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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

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

For the quarterly period ended June 15, 2002

OR

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

For the transition period from  to

Commission File Number 1-4455

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DOLE FOOD COMPANY, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

99-0035300(I.R.S. Employer
Identification No.)


One Dole Drive
Westlake Village, California 91362(Address of principal executive offices and zip code)

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

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

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

|Class                      |  | Shares Outstanding at July 23, 2002
|-------------------------- |  | -----------------------------------
|Common Stock, No Par Value |  | 56,035,991                         

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DOLE FOOD COMPANY, INC.
Index

|         |         |                       |                                                                                                           |  | Page
Number
|-------- | ------- | --------------------- | --------------------------------------------------------------------------------------------------------- |  | -----------
|Part I.  |         | Financial Information |                                                                                                           | 
|         | Item 1. |                       | Financial Statements                                                                                      |  |            
|         |         |                       | Condensed Consolidated Statements of IncomeQuarters and Half Years Ended June 15, 2002 and June 16, 2001 |  | 3          
|         |         |                       | Condensed Consolidated Balance SheetsJune 15, 2002 and December 29, 2001                                 |  | 5          
|         |         |                       | Condensed Consolidated Statements of Cash FlowsHalf Years Ended June 15, 2002 and June 16, 2001          |  | 6          
|         |         |                       | Notes to Condensed Consolidated Financial Statements                                                      |  | 7          
|         | Item 2. |                       | Management's Discussion and Analysis of Financial Condition and Results of Operations                     |  | 15         
|         | Item 3. |                       | Quantitative and Qualitative Disclosures About Market Risk                                                |  | 21         
|Part II. |         | Other Information     |                                                                                                           | 
|         | Item 1. |                       | Legal Proceedings                                                                                         |  | 22         
|         | Item 4. |                       | Submission of Matters to a Vote of Security Holders                                                       |  | 22         
|         | Item 6. |                       | Exhibits and Reports on Form 8-K                                                                          |  | 23         
|         |         |                       | Signatures                                                                                                |  | 24         

2

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PART I.  FINANCIAL INFORMATION

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

|                                                                 |                                                       | Quarter Ended
|---------------------------------------------------------------- | ----------------------------------------------------- | -------------
|
|Revenues                                                         |                                                       | $            
|Cost of products sold                                            |                                                       |              
|                                                                 |                                                       |              
|                                                                 | Gross margin                                          |              
|Selling, marketing and general and administrative expenses       |                                                       |              
|                                                                 |                                                       |              
|                                                                 | Operating income                                      |              
|Interest income                                                  |                                                       |              
|Other (expense) incomenet                                       |                                                       |              
|                                                                 |                                                       |              
|                                                                 | Earnings before interest expense and income taxes     |              
|Interest expense                                                 |                                                       |              
|                                                                 |                                                       |              
|                                                                 | Income from continuing operations before income taxes |              
|Income taxes                                                     |                                                       |              
|                                                                 |                                                       |              
|Income from continuing operations                                |                                                       |              
|Income from discontinued operations, net of income taxes of $912 |                                                       |              
|                                                                 |                                                       |              
|                                                                 | Net income                                            |              
|                                                                 |                                                       |              
|Earnings per common sharebasic                                  |                                                       |              
|                                                                 | Continuing operations                                 |              
|                                                                 | Discontinued operations                               |              
|                                                                 |                                                       |              
|                                                                 | Net income                                            |              
|                                                                 |                                                       |              
|Earnings per common sharediluted                                |                                                       |              
|                                                                 | Continuing operations                                 |              
|                                                                 | Discontinued operations                               |              
|                                                                 |                                                       |              
|                                                                 | Net income                                            |              
|                                                                 |                                                       |              
|Weighted average number of common shares outstandingbasic       |                                                       |              
|Weighted average number of common shares outstandingdiluted     |                                                       |              

See Notes to Condensed Consolidated Financial Statements

3

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DOLE FOOD COMPANY, INC.  CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)  (in thousands, except per share amounts)

|                                                                   |                                                                                                                 | Half Year Ended
|------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------- | ---------------
|
|Revenues                                                           |                                                                                                                 | $              
|Cost of products sold                                              |                                                                                                                 |                
|                                                                   |                                                                                                                 |                
|                                                                   | Gross margin                                                                                                    |                
|Selling, marketing and general and administrative expenses         |                                                                                                                 |                
|                                                                   |                                                                                                                 |                
|                                                                   | Operating income                                                                                                |                
|Interest income                                                    |                                                                                                                 |                
|Other (expense) incomenet                                         |                                                                                                                 |                
|                                                                   |                                                                                                                 |                
|                                                                   | Earnings before interest expense and income taxes                                                               |                
|Interest expense                                                   |                                                                                                                 |                
|                                                                   |                                                                                                                 |                
|                                                                   | Income from continuing operations before income taxes and cumulative effect of a change in accounting principle |                
|Income taxes                                                       |                                                                                                                 |                
|                                                                   |                                                                                                                 |                
|Income from continuing operations                                  |                                                                                                                 |                
|Income from discontinued operations, net of income taxes of $2,248 |                                                                                                                 |                
|                                                                   |                                                                                                                 |                
|                                                                   | Income before cumulative effect of a change in accounting principle                                             |                
|Cumulative effect of a change in accounting principle              |                                                                                                                 |                
|                                                                   |                                                                                                                 |                
|                                                                   | Net income                                                                                                      |                
|                                                                   |                                                                                                                 |                
|Earnings per common sharebasic                                    |                                                                                                                 |                
|                                                                   | Continuing operations                                                                                           |                
|                                                                   | Discontinued operations                                                                                         |                
|                                                                   | Cumulative effect of a change in accounting principle                                                           |                
|                                                                   |                                                                                                                 |                
|                                                                   | Net income                                                                                                      |                
|                                                                   |                                                                                                                 |                
|Earnings per common sharediluted                                  |                                                                                                                 |                
|                                                                   | Continuing operations                                                                                           |                
|                                                                   | Discontinued operations                                                                                         |                
|                                                                   | Cumulative effect of a change in accounting principle                                                           |                
|                                                                   |                                                                                                                 |                
|                                                                   | Net income                                                                                                      |                
|                                                                   |                                                                                                                 |                
|Weighted average number of common shares outstandingbasic         |                                                                                                                 |                
|Weighted average number of common shares outstandingdiluted       |                                                                                                                 |                

See Notes to Condensed Consolidated Financial Statements

4

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

|                                                                                        |                                                       | June 15,
2002                                                                                                                                                                                         |           | December 29,
2001 |          
|--------------------------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ----------------- | ---------
|Current assets                                                                          |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        | Cash and cash equivalents                             |                                                                                                                                                                                                       | $         | 611,418           |          
|                                                                                        | Receivables, net of allowances of $90,032 and $89,331 |                                                                                                                                                                                                       |           | 626,056           |          
|                                                                                        | Inventories, net                                      |                                                                                                                                                                                                       |           | 389,483           |          
|                                                                                        | Prepaid expenses                                      |                                                                                                                                                                                                       |           | 47,715            |          
|                                                                                        |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        |                                                       | Total current assets                                                                                                                                                                                  |           |                   | 1,674,672
|Investments                                                                             |                                                       |                                                                                                                                                                                                       | 87,615    |                   |          
|Property, plant and equipment, net of accumulated depreciation of $868,587 and $856,110 |                                                       |                                                                                                                                                                                                       | 1,016,733 |                   |          
|Goodwill, net of accumulated amortization of $34,885 and $49,764                        |                                                       |                                                                                                                                                                                                       | 136,109   |                   |          
|Other assets                                                                            |                                                       |                                                                                                                                                                                                       | 140,322   |                   |          
|                                                                                        |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        |                                                       | Total assets                                                                                                                                                                                          |           |                   | 3,055,451
|                                                                                        |                                                       |                                                                                                                                                                                                       |           |                   |          
|Current liabilities                                                                     |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        | Notes payable                                         |                                                                                                                                                                                                       | $         | 66,281            |          
|                                                                                        | Current portion of long-term debt                     |                                                                                                                                                                                                       |           | 234,450           |          
|                                                                                        | Accounts payable and accrued liabilities              |                                                                                                                                                                                                       |           | 743,593           |          
|                                                                                        |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        |                                                       | Total current liabilities                                                                                                                                                                             |           |                   | 1,044,324
|Long-term debt                                                                          |                                                       |                                                                                                                                                                                                       | 905,125   |                   |          
|Other long-term liabilities                                                             |                                                       |                                                                                                                                                                                                       | 344,303   |                   |          
|Minority interests                                                                      |                                                       |                                                                                                                                                                                                       | 35,790    |                   |          
|Commitments and contingencies (See Note 10)                                             |                                                       |                                                                                                                                                                                                       |           |                   |          
|Shareholders' equity                                                                    |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        |                                                       | Preferred stock, no par value
    Authorized: 30 million shares, issued and outstanding: none                                                                                                         |           |                   |         
|                                                                                        |                                                       | Common stock, no par value
    Authorized: 80 million shares, 56.0 million shares issued and
    outstanding at June 15, 2002 and 55.9 million shares issued and
    outstanding at December 29, 2001 |           |                   | 316,677  
|                                                                                        |                                                       | Additional paid-in capital                                                                                                                                                                            |           |                   | 61,684   
|                                                                                        |                                                       | Retained earnings                                                                                                                                                                                     |           |                   | 433,107  
|                                                                                        |                                                       | Accumulated other comprehensive loss                                                                                                                                                                  |           |                   | (85,559  
|                                                                                        |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        |                                                       | Total shareholders' equity                                                                                                                                                                            |           |                   | 725,909  
|                                                                                        |                                                       |                                                                                                                                                                                                       |           |                   |          
|                                                                                        |                                                       | Total liabilities and shareholders' equity                                                                                                                                                            |           |                   | 3,055,451
|                                                                                        |                                                       |                                                                                                                                                                                                       |           |                   |          

See Notes to Condensed Consolidated Financial Statements

5

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

|                                                                                                                      |                                               | Half Year Ended |         
|--------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | --------------- | --------
|
|Operating activities                                                                                                  |                                               |                 |         
|Net income                                                                                                            |                                               | $               | 3,209   
|Less: Income from discontinued operations, net of income taxes                                                        |                                               |                 |        
|Add: Cumulative effect of a change in accounting principle                                                            |                                               |                 | 119,917 
|                                                                                                                      |                                               |                 |         
|Income from continuing operations                                                                                     |                                               |                 | 123,126 
|Adjustments to reconcile net income to net cash provided by operating activities:                                     |                                               |                 |         
|                                                                                                                      | Depreciation and amortization                 |                 |         
|                                                                                                                      | Deferred income taxes                         |                 |         
|                                                                                                                      | Asset write-downs                             |                 |         
|                                                                                                                      | Gain on sale of available-for-sale securities |                 |         
|                                                                                                                      | Equity earnings, net of distributions         |                 |         
|                                                                                                                      | Other                                         |                 |         
|Change in operating assets and liabilities, net of effects from acquisitions, dispositions and non-cash transactions: |                                               |                 |         
|                                                                                                                      | Receivables                                   |                 |         
|                                                                                                                      | Inventories                                   |                 |         
|                                                                                                                      | Prepaid expenses and other assets             |                 |         
|                                                                                                                      | Accounts payable and accrued liabilities      |                 |         
|                                                                                                                      | Other                                         |                 |         
|                                                                                                                      |                                               |                 |         
|Cash flow provided by operating activities of continuing operations                                                   |                                               |                 | 70,755  
|Cash flow provided by operating activities of discontinued operations                                                 |                                               |                 |        
|                                                                                                                      |                                               |                 |         
|Cash flow provided by operating activities                                                                            |                                               |                 | 70,755  
|                                                                                                                      |                                               |                 |         
|Investing activities                                                                                                  |                                               |                 |         
|Proceeds from sale of available-for-sale securities                                                                   |                                               |                 |        
|Investments in available-for-sale securities                                                                          |                                               |                 |        
|Proceeds from sales of assets                                                                                         |                                               |                 | 19,733  
|Capital additions                                                                                                     |                                               |                 | (156,014
|Investments and acquisitions, net of cash acquired                                                                    |                                               |                 | (515    
|                                                                                                                      |                                               |                 |         
|Cash flow used in investing activities of continuing operations                                                       |                                               |                 | (136,796
|Cash flow used in investing activities of discontinued operations                                                     |                                               |                 |        
|                                                                                                                      |                                               |                 |         
|Cash flow used in investing activities                                                                                |                                               |                 | (136,796
|                                                                                                                      |                                               |                 |         
|Financing activities                                                                                                  |                                               |                 |         
|Repurchase of notes                                                                                                   |                                               |                 | (73,272 
|Short-term debt borrowings (repayments)net                                                                           |                                               |                 | 11,693  
|Long-term debt borrowings (repayments)net                                                                            |                                               |                 | 388,720 
|Cash dividends paid                                                                                                   |                                               |                 | (16,791 
|Issuance of common stock                                                                                              |                                               |                 | 3,867   
|                                                                                                                      |                                               |                 |         
|Cash flow provided by (used in) financing activities of continuing operations                                         |                                               |                 | 314,217 
|Cash flow used in financing activities of discontinued operations                                                     |                                               |                 |        
|                                                                                                                      |                                               |                 |         
|Cash flow provided by (used in) financing activities                                                                  |                                               |                 | 314,217 
|                                                                                                                      |                                               |                 |         
|Effect of foreign exchange rate changes on cash                                                                       |                                               |                 | 1,916   
|                                                                                                                      |                                               |                 |         
|Increase in cash and cash equivalents                                                                                 |                                               |                 | 250,092 
|Cash and cash equivalents at beginning of period                                                                      |                                               |                 | 361,326 
|                                                                                                                      |                                               |                 |         
|Cash and cash equivalents at end of period                                                                            |                                               |                 | 611,418 
|                                                                                                                      |                                               |                 |         

See Notes to Condensed Consolidated Financial Statements

6

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





Quarter Ended

Half Year EndedJune 15,
2002

June 16,
2001

June 15,
2002

June 16,
2001RevenuesFresh fruit

$
738,262

$
727,051

$
1,389,002

$
1,390,007Fresh vegetables


196,690


209,216


420,666


412,261Packaged foods


130,046


123,887


257,934


224,163Fresh-cut flowers


45,850


56,015


98,651


112,757Other


7,337


11,752


11,347


20,2161,118,185


1,127,921


2,177,600


2,159,404EBITFresh fruit


98,856


40,338


145,664


79,842Fresh vegetables


13,289


27,105


57,013


52,030Packaged foods


12,056


260


25,466


6,185Fresh-cut flowers


(1,880
)

6,001


1,225


8,979Total operating segments


122,321


73,704


229,368


147,036Corporate and other


(14,610
)

(6,054
)

(24,362
)

(16,456
)107,711


67,650


205,006


130,580


7

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June 15,
2002

December 29,
2001AssetsFresh fruit

$
1,592,716

$
1,407,979Fresh vegetables


328,139


340,975Packaged foods


363,348


355,499Fresh-cut flowers


169,933


288,142Total operating segments


2,454,136


2,392,595Corporate and other


601,315


354,0983,055,451


2,746,693


June 15,
2002

December 29,
2001InventoriesFinished products

$
190,846

$
168,426Raw materials and work in progress


104,228


110,989Crop growing costs


40,900


55,251Operating supplies and other


64,440


62,083Inventory reserves


(10,931
)

(10,650
)389,483


386,099


Quarter Ended

Half Year EndedJune 15,
2002

June 16,
2001

June 15,
2002

June 16,
2001Net income

$
66,848

$
36,968

$
3,209

$
71,687Unrealized foreign currency translation net gain (loss)


9,015


(1,612
)

9,096


(9,043
)Unrealized net (loss) gain on cash flow hedging instruments


(10,944
)

1,035


(10,264
)

(944
)Other





376





Comprehensive income


64,919


36,767


2,041


61,700


8

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9

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10

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Quarter Ended

Half Year EndedJune 15,
2002

June 16,
2001

June 15,
2002

June 16,
2001Net income from continuing operations before cumulative effect of a change in accounting principle, as reported

$
66,848

$
33,285

$
123,126

$
62,740Add: goodwill amortization





2,692





5,090Adjusted net income from continuing operations before cumulative effect of a change in accounting principle


66,848


35,977


123,126


67,830Cumulative effect of a change in accounting principle








(119,917
)

Adjusted net income


66,848


35,977


3,209


67,830Earnings per share from continuing operations before cumulative effect of a change in accounting principle, as reportedbasic

$
1.19

$
0.59

$
2.20

$
1.12Add: goodwill amortization





0.05





0.09Adjusted earnings per share before cumulative effect of a change in accounting principlebasic


1.19


0.64


2.20


1.21Cumulative effect of a change in accounting principle








(2.14
)

Adjusted earnings per sharebasic


1.19


0.64


0.06


1.21Earnings per share from continuing operations before cumulative effect of a change in accounting principle, as reporteddiluted

$
1.18

$
0.59

$
2.17

$
1.12Add: goodwill amortization





0.05





0.09Adjusted earnings per share before cumulative effect of a change in accounting principlediluted


1.18


0.64


2.17


1.21Cumulative effect of a change in accounting principle








(2.11
)

Adjusted earnings per sharediluted


1.18


0.64


0.06


1.21


11

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Balance
Dec. 29, 2001

Impairment
Charge

Foreign
Exchange and
Other

Balance
June 15, 2002Fresh fruit

$
132,553

$


$
42

$
132,595Packaged foods


3,476





38


3,514Fresh-cut flowers


119,917


(119,917
)




255,946


(119,917
)

80


136,109


12

---







2001
Expense

Utilized
to Date

Accrued as of
June 15, 2002Property, plant and equipment

$
60,527

$
60,527

$
Goodwill


4,246


4,246


Long-term advances


6,881


6,881


Receivables and other assets


18,882


18,882


Accrued costs:Employee severance


31,878


10,838


21,040Contract terminations


4,292


3,720


572Other accrued costs


5,978


1,374


4,604Total business reconfiguration costs


132,684


106,468


26,216




13

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14

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

Results of Operations

Fresh Fruit

Fresh fruit revenues for the first half of 2002 compared with the first half of 2001 remained unchanged at $1.4 billion. Revenues for the second quarter of
2002 increased 2% to $738 million from $727 million for the second quarter of 2001. The increase in fresh fruit revenues in the second quarter was primarily due to slightly increased
volumes and pricing in the North American banana business, higher prices in the European and Asian banana businesses and higher pricing and volumes for DOLE PREMIUM SELECT® Pineapples,
partially offset by reduced banana volumes in Europe and Asia and the winding down of the California deciduous and Pacific Northwest apples businesses. These shut down businesses accounted for
approximately $14 million of revenues last year that were not realized in 2002. The impact of the yen- and euro-to-U.S. dollar exchange rates on revenues for
the second quarter of 2002 versus the prior year was not significant; however, these exchange rates on a year-to-date basis had a negative impact of approximately
$26 million, primarily attributable to the yen's decline in the first quarter of 2002.

Earnings
before interest expense and income taxes ("EBIT") in the fresh fruit segment for the first half of 2002 increased 82% to $146 million from $80 million for the
first half of 2001. EBIT for the second quarter of 2002 increased 145% to $99 million from $40 million for the second quarter of 2001. EBIT in the second quarter and first half of 2002
increased due to improved earnings in the Company's banana operations as a result of global cost cutting activities and better pricing in Europe and Asia as well as higher prices and volumes for DOLE
PREMIUM SELECT® Pineapples. These increases were partially offset by lower banana volumes sold into the Europe and Asia markets and a slightly weaker yen-to-U.S.
dollar exchange rate, before considering approximately $4 million of realized gains from hedging. Fresh
fruit EBIT for the second quarter of 2001 included a $25 million expense primarily related to asset write-downs resulting from business reconfiguration programs. EBIT in the second quarter and
first half of 2002 also increased compared to prior year due to $2 million and $3 million of goodwill amortization not recorded in the second quarter and the first half of 2002,
respectively, as a result of the Company's adoption of Statement of Financial Accounting Standards No. 142 ("FAS 142"), "Goodwill and Other Intangible Assets" at the beginning of 2002.

Fresh Vegetables

Fresh vegetables revenues for the first half of 2002 increased 2% to $421 million from $412 million for the first half of 2001. Revenues for the
second quarter of 2002 decreased 6% to $197 million from $209 million for the second quarter of 2001. In the second quarter, the decrease was mainly attributable to normalized pricing
and lower volumes of North American commodity vegetables, partially offset by increased volumes in the Company's fresh-cut salads business. Year-to-date revenues
for 2002 increased slightly over 2001, as a result of higher prices for commodity vegetables during the first quarter of 2002 due to an industry-wide lettuce shortage, which was partially
offset by lower commodity vegetables prices and volumes during the second quarter.

Fresh
vegetables EBIT for the first half of 2002 increased 10% to $57 million from $52 million for the first half of 2001. EBIT for the second quarter of 2002 decreased 51%
to $13 million from $27 million for the second quarter of 2001. The decrease in second quarter EBIT was mainly attributable to commodity vegetables prices falling to more normal levels
from the exceptionally high levels that prevailed in the second quarter of 2001 and lower volumes of North American commodity vegetables, which was partially offset by increased volumes in the
packaged salad business. EBIT in the first half of 2002 increased slightly

15

---

due to higher commodity vegetables pricing in the first quarter of 2002 and higher volumes from packaged salads.

Packaged Foods

Packaged foods revenues for the first half of 2002 increased 15% to $258 million from $224 million for the first half of 2001. Revenues for the
second quarter of 2002 increased 5% to $130 million from $124 million for the second quarter of 2001. The increase in revenues for the second quarter and first half of 2002 were due to
higher volumes for the Company's FRUIT BOWLS® and FRUIT-N-GEL BOWLS products. The increase in second quarter revenues was partially offset by lower
volumes of traditional canned pineapple products in the second quarter of 2002. Some marketing costs are now reported as a reduction of revenues, as a result of the Company's adoption of Emerging
Issues Task Force Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products)."

EBIT
in the packaged foods segment for the first half of 2002 increased to $25 million from $6 million for the first half of 2001. EBIT for the second quarter of 2002
increased to $12 million from $0.3 million for the second quarter of 2001. These increases in EBIT were due to the continued success of the FRUIT BOWLS® and
FRUIT-N-GEL BOWLS products, primarily as a result of higher volumes which was partially offset by new product development expenses. EBIT for the second quarter of
2001 included $2 million of expense, primarily related to contract severance and asset write-downs, resulting from business reconfiguration programs.

Fresh-cut Flowers

Fresh-cut flowers revenues for the first half of 2002 decreased 13% to $99 million from $113 million for the first half of 2001.
Revenues for the second quarter of 2002 decreased 18% to $46 million from $56 million for the second quarter of 2001. These decreases in revenues were due to lower sales prices and
volumes in both the mass and wholesale markets.

EBIT
in the fresh-cut flowers segment for the first half of 2002 decreased 86% to $1 million from $9 million for the first half of 2001. EBIT for the second
quarter of 2002 decreased to a loss of $2 million from earnings of $6 million for the second quarter of 2001. EBIT decreased as a result of lower sales prices and volumes in the mass and
wholesale markets combined with higher per unit production costs. The Company also did not record goodwill amortization related to fresh-cut flowers of $1 million and
$2 million in the second quarter and half year ended June 15, 2002, respectively, as a result of the Company's adoption of FAS 142 at the beginning of 2002.

Business Reconfiguration Activities

During the first quarter of 2001, the Company undertook an extensive cost savings initiative and engaged the Boston Consulting Group to assist in performing
strategic and operational reviews of its banana and fresh-cut flowers businesses and in implementing programs to enhance profitability and achieve consolidated savings from global
strategic sourcing and logistics. The Company completed these reconfiguration reviews in the fourth quarter of 2001. The actions taken as a result of these reviews resulted in $133 million of
expenses for 2001 recognized as a component of cost of products sold in the Condensed Consolidated Statements of Operations. Of the $133 million of 2001 expense, $28 million was
recognized in the second quarter of 2001 for the shutdown and related asset sales of the Company's California deciduous and Pacific Northwest apples operations, including packinghouses, ranches and
orchards in California and Washington. The remaining $105 million was recognized in the third quarter of 2001 and included costs associated with the planned divestiture of the Company's Pascual
Hermanos fresh vegetables and fruits subsidiary in Spain and certain other non-core businesses in Europe, as well as the downsizing of banana and flower operations in Latin America and
banana production in the Philippines. A

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majority of the costs associated with these programs consisted of asset impairments necessary to write certain assets down to fair value, less costs to sell. Also included in the $133 million
of expense was $42 million of accrued costs for employee severance, contract terminations and other costs associated
with divestiture, closure and other reconfiguration activities. In connection with these reconfiguration programs, 3,179 management and production employees in the Company's operations were identified
for termination. The majority of the employees identified for termination work in the Pascual Hermanos subsidiary and the banana and fresh-cut flowers businesses in Latin America. As of
June 15, 2002, 1,384 employees had been severed and accrued costs of $26 million remained. These accrued costs primarily relate to employee severance that will be settled in 2002.

Interest, Income Taxes and Other

Interest income for the second quarter and first half of 2002 was $3 million and $5 million, respectively, compared to $1 million and
$2 million for the second quarter and first half of 2001, respectively. The increase in interest income in the second quarter and first half of 2002 was due to interest earned on higher cash
balances which resulted from the recent issuance of $400 million 71/4% unsecured senior notes and the divestiture of the Honduran beverage business.

Other
(expense)/income-net generally consists of minority interest expense and certain non-operating items. Other expense was $3 million and
$4 million for the second quarter and first half of 2002, respectively, compared to other income of $7 million and $6 million for the second quarter and first half of 2001,
respectively. In the second quarter of 2002, a debt extinguishment premium of $3 million was paid in connection with the Company's repurchase of $73 million principal of its
$300 million 7% unsecured senior notes due in 2003. The second quarter of 2001 included an $8 million gain related to the sale of available-for-sale securities.

Interest
expense for the second quarter and first half of 2002 was $19 million and $34 million, respectively, compared to $18 million and $36 million for the
second quarter and first half of 2001, respectively. Interest expense increased in the second quarter primarily due to higher average debt levels resulting from the recent issuance of the
$400 million 71/4% unsecured senior notes. Interest expense for the first half of 2002 decreased due to lower average debt levels.

As
a result of a change in the Company's earnings mix, the effective tax rate for the second quarter of 2002 was approximately 24% to adjust the effective tax rate to an estimated
annualized rate of 28%. This resulted in income tax expense for the second quarter of 2002 of $21 million.

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

The
Company distributes its products in more than 90 countries throughout the world. Some of the Company's costs are incurred in currencies different from those received from the sale of
products. Its international sales are usually transacted in U.S. dollars and major European and Asian currencies. Since the Company transacts business throughout the world, it is subject to risks
associated with fluctuations in foreign currency exchange rates, primarily the yen and the euro. For the quarter ended June 15, 2002, the Company had approximately $149 million and
$244 million, respectively, of sales denominated in Japanese yen and the euro. For the half year ended June 15, 2002, the Company had approximately $249 million and
$458 million, respectively, of sales denominated in Japanese yen and the euro. During the second quarter, the euro and related European currencies as well as the Japanese yen strengthened
against the U.S. dollar, resulting in foreign currency translation gains for the quarter and half year ended June 15, 2002. The

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ultimate impact of future changes to these and other currency exchange rates in 2002 is not determinable at this time.

In
June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 143 ("FAS 143"), "Accounting for Asset
Retirement Obligations." This standard provides accounting guidelines for the cost of legal obligations associated with the retirement of long-lived assets. FAS 143 requires that
companies recognize the fair value of a liability for asset retirement obligations in the period in which the obligations are incurred and capitalize that amount as part of the book value of the
long-lived asset. The resulting net cost is then depreciated over the remaining life of the underlying long-lived asset. FAS 143 is effective for fiscal years beginning
after June 15, 2002. As required, the Company will adopt the provisions of FAS 143 on December 29, 2002, the first day of its 2003 fiscal year, and currently is in the process of
evaluating the impact of adopting FAS 143.

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

In
November 2001, the Emerging Issues Task Force ("EITF") of the FASB reached a consensus on EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)" ("EITF 01-9"). This consensus requires companies to report certain consideration given by a vendor to a customer as a reduction in revenues
rather than as marketing expense. This consensus was required to be adopted no later than the first quarter of 2002 and upon adoption, companies were required to retroactively reclassify such amounts
in previously issued financial statements to comply with the income statement classification requirements of the consensus. The Company adopted the provisions of EITF 01-9 during the first
quarter of 2002. The impact of the adoption was limited to reclassifications of costs previously included in selling, marketing and general and administrative expenses, as a reduction of revenues. The
change in presentation had no impact on the Company's reported operating or net income. Prior year comparative amounts have been reclassified to comply with EITF 01-9. The effect of the
adoption of EITF 01-9 was a reduction of
$35 million and $60 million, respectively, in both revenues and selling, marketing and general and administrative expenses for the previously reported quarter and half year ended
June 16, 2001.

In
April 2002, the FASB issued Statement of Financial Accounting Standards No.145 ("FAS 145"), "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." FAS 145 rescinds both Statement of Financial Accounting Standards No. 4 ("FAS 4"), "Reporting Gains and Losses from Extinguishment of
Debt" and Statement of Financial Accounting Standards No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." In so doing, FAS 145 eliminates the
requirement that gains and losses from the extinguishment of debt be aggregated, and if material, classified as an extraordinary item, net of the related income tax effect, unless the criteria in
Accounting Principles Board Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" are met. FAS 145 amends Statement of Financial Accounting Standards No. 13 ("FAS 13"), "Accounting for Leases" to require that
certain lease modifications that have economic effects similar to sale-leaseback transactions are accounted for in the same manner as sale-leaseback transactions.
FAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. The provisions
of FAS 145 related to the rescission of FAS 4 are effective for fiscal years beginning after May 15, 2002. The provisions of FAS 145 related to the amendment of FAS 13 are
effective for transactions occurring after May 15, 2002. All other provisions of FAS 145 are effective for financial statements issued on or after May 15, 2002. The

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Company has early adopted the provisions of FAS 145 and included a loss of approximately $3 million from extinguishment of debt in the quarter ended June 15, 2002 in other
expense in the Condensed Consolidated Statement of Income.

The
Company has made a policy decision to work towards consolidating its three off-balance sheet operating leases, totaling approximately $190 million. This is not
expected to have a material effect on the Company's income statement or cash flows but will increase assets and liabilities on its balance sheet. These operating leases, which were disclosed in the
Notes to the Company's Annual Report on Form 10-K for the year ended December 29, 2001, relate to two ships, containers used mainly in the transport of fresh fruit and the
Company's corporate headquarters facility. In order to consolidate these operating leases, one of the following must occur: new accounting standards currently being contemplated by the FASB must be
adopted; the lease counterparties must agree to amendments to the leases; or the term of the leases must end. If these new accounting standards are not adopted promptly, the Company will work to amend
the lease agreements.

During
the second quarter of 2002, the Company recorded on its Condensed Consolidated Balance Sheet grower loans and advances relating to certain operations in Latin America. These loans
have been disclosed as contingencies in the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 29, 2001. This
change did not affect the Company's Condensed Consolidated Statement of Income. The aggregate amount of such grower loans and advances was $44 million and $28 million at June 15,
2002 and December 29, 2001, respectively.

The
Company has decided to expense the cost of all employee stock options it grants, beginning with the next annual grant of options in the first quarter of 2003. All employee stock
option grants or modifications from that date forward will be expensed over the stock option vesting period based on the fair value at the date the options are granted or modified, in accordance with
Statement of Financial Accounting Standards No. 123, "Accounting for StockBased Compensation." Options granted in 2002 and earlier years will continue to be accounted for under the
accounting principle that was applied at the time of the grant.

In
June 2001, the FASB issued Statements of Financial Accounting Standards No. 141 ("FAS 141"), "Business Combinations" and No. 142 ("FAS 142"),
"Goodwill and Other Intangible Assets." These statements, among other things, eliminate the pooling of interest method of accounting for business combinations as of June 30, 2001 and eliminate
the amortization of goodwill for all fiscal years beginning after December 15, 2001. The Company adopted FAS 141 and FAS 142 with respect to new goodwill as of July 1, 2001
and adopted FAS 142 with respect to existing goodwill as of December 30, 2001, the first day of its 2002 fiscal year. The adoption of FAS 141 did not impact the Company's
financial condition or results of operations. In accordance with FAS 142, existing goodwill was amortized through fiscal 2001. Upon the adoption of FAS 142, the Company ceased amortizing
existing goodwill.

During
the second quarter of 2002, the Company completed the two-step process of the transitional goodwill impairment test prescribed in FAS 142 with respect to
existing goodwill. The first step of the transitional goodwill impairment test involved a comparison of the fair value of each of the Company's reporting units, as defined under FAS 142, with
its carrying amount. If the carrying amount exceeded the fair value of a reporting unit, the Company was required to perform the second step of the transitional goodwill impairment test. As a result
of the outcome of the first step relative to the fresh-cut flowers reporting unit, the Company was required to perform the second step of the transitional goodwill impairment test for this
reporting unit. The second step involved comparing the implied fair value of the fresh-cut flowers reporting unit's goodwill to its carrying value to measure the amount of impairment. The
transitional goodwill impairment test resulted in the Company recognizing a non-cash transitional goodwill impairment charge of $120 million related entirely to the
fresh-cut flowers reporting unit. As required by FAS 142, the $120 million charge is retroactively reflected as a cumulative effect of a change in accounting principle in the
Company's Condensed Consolidated Statement of Income for the half year ended June 15,

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2002. There was no income tax effect on the impairment charge as the charge primarily related to goodwill in foreign tax jurisdictions where the Company believes it is more likely than not that
future taxable income in these jurisdictions will not be sufficient to realize the related income tax benefits associated with the charge. The charge represented a total write-off of the
goodwill in the fresh-cut flowers reporting unit. The fair value of the fresh-cut flowers reporting unit was determined based on discounted cash flows that the business expects
to generate in the future. The circumstances leading to the goodwill impairment in the fresh-cut flowers reporting unit include the fact that the flower industry is less attractive than
the Company had expected in 1998 when it made its acquisitions in this industry and the fact that the Company's progress in integrating the acquired businesses has been slower than expected.

Liquidity and Capital Resources

Cash flows provided by operating activities from continuing operations decreased from $172 million in the first half of 2001 to $71 million in the
first half of 2002. Cash flows in the first half of 2002 were lower due to an increase in receivables primarily due to the timing of cash collections and increased revenues in Asia's fresh fruit
businesses. In addition, inventory levels in the first half of 2002 remained relatively flat whereas in the first half of 2001, inventory levels decreased significantly due to stronger seasonal
reductions and the Company's cost-cutting activities implemented in 2001. In addition, accounts payable and accrued liabilities decreased as the Company made higher payments to its growers
and suppliers, primarily in the fresh vegetables business, as well as a payment for income taxes relating to the gain on the divestiture of the Honduran beverage business during the first half of
2002. These uses of cash were offset by higher income from continuing operations in the first half of 2002.

During
the first half of 2002, proceeds from the sale of assets of $20 million primarily included proceeds received from the sale of assets in the Company's Pacific Northwest
businesses.

Capital
expenditures from continuing operations were $139 million and $156 million for the second quarter and first half of 2002, respectively. These capital expenditures
were mainly for the acquisition and improvement of productive assets. In the second quarter of 2002, the Company purchased eight vessels previously under an operating lease agreement, which expired,
for $121 million.

During
the first half of 2002, net debt (total debt less cash) increased approximately $112 million to $594 million. At December 29, 2001, the Company's net debt
totaled $482 million. The increase during the second quarter and first half of 2002 was primarily due to the recent vessel purchase of $121 million. The Company's net debt to total net
capitalization (net debt plus equity) percentage increased to 45% at the end of the first half of 2002 from 40% at the end of 2001. As of June 15, 2002, the Company had no outstanding balances
under its uncommitted lines of credit and no outstanding borrowings under its $400 million, 5-year revolving credit facility or its $200 million, 364-day
revolving credit facility, which expires on August 23, 2002. The Company does not intend to renew the $200 million, 364-day revolving credit facility. Provisions under these
facilities require the Company to comply with certain financial covenants that include a maximum permitted ratio of consolidated debt to net worth and a minimum required fixed charge coverage ratio.
As of June 15, 2002, the Company was in compliance with these covenants.

During
the quarter ended June 15, 2002, the Company repurchased approximately $73 million of its $300 million 7% unsecured senior notes due in 2003. In connection
with these repurchases, the Company paid a premium of $3 million on the early extinguishment of debt.

In
April 2002, the Company completed the sale and issuance of $400 million aggregate principal amount 71/4% Senior Notes due 2009 (the "Original Notes"). The
Original Notes were sold in a private placement under Rule 144A and Regulation S promulgated by the Securities and Exchange Commission ("SEC"). The sale was exempt from the registration
requirements of the Securities Act of 1933, as amended. The Company
subsequently filed a registration statement with the SEC offering holders of the Original Notes the opportunity to exchange their Original Notes for publicly registered notes (the

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"Notes") having substantially identical terms, except for certain restrictions on transfer that pertained only to the Original Notes. On July 23, 2002, this exchange offer expired; all of the
Original Notes were tendered in the exchange offer and were accepted. Interest on the Notes will be paid semiannually in arrears on May 1 and November 1 of each year, beginning on
November 1, 2002. The Notes are unsecured senior obligations of the Company and rank equally with the Company's outstanding senior unsecured debt.

The
Company may repurchase some of its previously issued notes. However, the amounts and timing of the Company's actual repurchases may vary significantly depending on various internal
and external factors.

In
June 2002, the Company entered into an agreement, subject to the completion of certain events, to sell all of its debt and equity interests in Pascual Hermanos, S.A., a Spanish
corporation, held by the Company and its subsidiaries, for a total purchase price of approximately EUR 27.7 million, subject to adjustments. Pascual Hermanos, S.A. grows and distributes fresh
vegetables and fruits in Europe. The Company expects the transaction to close in the third quarter of 2002.

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

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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT MARKET RISK

As stated previously, in the quarter ended June 15, 2002, the Company repurchased $73 million of its $300 million 7% unsecured senior notes.
Further, in the same quarter, the Company issued $400 million of 71/4% Senior Notes due in 2009. At June 15, 2002, the estimated fair value of these new notes approximated
their face value. Other than the matters discussed above, 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 December 29, 2001.

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PART II.  OTHER INFORMATION  DOLE FOOD COMPANY, INC.

Item 1. Legal Proceedings

In the Company's Form 10-Q for the quarter ended October 7, 2000, Dole described certain lawsuits that had been filed in Texas,
Louisiana, Mississippi and Hawaii against Dole, several of its competitors and some of the manufacturers of a formerly widely used agricultural chemical called DBCP. In these lawsuits, a large number
of foreign nationals allege personal injuries caused by contact with DBCP. The plaintiffs claim that during the 1960's and 1970's they were employees of Dole subsidiaries, competitors and independent
local growers. All banana worker cases were removed to federal court and most have been dismissed on the grounds that the plaintiffs' home countries are the more appropriate forums for the claims. The
dismissed cases are on appeal. As a result of these rulings, a large number of foreign nationals have brought similar suits relating to the use of DBCP by Dole subsidiaries and others in their home
countries. Such lawsuits are currently pending in the Philippines, Honduras, Nicaragua, Costa Rica and Ecuador. Of these foreign lawsuits, the highest potential dollar exposure is in the Nicaraguan
cases. In Nicaragua, 303 lawsuits are currently pending against U.S. manufacturers of DBCP and Dole subsidiaries in which 6,901 plaintiffs are each seeking on average several hundred thousand dollars
in purported damages from alleged exposure to DBCP. A Dole subsidiary has now been served in 13 of those 303 lawsuits. The majority of the lawsuits were brought pursuant to a statute passed in
Nicaragua in October 2000 that contains substantive and procedural provisions that Nicaragua's acting Attorney General has formally opined are unconstitutional. The defendants in these
lawsuits, including the Dole subsidiaries, have challenged the constitutionality of the statute in the Nicaraguan courts and would assert similar challenges if any potential Nicaraguan judgment were
to come before the courts of the United States or other countries. In addition, Dole, several of its competitors and the manufacturers of DBCP are defending a lawsuit in Hawaii federal district court
brought by local residents, in which the plaintiffs seek damages caused by alleged contamination of water wells. As to all such matters, Dole 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 Dole's financial condition or results of operations.

Dole
is involved from time to time in various claims and legal actions incidental to its operations, both as plaintiff and defendant. In the opinion of management, after consultation
with outside counsel, none of the claims or actions to which Dole is a party is expected to have a material adverse effect on Dole's financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

Dole Food Company, Inc. held its Annual Meeting of Stockholders (the "Meeting") on May 16, 2002, at which the Company's stockholders elected the
nominated slate of eight directors, each to serve until the next meeting and until his successor has been duly elected and qualified: Mike Curb, David A. DeLorenzo, E. Rolland Dickson, Richard M.
Ferry, Lawrence M. Johnson, Lawrence A. Kern, Zoltan Merszei and David H. Murdock.

Holders
of record of the Company's common stock as of March 26, 2002 were entitled to vote at the Meeting. On March 26, 2002, there were 55,954,612 shares of common stock
outstanding and entitled to vote and 50,965,829 of such shares were represented at the Meeting. Each of the directors received the votes of at least 98.7% of the shares cast. The shares cast for each
director are as follows: Mike Curb: 50,312,939 for and 652,890 withheld; David A. DeLorenzo: 50,313,811 for and 652,018 withheld; E. Rolland Dickson: 50,313,470 for and 652,359 withheld; Richard M.
Ferry: 50,314,156 for and 651,673

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withheld; Lawrence M. Johnson: 50,314,127 for and 651,702 withheld; Lawrence A. Kern: 50,313,928 for and 651,901 withheld; Zoltan Merszei: 50,314,259 for and 651,570 withheld; and David H. Murdock:
50,313,801 for and 652,028 withheld.

Item 6. Exhibits and Reports on Form 8-K

|(a) |  | Exhibits:                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------
|    |  | None                                                                                                                       
|(b) |  | Reports on Form 8-K:                                                                                                       
|    |  | On May 16, 2002, Dole Food Company, Inc. filed a Current Report on Form 8-K related to its change in certifying accountant.

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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 30, 2002 |  | DOLE FOOD COMPANY, INC.
REGISTRANT
|------------- |  | ----------------------------------
|              |  | By:                               
|              |  | By:                               
|              |  |                                   
|              |  |                                   

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