1,378,558
)Capital contribution from parent






28,390Dividends paid to minority
    shareholders


(8,942
)


(1,296
)Dividends paid to parent






(163,691
)Cash flow provided by (used in)
    financing activities


(7,026
)


79,845Effect of foreign currency
    exchange rate changes on cash and cash equivalents


1,214



8,356Increase in cash and cash
    equivalents


8,169



2,491Cash and cash equivalents at
    beginning of period


92,414



48,812Cash and cash equivalents at end
    of period

$
100,583


$
51,303   See Accompanying Notes to Condensed Consolidated Financial
    Statements
 5




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) NOTE 1 
    BASIS OF
    PRESENTATION  Form 10-K (Form 10-K)
      NOTE 2 
    RECENT
    ACCOUNTING PRONOUNCEMENTS  The Fair Value Option for Financial
    Assets and Liabilities  Including an amendment of
    FASB Statement No. 115
  Accounting For Planned Major Maintenance Activities accrue-in-advance built-in-overhaul accrue-in-advance
  AdjustedDecember 30,


FSP


December 30,2006


Adjustment


2006(In thousands)Other assets

$
147,590


$
4,362


$
151,952Accrued liabilities

$
473,797


$
(1,509
)

$
472,288Retained deficit

$
(59,683
)

$
5,871


$
(53,812
)     Accounting for Uncertainty in Income Taxes-an Interpretation
    of FASB Statement No. 109
 6




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    NOTE 3 
    BUSINESS
    DISPOSITION  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  NOTE 4 
    INCOME
    TAXES      Adoption of FIN 48:
  Increase/(Decrease)(In thousands)Goodwill

$
(30,191
)Deferred income tax liabilities

$
(25,655
)Other long-term liabilities

$
(30,971
)Retained deficit

$
26,435    7




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    non-U.S. income
  Internal Revenue Service Audit: 2002-2004
    NOTE 5 
    INVENTORIES    June 16,


December 30,2007


2006(In thousands)Finished products

$
315,318


$
322,122Raw materials and work in progress


143,040



132,047Crop-growing costs


116,927



151,533Operating supplies and other


62,857



55,850$
638,142


$
661,552   NOTE 6 
    GOODWILL
    AND INTANGIBLE ASSETS    Fresh


Fresh


Packaged


Fresh-cutFruit


Vegetables


Foods


Flowers


Other


Total(In thousands)Balance as of
    December 30, 2006

$
386,625


$
93,874


$
65,241


$



$



$
545,740Adoption of FIN 48


(22,965
)


(6,000
)


(1,226
)










(30,191
)Balance as of June 16, 2007

$
363,660


$
87,874


$
64,015


$



$



$
515,549  8




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      June 16,


December 30,2007


2006(In thousands)Amortized intangible assets:Customer relationships

$
48,802


$
48,298Other amortized intangible assets


7,518



8,796Total amortized intangible assets


56,320



57,094Accumulated
    amortization  customer relationships


(15,098
)


(13,056
)Other accumulated amortization


(7,000
)


(6,964
)Total accumulated
    amortization  intangible assets


(22,098
)


(20,020
)Intangible assets, net


34,222



37,074Unamortized intangible assets:Trademark


689,615



689,615Total intangible assets, net

$
723,837


$
726,689       Fiscal Year

Amount(In thousands)2007

$
2,3772008

$
4,4142009

$
4,4142010

$
4,4142011

$
4,414   Goodwill and
    Other Intangible Assets
 9




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 7 
    NOTES PAYABLE
    AND LONG-TERM DEBT    June 16,


December 30,2007


2006(In thousands)Unsecured debt:8.625% notes due 2009

$
350,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facilities


174,300



167,600Term loan facilities


965,250



967,688Contracts and notes due, at a
    weighted-average interest rate of 8% (7.5% in 2006) through
    2010


1,804



2,291Capital lease obligations


86,976



88,380Unamortized debt discount


(771
)


(907
)Notes payable


48,165



34,1292,380,724



2,364,181Current maturities


(62,666
)


(48,584
)$
2,318,058


$
2,315,597          10




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 8 
    SHAREHOLDERS
    EQUITY  Comprehensive
    Income
    Quarter EndedJune 16,


June 17,2007


2006(In thousands)Net income

$
49,055


$
18,525Unrealized foreign currency
    exchange translation gain (loss)


(894
)


9,986Reclassification of realized cash
    flow hedging gains to net income


(3,292
)


(5,307
)Unrealized net gain (loss) on cash
    flow hedging instruments


14,952



(8,049
)Comprehensive income

$
59,821


$
15,155   Half Year EndedJune 16,


June 17,2007


2006(In thousands)Net income

$
38,840


$
12,671Unrealized foreign currency
    exchange translation gain


821



12,264Reclassification of realized cash
    flow hedging gains to net income


(3,285
)


(6,578
)Unrealized net gain on cash flow
    hedging instruments


13,899



349Comprehensive income

$
50,275


$
18,706   Derivative
    Instruments and Hedging Activities
  Accounting for
    Derivative Instruments and Hedging Activities, as amended
    Capital
    Contribution and Return of Capital
   11




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Dividends
      NOTE 9 
    EMPLOYEE BENEFIT PLANS
    U.S. Pension Plans


Foreign Pension Plans


OPRB PlansQuarter Ended


Quarter Ended


Quarter EndedJune 16,


June 17,


June 16,


June 17,


June 16,


June 17,2007


2006


2007


2006


2007


2006(In thousands)Components of net periodic benefit
    cost:Service cost

$
34


$
408


$
1,467


$
853


$
71


$
65Interest cost


3,955



3,918



2,010



1,428



896



900Expected return on plan assets


(4,089
)


(4,159
)


(564
)


(83
)






Amortization of:Unrecognized net loss (gain)


285



145



121



50



22



(26
)Unrecognized prior service cost
    (benefit)










17



16



(211
)


(211
)Unrecognized net transition
    obligation










13



10







$
185


$
312


$
3,064


$
2,274


$
778


$
728   12




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##### Table of Contents



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


Foreign Pension Plans


OPRB PlansHalf Year Ended


Half Year Ended


Half Year EndedJune 16,


June 17,


June 16,


June 17,


June 16,


June 17,2007


2006


2007


2006


2007


2006(In thousands)Components of net periodic benefit
    cost:Service cost

$
68


$
816


$
2,907


$
1,731


$
142


$
130Interest cost


7,910



7,836



3,981



2,889



1,792



1,800Expected return on plan assets


(8,178
)


(8,318
)


(1,120
)


(168
)






Amortization of:Unrecognized net loss (gain)


570



290



240



103



44



(52
)Unrecognized prior service cost
    (benefit)










34



27



(422
)


(422
)Unrecognized net transition
    obligation










25



26







$
370


$
624


$
6,067


$
4,608


$
1,556


$
1,456   NOTE 10 
    SEGMENT
    INFORMATION     13




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##### Table of Contents



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


Half Year EndedJune 16,


June 17,


June 16,


June 17,2007


2006


2007


2006(In thousands)Revenues from external customers:Fresh fruit

$
1,231,538


$
1,003,909


$
2,277,955


$
1,900,933Fresh vegetables


265,086



304,403



509,360



547,606Packaged foods


241,876



221,723



470,102



417,670Fresh-cut flowers


27,921



44,869



64,885



103,033Corporate


279



293



531



556$
1,766,700


$
1,575,197


$
3,322,833


$
2,969,798   Quarter Ended


Half Year EndedJune 16,


June 17,


June 16,


June 17,2007


2006


2007


2006(In thousands)EBIT:Fresh fruit

$
89,812


$
52,495


$
120,480


$
72,783Fresh vegetables


(14,607
)


11,791



(12,374
)


16,351Packaged foods


17,337



22,002



32,585



36,883Fresh-cut flowers


(6,080
)


(5,083
)


(6,121
)


(5,478
)Total operating segments


86,462



81,205



134,570



120,539Corporate


(522
)


(10,025
)


(13,402
)


(25,156
)Interest expense


(44,722
)


(39,926
)


(88,924
)


(74,280
)Income taxes


7,837



(12,931
)


6,596



(8,680
)Income from continuing operations

$
49,055


$
18,323


$
38,840


$
12,423       June 16,


December 30,2007


2006(In thousands)Fresh fruit

$
2,548,386


$
2,451,518Fresh vegetables


461,985



479,217Packaged foods


636,184



653,077Fresh-cut flowers


119,182



115,477Total operating segments


3,765,737



3,699,289Corporate


912,021



913,067$
4,677,758


$
4,612,356  14




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 11 
    CONTINGENCIES               15




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
             16




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
          European Union Antitrust Inquiry and U.S. Class Action
    Lawsuits:
   17




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak: ®
   18




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      NOTE 12 
    ASSETS
    HELD-FOR-SALE      June 16,


December 30,2007


2006(In thousands)Assets held-for-sale by segment:Fresh fruit

$
13,570


$
28,337Fresh vegetables


3,251



3,251Fresh-cut flowers


9,758



Total assets held-for-sale

$
26,579


$
31,588        19




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 13 
    BUSINESS
    RESTRUCTURING    NOTE 14 
    GUARANTOR
    FINANCIAL INFORMATION       20




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Quarter Ended June 16, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
18,905


$
722,376


$
1,320,354


$
(294,935
)

$
1,766,700Cost of products sold


(16,054
)


(668,673
)


(1,186,954
)


288,323



(1,583,358
)Gross margin


2,851



53,703



133,400



(6,612
)


183,342Selling, marketing and general and
    administrative expenses


(17,395
)


(45,136
)


(56,788
)


6,612



(112,707
)Operating income (loss)


(14,544
)


8,567



76,612







70,635Equity in subsidiary income


88,669



67,368







(156,037
)


Other income (expense), net










13,758







13,758Interest income


67



51



1,965







2,083Interest expense


(28,280
)


(2
)


(16,440
)






(44,722
)Income before income taxes,
    minority interests and equity earnings


45,912



75,984



75,895



(156,037
)


41,754Income taxes


3,172



12,637



(7,972
)






7,837Minority interests, net of income
    taxes


(28
)


(336
)


(1,076
)






(1,440
)Equity in earnings of
    unconsolidated subsidiaries


(1
)


(42
)


947







904Net income

$
49,055


$
88,243


$
67,794


$
(156,037
)

$
49,055   For the
    Quarter Ended June 17, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
15,405


$
748,497


$
1,109,081


$
(297,786
)

$
1,575,197Cost of products sold


(13,323
)


(667,051
)


(1,006,536
)


292,101



(1,394,809
)Gross margin


2,082



81,446



102,545



(5,685
)


180,388Selling, marketing and general and
    administrative expenses


(11,742
)


(47,532
)


(54,517
)


5,685



(108,106
)Operating income (loss)


(9,660
)


33,914



48,028







72,282Equity in subsidiary income


37,216



29,953







(67,169
)


Other income (expense), net


(3,205
)






(824
)






(4,029
)Interest income


558



116



1,031







1,705Interest expense


(26,558
)


(2
)


(13,366
)






(39,926
)Income (loss) before income taxes,
    minority interests and equity earnings


(1,649
)


63,981



34,869



(67,169
)


30,032Income taxes


20,210



(27,470
)


(5,671
)






(12,931
)Minority interests, net of income
    taxes


(36
)


142



(207
)






(101
)Equity in earnings of
    unconsolidated subsidiaries






(47
)


1,370







1,323Income from continuing operations


18,525



36,606



30,361



(67,169
)


18,323Income from discontinued
    operations, net of income taxes






202











202Net income

$
18,525


$
36,808


$
30,361


$
(67,169
)

$
18,525  21




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OPERATIONS
    For the Half Year Ended June 16, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
38,446


$
1,418,488


$
2,441,408


$
(575,509
)

$
3,322,833Cost of products sold


(32,788
)


(1,297,315
)


(2,231,879
)


563,988



(2,997,994
)Gross margin


5,658



121,173



209,529



(11,521
)


324,839Selling, marketing and general and
    administrative expenses


(33,272
)


(89,982
)


(111,882
)


11,521



(223,615
)Operating income (loss)


(27,614
)


31,191



97,647







101,224Equity in subsidiary income


113,229



76,426







(189,655
)


Other income (expense), net










15,337







15,337Interest income


142



96



3,481







3,719Interest expense


(56,494
)


(7
)


(32,423
)






(88,924
)Income before income taxes,
    minority interests and equity earnings


29,263



107,706



84,042



(189,655
)


31,356Income taxes


9,616



5,031



(8,051
)






6,596Minority interests, net of income
    taxes


(48
)


(510
)


(133
)






(691
)Equity in earnings of
    unconsolidated subsidiaries


9



277



1,293







1,579Net income

$
38,840


$
112,504


$
77,151


$
(189,655
)

$
38,840   For the
    Half Year Ended June 17, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Revenues, net

$
26,734


$
1,445,744


$
2,110,002


$
(612,682
)

$
2,969,798Cost of products sold


(23,019
)


(1,294,474
)


(1,945,899
)


603,858



(2,659,534
)Gross margin


3,715



151,270



164,103



(8,824
)


310,264Selling, marketing and general and
    administrative expenses


(27,240
)


(92,095
)


(104,561
)


8,824



(215,072
)Operating income (loss)


(23,525
)


59,175



59,542







95,192Equity in subsidiary income


54,606



25,288







(79,894
)


Other income (expense), net


(3,206
)






(1,909
)






(5,115
)Interest income


744



195



2,240







3,179Interest expense


(50,676
)


(5
)


(23,599
)






(74,280
)Income (loss) before income taxes,
    minority interests and equity earnings


(22,057
)


84,653



36,274



(79,894
)


18,976Income taxes


34,800



(31,334
)


(12,146
)






(8,680
)Minority interests, net of income
    taxes


(72
)


(112
)


(534
)






(718
)Equity in earnings of
    unconsolidated subsidiaries






403



2,442







2,845Income from continuing operations


12,671



53,610



26,036



(79,894
)


12,423Income from discontinued
    operations, net of income tax






248











248Net income

$
12,671


$
53,858


$
26,036


$
(79,894
)

$
12,671  22




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of June 16, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
15,568


$
(11,931
)

$
96,946


$



$
100,583Receivables, net of allowances


307,327



(55,763
)


664,580







916,144Inventories


6,813



247,712



383,617







638,142Prepaid expenses


5,589



16,350



48,857







70,796Deferred income tax assets


29,596



24,754



12,256







66,606Assets held-for-sale


727



3,251



22,601







26,579Total current assets


365,620



224,373



1,228,857







1,818,850Investments


2,178,784



1,804,118



62,665



(3,981,176
)


64,391Property, plant and equipment, net


287,045



350,386



767,361







1,404,792Goodwill






152,714



362,835







515,549Intangible assets, net


689,829



23,908



10,100







723,837Other assets, net


39,992



8,900



101,447







150,339Total assets

$
3,561,270


$
2,564,399


$
2,533,265


$
(3,981,176
)

$
4,677,758LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
3,083


$
142,242


$
385,362


$



$
530,687Accrued liabilities


63,890



187,979



188,148







440,017Current portion of long-term debt


1,950



121



12,430







14,501Notes payable










48,165







48,165Total current liabilities


68,923



330,342



634,105







1,033,370Intercompany payables (receivables)


900,698



(27,645
)


(873,053
)






Long-term debt


1,499,329



344



818,385







2,318,058Deferred income tax liabilities


235,311



30,759



25,683







291,753Other long-term liabilities


434,591



43,323



111,682







589,596Minority interests










22,563







22,563Total shareholders equity


422,418



2,187,276



1,793,900



(3,981,176
)


422,418Total liabilities and
    shareholders equity

$
3,561,270


$
2,564,399


$
2,533,265


$
(3,981,176
)

$
4,677,758  23




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 30, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
7,322


$
(6
)

$
85,098


$



$
92,414Receivables, net of allowances


306,813



(60,940
)


499,857







745,730Inventories


6,914



296,644



357,994







661,552Prepaid expenses


4,806



15,854



44,728







65,388Deferred income tax assets


29,596



24,754



12,256







66,606Assets held  for-sale


906



30,682











31,588Total current assets


356,357



306,988



999,933







1,663,278Investments


2,072,618



1,684,500



61,254



(3,755,636
)


62,736Property, plant and equipment, net


288,029



371,014



802,918







1,461,961Goodwill






159,939



385,801







545,740Intangible assets, net


689,829



25,606



11,254







726,689Other assets, net


41,232



8,986



101,734







151,952Total assets

$
3,448,065


$
2,557,033


$
2,362,894


$
(3,755,636
)

$
4,612,356LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
2,530


$
137,012


$
315,143


$



$
454,685Accrued liabilities


70,493



237,295



164,500







472,288Current portion of long-term debt


1,950







12,505







14,455Notes payable










34,129







34,129Total current liabilities


74,973



374,307



526,277







975,557Intercompany payables (receivables)


792,577



36,238



(828,815
)






Long-term debt


1,493,053







822,544







2,315,597Deferred income tax liabilities


290,152



30,760



25,683







346,595Other long-term liabilities


456,227



42,579



109,385







608,191Minority interests






8,278



17,055







25,333Total shareholders equity


341,083



2,064,871



1,690,765



(3,755,636
)


341,083Total liabilities and
    shareholders equity

$
3,448,065


$
2,557,033


$
2,362,894


$
(3,755,636
)

$
4,612,356  24




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 16, 2007
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Operating activitiesIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(15,401
)


21,550



19,333







25,482Cash flow provided by operating
    activities


2,142



39,093



19,333



(35,086
)


25,482Investing activitiesProceeds from sales of assets


462



51



32,229







32,742Capital additions


(292
)


(22,329
)


(21,419
)






(44,040
)Repurchase of common stock in the
    going-private merger transaction


(203
)














(203
)Cash flow provided by (used in)
    investing activities


(33
)


(22,278
)


10,810







(11,501
)Financing activitiesShort-term debt borrowings










40,790







40,790Short-term debt repayments






(11,179
)


(29,676
)






(40,855
)Long-term debt borrowings


534,300







375







534,675Long-term debt repayments


(528,163
)


(18
)


(4,513
)






(532,694
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Dividends paid to minority
    shareholders










(8,942
)






(8,942
)Cash flow provided by (used in)
    financing activities


6,137



(28,740
)


(19,509
)


35,086



(7,026
)Effect of foreign exchange rate
    changes on cash and cash equivalents










1,214







1,214Increase (decrease) in cash and
    cash equivalents


8,246



(11,925
)


11,848







8,169Cash and cash equivalents at
    beginning of period


7,322



(6
)


85,098







92,414Cash and cash equivalents at end
    of period

$
15,568


$
(11,931
)

$
96,946


$



$
100,583  25




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Half Year Ended June 17, 2006
  Dole FoodCompany, Inc.


Guarantors


Non Guarantors


Eliminations


Total(In thousands)Operating activitiesCash flow provided by (used in)
    operating activities

$
(20,921
)

$
17,898


$
(40,148
)

$



$
(43,171
)Investing activitiesProceeds from sales of assets


168



97



2,020







2,285Capital additions


(680
)


(20,948
)


(23,096
)






(44,724
)Repurchase of common stock in the
    going-private merger transaction


(100
)














(100
)Cash flow used in investing
    activities


(612
)


(20,851
)


(21,076
)






(42,539
)Financing activitiesShort-term debt borrowings






(6
)


51,366







51,360Short-term debt repayments






(752
)


(17,669
)






(18,421
)Long-term debt borrowings, net of
    debt issuance costs


654,383



565



907,113







1,562,061Long-term debt repayments


(496,689
)


(412
)


(881,457
)






(1,378,558
)Capital contributions


28,390















28,390Dividends paid to minority
    shareholders






(437
)


(859
)






(1,296
)Dividends paid to parent


(163,691
)














(163,691
)Cash flow provided by (used in)
    financing activities


22,393



(1,042
)


58,494







79,845Effect of foreign currency
    exchange rate changes on cash and cash equivalents










8,356







8,356Increase (decrease) in cash and
    cash equivalents


860



(3,995
)


5,626







2,491Cash and cash equivalents at
    beginning of period


12,698



(5,453
)


41,567







48,812Cash and cash equivalents at end
    of period

$
13,558


$
(9,448
)

$
47,193


$



$
51,303  26




---



##### Table of Contents



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



Overview



For the second quarter of 2007, Dole Food Company, Inc. and its
    consolidated subsidiaries (Dole or the
    Company) generated revenues of $1.77 billion,
    reflecting a 12% increase compared to the prior year. Higher
    sales were reported in the Companys fresh fruit and
    packaged foods operating segments. Revenue growth was fueled by
    strong banana sales worldwide and higher sales volumes in the
    European ripening and distribution operations due in part to the
    October 2006 acquisition of the remaining 65% ownership in JP
    Fruit Distributors Limited (renamed JP Fresh) that the Company
    did not previously own. In addition, the packaged foods segment
    had higher pricing and volume in its North America business.
    These revenue increases were partially offset by lower sales in
    the fresh vegetables and fresh-cut flowers segments due
    primarily to lower sales volumes. The Company earned operating
    income of $70.6 million compared to $72.3 million
    earned in the prior year. Lower operating income was reported by
    the Companys fresh vegetables, packaged foods and
    fresh-cut flowers operations. The fresh vegetables and fresh-cut
    flowers segments were impacted by both lower sales and higher
    product costs. Operating income in the packaged foods segment
    was impacted by higher product costs that resulted from
    unfavorable foreign exchange currency movements in its
    international sourcing locations. Higher operating income in the
    Companys fresh fruit segment resulted from improved
    pricing in North America and Asia bananas and lower costs in the
    banana and fresh pineapple operations in North America and
    Europe. Net income for the second quarter of 2007 was
    $49.1 million compared to net income of $18.5 million
    in the second quarter of 2006.



For the first half of 2007, the Company generated revenues of
    $3.32 billion, reflecting a 12% increase compared to the
    prior year. Higher sales were reported in the Companys
    fresh fruit and packaged foods operating segments. Operating
    income was $101.2 million compared to $95.2 million
    earned in the prior year. Higher operating income in the fresh
    fruit operating segment and lower operating income in the fresh
    vegetables, packaged foods and fresh-cut flowers segments
    resulted from the same factors that drove the changes in the
    second quarters operating results. Net income of
    $38.8 million was reported for the first half of 2007
    compared to net income of $12.7 million in the first half
    of 2006.



Results
    of Operations



Selected results of operations for the quarters and half years
    ended June 16, 2007 and June 17, 2006 were as follows: Quarter EndedJune 16,


June 17,2007


2006(In thousands)Revenues, net

$
1,766,700


$
1,575,197Operating income


70,635



72,282Interest income and other income
    (expense), net


15,841



(2,324
)Interest expense


(44,722
)


(39,926
)Income taxes


7,837



(12,931
)Minority interests, net of income
    taxes and equity in earnings of unconsolidated subsidiaries


(536
)


1,222Income from discontinued
    operations, net of income taxes






202Net income


49,055



18,525   27




---



##### Table of Contents



Half Year EndedJune 16,


June 17,2007


2006(In thousands)Revenues, net

$
3,322,833


$
2,969,798Operating income


101,224



95,192Interest income and other income
    (expense), net


19,056



(1,936
)Interest expense


(88,924
)


(74,280
)Income taxes


6,596



(8,680
)Minority interests, net of income
    taxes and equity in earnings of unconsolidated subsidiaries


888



2,127Income from discontinued
    operations, net of income taxes






248Net income


38,840



12,671   Revenues
  ®
    Operating
    Income
     28




---



##### Table of Contents



Interest
    Income and Other Income (Expense), Net
      Interest
    Expense
      Income
    Taxes
       29




---



##### Table of Contents



Segment
    Results of Operations
        Quarter Ended


Half Year EndedJune 16,


June 17,


June 16,


June 17,2007


2006


2007


2006(In thousands)Revenues from external customers:Fresh fruit

$
1,231,538


$
1,003,909


$
2,277,955


$
1,900,933Fresh vegetables


265,086



304,403



509,360



547,606Packaged foods


241,876



221,723



470,102



417,670Fresh-cut flowers


27,921



44,869



64,885



103,033Corporate


279



293



531



556$
1,766,700


$
1,575,197


$
3,322,833


$
2,969,798   Quarter Ended


Half Year EndedJune 16,


June 17,


June 16,


June 17,2007


2006


2007


2006(In thousands)EBIT:Fresh fruit

$
89,812


$
52,495


$
120,480


$
72,783Fresh vegetables


(14,607
)


11,791



(12,374
)


16,351Packaged foods


17,337



22,002



32,585



36,883Fresh-cut flowers


(6,080
)


(5,083
)


(6,121
)


(5,478
)Total operating segments


86,462



81,205



134,570



120,539Corporate


(522
)


(10,025
)


(13,402
)


(25,156
)Interest expense


(44,722
)


(39,926
)


(88,924
)


(74,280
)Income taxes


7,837



(12,931
)


6,596



(8,680
)Net income from continuing
    operations

$
49,055


$
18,323


$
38,840


$
12,423   Fresh
    Fruit
   30




---



##### Table of Contents



Fresh
    Vegetables
      E.
    coli ®
 31




---



##### Table of Contents



Packaged
    Foods
      Fresh-Cut
    Flowers
  Form 10-K
    fresh-cut
  Corporate
   32




---



##### Table of Contents



Liquidity
    and Capital Resources
          Form 10-K
  Other
    Matters
  European Union Banana Import Regime:
     33




---



##### Table of Contents



Income Tax Audits:
  Derivative Instruments and Hedging
    Activities: Accounting for Derivative Instruments and
    Hedging Activities, as amended
    Supplemental
    Financial Information
    June 16,


December 30,2007


2006(In thousands)Balance Sheet Data:Total working capital (current
    assets less current liabilities)

$
785,480


$
687,721Total assets

$
4,677,758


$
4,612,356Total debt

$
2,380,724


$
2,364,181Total shareholders equity

$
422,418


$
341,083   34




---



##### Table of Contents



Quarter Ended


Half Year EndedJune 16,


June 17,


June 16,


June 17,2007


2006


2007


2006(In thousands)Other Financial Data:Net income

$
49,055


$
18,525


$
38,840


$
12,671Income from discontinued
    operations, net of income taxes






(202
)






(248
)Interest expense


44,722



39,926



88,924



74,280Income taxes


(7,837
)


12,931



(6,596
)


8,680Depreciation and amortization


35,132



33,501



71,319



66,336EBITDA

$
121,072


$
104,681


$
192,487


$
161,719EBITDA margin


6.9
%


6.6
%


5.8
%


5.4
%Capital expenditures

$
24,110


$
36,332


$
36,266


$
58,684       Form 10-K
 ITEM 3.
    QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK



For the quarter ended June 16, 2007, there have been no
    material changes in the market risk disclosure presented in the
    Companys Annual Report on
    Form 10-K
    for the year ended December 30, 2006. ITEM 4.
    CONTROLS AND PROCEDURES



An evaluation was carried out as of June 16, 2007 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. Based upon

35




---



##### Table of Contents



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

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

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

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

Certification by the Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act     *
    
    Filed herewith
    
    Furnished herewith 36




---



##### Table of Contents



SIGNATURES



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 31, 2007

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




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##### Table of Contents



EXHIBIT INDEX ExhibitNumber31
.1*

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

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

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

Certification by the Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.     *
    
    Filed herewith
    
    Furnished herewith 38