##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K


|                                                       |  |                                                                                             
|------------------------------------------------------ |  | --------------------------------------------------------------------------------------------
|(Mark One)                                             |  |                                                                                             
|þ                                                      |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    
|                                                      
|For the fiscal year ended January 1, 2005             
|                                                      
|or                                                    
|                                                      
|o                                                      |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|                                                      
|For the transition period
    from                  to

Commission File Number 1-4455





Dole Food Company, Inc.


(Exact name of Registrant as specified in its charter)


|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 99-0035300         
|(State or other jurisdiction of |  | (IRS Employer      
|incorporation or organization)  |  | Identification No.)

One Dole Drive, Westlake Village, California 91362


(Address of
principal executive offices)


Registrants telephone number including area code:


(818) 879-6600


Securities registered pursuant to Section 12(b) of the
Act:


|                               |  |                                          
|------------------------------ |  | -----------------------------------------
|Title of Each Class            |  | Name of Each Exchange on Which Registered
|                               |  |                                          
|Common Stock, $0.001 Par Value |  | none                                     




Securities registered pursuant to Section 12(g) of the
Act:


None


þ o


þ


o þ






DOCUMENTS INCORPORATED BY REFERENCE


None










---










DOLE FOOD COMPANY, INC.


FORM 10-K


Fiscal Year Ended January 1, 2005


TABLE OF CONTENTS


|              |  |                                                                                                                      |     |  |      |  |  | 
|------------- |  | -------------------------------------------------------------------------------------------------------------------- | --- |  | ---- |  |  | 
|Item Number   |  |                                                                                                                      |     |  |     
|In Form 10-K  |  |                                                                                                                      |     |  | Page | 
|              |  |                                                                                                                      |     |  |      | 
|PART I       
|1.            |  | Business                                                                                                             |     |  | 1    | 
|2.            |  | Properties                                                                                                           |     |  | 16   | 
|3.            |  | Legal Proceedings                                                                                                    |     |  | 19   | 
|4.            |  | Submission of Matters to a Vote of Security
    Holders                                                              |     |  | 20   | 
|PART II      
|5.            |  | Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities |     |  | 20   | 
|6.            |  | Selected Financial Data                                                                                              |     |  | 21   | 
|7.            |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations                            |     |  | 22   | 
|7A.           |  | Quantitative and Qualitative Disclosures
    About Market Risk                                                       |     |  | 43   | 
|8.            |  | Financial Statements and Supplementary
    Data                                                                      |     |  | 44   | 
|9.            |  | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure                             |     |  | 92   | 
|9A.           |  | Controls and Procedures                                                                                              |     |  | 92   | 
|9B.           |  | Other Information                                                                                                    |     |  | 92   | 
|PART III     
|10.           |  | Directors and Executive Officers of the
    Registrant                                                               |     |  | 92   | 
|11.           |  | Executive Compensation                                                                                               |     |  | 94   | 
|12.           |  | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters                   |     |  | 105  | 
|13.           |  | Certain Relationships and Related
    Transactions                                                                   |     |  | 105  | 
|14.           |  | Principal Accountant Fees and Services                                                                               |     |  | 107  | 
|PART IV      
|15.           |  | Exhibits and Financial Statement
    Schedules                                                                       |     |  | 109  | 
|Signatures    |  |                                                                                                                      | 117 | 
|EXHIBIT 10.11
|EXHIBIT 12   
|EXHIBIT 21   
|EXHIBIT 23   
|EXHIBIT 31.1 
|EXHIBIT 31.2 
|EXHIBIT 32.1 
|EXHIBIT 32.2 



i



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PART I







|        |         
|------- | --------
|Item 1. | Business







Overview








Industry




1



---



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Competitive Strengths






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Market Share Leader. Our most significant products hold
    the number 1 or number 2 positions in the respective
    markets in which we compete. We maintain number 1 market
    share positions in North American bananas, North American
    iceberg lettuce, celery, cauliflower, ready-to-eat salads,
    winter fruits exported from Chile, and packaged fruit products,
    including our line of plastic fruit cups called FRUIT
    BOWLS® and FRUIT BOWLS in Gel. In addition, we believe that
    we are the only fully integrated fresh-cut flower and bouquet
    supplier of our size in North America. 
|
| |  | Strong Global Brand. Consumer and institutional
    recognition of the DOLE trademark and related brands and the
    association of these brands with high quality food products
    contribute significantly to our leading positions in each of the
    markets that we serve. By implementing a global marketing
    program, we have made the distinctive red DOLE
    letters and sunburst a familiar symbol of freshness and quality
    recognized around the world. We believe that opportunities exist
    to leverage the DOLE brand through product extensions and new
    product introductions.        
|
| |  | Low-Cost Production Capabilities. We believe we are one
    of the lowest cost producers of many of our major product lines,
    including bananas, North American fresh vegetables and
    ready-to-eat salads and packaged fruit products. Over the last
    several years we have undertaken various initiatives to achieve
    this low-cost position, including closing facilities,
    centralizing our raw material purchasing and leveraging our
    global logistics infrastructure more efficiently. We plan to
    maintain these low-cost positions through a continued focus on
    operating efficiency.

2



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | State-of-the-Art Infrastructure. We have made significant
    investments in our production, processing, transportation and
    distribution infrastructure with the goal of efficiently
    delivering the highest quality and freshest product to our
    customers. We own or lease over 60 processing, ripening and
    distribution centers, and the largest dedicated refrigerated
    containerized shipping fleet in the world, with 22 ships and
    approximately 12,200 refrigerated containers. The investments in
    our infrastructure should allow for continued growth in the near
    term. In addition, our market-leading logistics and distribution
    capabilities allow us to act as a preferred fresh and packaged
    food provider to leading global supermarkets and mass
    merchandisers.
|
| |  | Diversity of Sourcing Locations. We currently source our
    fresh fruits, vegetables and fresh-cut flowers in more than 75
    countries and distribute products in more than 90 countries. We
    are not dependent on any one country for the sourcing of any of
    our products. The largest concentration of production is in
    Ecuador, where we sourced approximately one third of our Latin
    bananas in 2004. The diversity of our production sources reduces
    our risk from exposure to natural disasters and political
    disruptions in any one particular country.                                                                                                                                                                                                                                
|
| |  | Experienced Management Team. Our management team has a
    demonstrated history of delivering strong operating results
    through disciplined execution. The current management team has
    been instrumental in our continuing drive to transform Dole from
    a production driven company into a sales and marketing driven
    one. In addition, the management team has led our recent
    company-wide initiatives to improve operating efficiency.                                                                                                                                                                                                                                                                                                                                                             

Business Strategy






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Leveraging our Strong Brand and Market Leadership
    Position. Our most significant products hold number 1
    or number 2 market positions in the respective markets in which
    we compete. We intend to maintain those positions and continue
    to expand our leadership both in new product areas and with new
    customers. We have a history of leveraging our strong brand to
    successfully enter, and in many cases become the leading player
    in, value-added food categories. For example, we attained the
    number 1 market share in the plastic fruit cups category
    only 3 years after introducing FRUIT BOWLS and FRUIT BOWLS
    in Gel. We intend to continue to evaluate and to strategically
    introduce other branded products in the value-added sectors of
    our business.                                                                                                                                                                                                                    
|
| |  | Focusing on Value-Added Products. Over the last
    10 years, we have successfully shifted our product mix
    toward value-added food categories and away from commodity
    fruits and vegetables. For example, we have found major success
    in our ready-to-eat salad lines, bagged baby carrots, and, most
    recently, FRUIT BOWLS and FRUIT BOWLS in Gel. These value-added
    food categories are growing at a faster rate than our
    traditional commodity businesses and are generating higher
    margins. Overall, we have significantly increased our percentage
    of revenue from value-added products. This shift has been most
    pronounced in our fresh vegetables and packaged foods
    businesses, where value-added products now account for
    approximately 58% and 28% of revenue, respectively, of those
    businesses revenues. We plan to continue to address the
    growing demand for convenient and innovative products by
    investing in our higher margin, value-added food businesses.
|
| |  | Further Improving Operating Efficiency and Cash Flow.
    While we have greatly improved our profitability and cash flow
    over the last few years, we intend to continue to focus on
    profit improvement initiatives and maximizing cash flow. We will
    continue to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| |   |                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | analyze our current customer base and focus on profitable
    relationships with strategically important customers;
|
| |  | leverage our purchasing power to reduce our costs of raw
    materials; and                                        
|
| |  | make focused capital investments to improve productivity.                                                          

3



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Business Segments




Fresh Fruit






| |        
| | -------
| | Bananas









| |                                 
| | --------------------------------
| | European Ripening & Distribution



4



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| |                 
| | ----------------
| | Fresh Pineapples





| |           
| | ----------
| | Dole Chile



Fresh Vegetables






| |                     
| | --------------------
| | Commodity Vegetables



5



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| |            
| | -----------
| | Value-Added



Packaged Foods












Fresh-Cut Flowers






| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | expertise in perishable products,                                   
|
| |  | strong relationships with and knowledge of the grocery channel,     
|
| |  | the ability to manage production in the southern
    hemisphere, and
|
| |  | sophisticated logistics capabilities.                               

6



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Global Logistics






Customers




Sales and Marketing




7



---



##### Table of Contents



Competition




Employees




Research and Development




Trademark Licenses




Environmental and Regulatory Matters




8



---



##### Table of Contents











Legal Proceedings




Trade Issues






9



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##### Table of Contents







Seasonality




GOING-PRIVATE MERGER TRANSACTION




RISK FACTORS




Adverse weather conditions and crop disease can impose costs
on our business.






10



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##### Table of Contents



Our business is highly competitive and we cannot assure you
that we will maintain our current market share.








| |   |                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Some of our competitors may have greater operating flexibility
    and, in certain cases, this may permit them to respond better to
    changes in the industry or to introduce new products and
    packaging more quickly and with greater marketing support.
|
| |  | Several of our packaged food product lines are sensitive to
    competition from national or regional brands, and many of our
    product lines compete with imports, private label products and
    fresh alternatives.                                       
|
| |  | We cannot predict the pricing or promotional actions of our
    competitors or whether those actions will have a negative effect
    on us.                                                                                                                    



Our earnings are sensitive to fluctuations in market prices
and demand for our products.








Our earnings are subject to seasonal variability.






| |   |                                                                         
| | - | ------------------------------------------------------------------------
| |  | the seasonality of our supplies and consumer demand;                    
|
| |  | the ability to process products during critical harvest
    periods; and
|
| |  | the timing and effects of ripening and perishability.                   



11



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Currency exchange fluctuations may impact the results of our
operations.




We face risks related to our former use of the pesticide
DBCP.




Our substantial indebtedness could adversely affect our
operations, including our ability to perform our obligations
under the notes and our other debt obligations.








| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | make it more difficult for us to satisfy our obligations;                                                                                                                                                                                                                                   
|
| |  | require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, which would
    reduce the availability of our cash flow to fund future working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
|
| |  | expose us to the risk of increased interest rates, as certain of
    our borrowings are at variable rates of interest;                                                                                                                                                                      
|
| |  | require us to sell assets to reduce indebtedness or influence
    our decisions about whether to do so;                                                                                                                                                                                     
|
| |  | increase our vulnerability to general adverse economic and
    industry conditions;                                                                                                                                                                                                         

12



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| |   |                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;                                                                                                                                                                                                                                                           
|
| |  | restrict us from making strategic acquisitions or pursuing
    business opportunities;                                                                                                                                                                                                                                                                                             
|
| |  | place us at a competitive disadvantage compared to our
    competitors that have relatively less indebtedness; and                                                                                                                                                                                                                                                                 
|
| |  | limit, along with the financial and other restrictive covenants
    in our indebtedness, among other things, our ability to borrow
    additional funds. Failing to comply with those covenants could
    result in an event of default which, if not cured or waived,
    could have a material adverse effect on our business, financial
    condition and results of operations.

The financing arrangements for the going-private merger
transactions may increase our exposure to tax liability.




Restrictive covenants in our debt instruments restrict or
prohibit our ability to engage in or enter into a variety of
transactions, which could adversely affect us.






| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | incur additional indebtedness;                                                                            
|
| |  | make restricted payments (including paying dividends on,
    redeeming or repurchasing our capital stock);
|
| |  | issue preferred stock of subsidiaries;                                                                    
|
| |  | make certain investments or acquisitions;                                                                 
|
| |  | create liens on our assets to secure debt;                                                                
|
| |  | engage in transactions with affiliates;                                                                   
|
| |  | merge, consolidate or transfer substantially all of our
    assets; and                                   
|
| |  | transfer and sell assets.                                                                                 





13



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We face other risks in connection with our international
operations.






| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | foreign countries could change regulations or impose currency
    restrictions and other restraints;                                                                   
|
| |  | in some countries, there is a risk that the government may
    expropriate assets;                                                                                     
|
| |  | some countries impose burdensome tariffs and quotas;                                                                                                                   
|
| |  | political changes and economic crises may lead to changes in the
    business environment in which we operate;                                                         
|
| |  | international conflict, including terrorist acts, could
    significantly impact our financial condition and results of
    operations;                                
|
| |  | in some countries, our operations are dependent on leases and
    other agreements; and                                                                                
|
| |  | economic downturns, political instability and war or civil
    disturbances may disrupt production and distribution logistics
    or limit sales in individual markets.



Terrorism and the uncertainty of war may have a material
adverse effect on our operating results.




14



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##### Table of Contents



Our worldwide operations and products are highly regulated in
the areas of food safety and protection of human health and the
environment.




We are subject to the risk of product liability claims.




We are subject to transportation risks.




The use of herbicides and other hazardous substances in our
operations may lead to environmental damage and result in
increased costs to us.




Events or rumors relating to the DOLE brand could
significantly impact our business.




15



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##### Table of Contents





A portion of our workforce is unionized and labor disruptions
could decrease our profitability.




DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

















|        |           
|------- | ----------
|Item 2. | Properties



16



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| |              
| | -------------
| | North America













| |              
| | -------------
| | Latin America







17



---



##### Table of Contents













| |     
| | ----
| | Asia











| |       
| | ------
| | Europe





18



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##### Table of Contents








|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings











19



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##### Table of Contents


















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






PART II







|        |                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity
    Securities







20



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##### Table of Contents








|        |                        
|------- | -----------------------
|Item 6. | Selected Financial Data

Results of Operations and Selected Financial Data


|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |   |       |       |   |   |       |       | 
|---------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ----- | ----- | -------------- | - | ----- | ----------- |  | - | ----------- | --- |  | ----------- | ----- | ----- | ----------- | - | ----- | ----- | - | - | ----- | ----- | 
|                                                                 |                                                                                                                            | Year                                 |       |       | Three Quarters |   |       | Quarter     |  |   |             |     |  |             |      
|                                                                 |                                                                                                                            | Ended                                |       |       | Ended          |   |       | Ended       |  |   |             |     |  |             |      
|                                                                 |                                                                                                                            | January 1,                           |       |       | January 3,     |   |       | March 22,   |  |   |             |     |  |             |      
|                                                                 |                                                                                                                            | 2005                                 |       |       | 2004           |   |       | 2003        |  |   | 2002        |     |  | 2001        |       |       | 2000        |  
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|                                                                 |                                                                                                                            | Successor                            |       |       | Successor      |   |       | Predecessor |  |   | Predecessor |     |  | Predecessor |       |       | Predecessor |  
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|                                                                 |                                                                                                                            | (In millions, except per share data) |      
|Revenues, net                                                    |                                                                                                                            | $                                    | 5,316 |       |                | $ | 3,700 |             |  | $ | 1,073       |     |  | $           | 4,392 |       |             | $ | 4,314 |       |   | $ | 4,400 |      
|Cost of products sold                                            |                                                                                                                            |                                      | 4,581 |       |                |   | 3,219 |             |  |   | 895         |     |  |             | 3,697 |       |             |   | 3,884 |       |   |   | 3,931 |      
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|                                                                 | Gross margin                                                                                                               |                                      |       | 735   |                |   |       | 481         |  |   |             | 178 |  |             |       | 695   |             |   |       | 430   |   |   |       | 469   | 
|Selling, marketing and general and administrative expenses       |                                                                                                                            |                                      | 425   |       |                |   | 321   |             |  |   | 89          |     |  |             | 421   |       |             |   | 383   |       |   |   | 388   |      
|Hurricane Mitch (insurance proceeds) charge  net                |                                                                                                                            |                                      |      |       |                |   |      |             |  |   |            |     |  |             |      |       |             |   |      |       |   |   | (43   | )    
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|                                                                 | Operating income                                                                                                           |                                      |       | 310   |                |   |       | 160         |  |   |             | 89  |  |             |       | 274   |             |   |       | 47    |   |   |       | 124   | 
|Interest expense  net                                           |                                                                                                                            |                                      | 149   |       |                |   | 120   |             |  |   | 17          |     |  |             | 69    |       |             |   | 65    |       |   |   | 76    |      
|Other income (expense)  net                                     |                                                                                                                            |                                      | (2    | )     |                |   | (10   | )           |  |   | 2           |     |  |             | 5     |       |             |   | 10    |       |   |   | 8     |      
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|                                                                 | Income (loss) from continuing operations before income taxes and
    cumulative effect of a change in accounting principle |                                      |       | 159   |                |   |       | 30          |  |   |             | 74  |  |             |       | 210   |             |   |       | (8    | ) |   |       | 56    | 
|Income taxes                                                     |                                                                                                                            |                                      | 25    |       |                |   | 7     |             |  |   | 13          |     |  |             | 54    |       |             |   | 29    |       |   |   | 20    |      
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|Income (loss) from continuing operations, net of income taxes    |                                                                                                                            |                                      | 134   |       |                |   | 23    |             |  |   | 61          |     |  |             | 156   |       |             |   | (37   | )     |   |   | 36    |      
|Income from discontinued operations, net of income taxes         |                                                                                                                            |                                      |      |       |                |   |      |             |  |   |            |     |  |             |      |       |             |   | 19    |       |   |   | 32    |      
|Gain on disposal of discontinued operations, net of income taxes |                                                                                                                            |                                      |      |       |                |   |      |             |  |   |            |     |  |             |      |       |             |   | 168   |       |   |   |      |      
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|                                                                 | Income before cumulative effect of a change in accounting
    principle                                                    |                                      |       | 134   |                |   |       | 23          |  |   |             | 61  |  |             |       | 156   |             |   |       | 150   |   |   |       | 68    | 
|Cumulative effect of a change in accounting principle            |                                                                                                                            |                                      |      |       |                |   |      |             |  |   |            |     |  |             | 120   |       |             |   |      |       |   |   |      |      
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|                                                                 | Net income                                                                                                                 |                                      | $     | 134   |                |   | $     | 23          |  |   | $           | 61  |  |             | $     | 36    |             |   | $     | 150   |   |   | $     | 68    | 
|                                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |  
|Other Statistics                                                 |                                                                                                                            |                                      |       |       |                |   |       |             |  |   |             |     |  |             |       |       |             |   |       |       |   |   |       |      
|                                                                 | Working capital                                                                                                            |                                      | $     | 433   |                |   | $     | 279         |  |   |             |    |  |             | $     | 715   |             |   | $     | 586   |   |   | $     | 377   | 
|                                                                 | Total assets                                                                                                               |                                      |       | 4,332 |                |   |       | 3,988       |  |   |             |    |  |             |       | 3,037 |             |   |       | 2,768 |   |   |       | 2,801 | 
|                                                                 | Long-term debt                                                                                                             |                                      |       | 1,837 |                |   |       | 1,804       |  |   |             |    |  |             |       | 882   |             |   |       | 816   |   |   |       | 1,135 | 
|                                                                 | Total debt                                                                                                                 |                                      |       | 1,869 |                |   |       | 1,851       |  |   |             |    |  |             |       | 1,125 |             |   |       | 843   |   |   |       | 1,180 | 
|                                                                 | Total shareholders equity                                                                                                 |                                      |       | 678   |                |   |       | 456         |  |   |             |    |  |             |       | 745   |             |   |       | 736   |   |   |       | 555   | 
|                                                                 | Cash dividends                                                                                                             |                                      |       | 20    |                |   |       |            |  |   | $           | 8   |  |             |       | 34    |             |   |       | 22    |   |   |       | 22    | 
|                                                                 | Capital additions                                                                                                          |                                      |       | 102   |                |   |       | 102         |  |   |             | 4   |  |             |       | 234   |             |   |       | 120   |   |   |       | 111   | 
|                                                                 | Depreciation and amortization                                                                                              |                                      |       | 145   |                |   |       | 107         |  |   |             | 25  |  |             |       | 107   |             |   |       | 117   |   |   |       | 125   | 








21



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|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

2004 Overview






Banana Pricing:


Exchange Rates:


Commodity Costs:


New Products:


Acquisitions:


Market Share:


22



---



##### Table of Contents



Going-Private Merger Transaction






Results of Operations






|                                                      |  |            |           |                |            |   |           |               |  |   |            |  |  |              |           |   |  |   |           | 
|----------------------------------------------------- |  | ---------- | --------- | -------------- | ---------- | - | --------- | ------------- |  | - | ---------- |  |  | ------------ | --------- | - |  | - | --------- | 
|                                                      |  |            |           | Three Quarters |            |   |           |               |  |   |           
|                                                      |  | Year Ended |           |                | Ended      |   |           | Quarter Ended |  |   | Year Ended |  |  | Year Ended   |          
|                                                      |  | January 1, |           |                | January 3, |   |           | March 22,     |  |   | January 3, |  |  | December 28, |          
|                                                      |  | 2005       |           |                | 2004       |   |           | 2003          |  |   | 2004       |  |  | 2002         |          
|                                                      |  |            |           |                |            |   |           |               |  |   |            |  |  |              |          
|                                                      |  | Successor  |           |                | Successor  |   |           | Predecessor   |  |   | Combined   |  |  | Predecessor  |          
|                                                      |  |            |           |                |            |   |           |               |  |   |            |  |  |              |          
|Revenues, net                                         |  | $          | 5,316,202 |                |            | $ | 3,699,971 |               |  | $ | 1,073,170  |  |  | $            | 4,773,141 |   |  | $ | 4,392,073 | 
|Operating income                                      |  |            | 310,105   |                |            |   | 159,518   |               |  |   | 88,790     |  |  |              | 248,308   |   |  |   | 274,515   | 
|Interest income and other income (expense), net       |  |            | 2,508     |                |            |   | (5,398    | )             |  |   | 4,745      |  |  |              | (653      | ) |  |   | 16,362    | 
|Interest expense                                      |  |            | 152,704   |                |            |   | 124,491   |               |  |   | 19,647     |  |  |              | 144,138   |   |  |   | 80,890    | 
|Income taxes                                          |  |            | 25,491    |                |            |   | 6,512     |               |  |   | 13,100     |  |  |              | 19,612    |   |  |   | 53,789    | 
|Cumulative effect of a change in accounting principle |  |            |          |                |            |   |          |               |  |   |           |  |  |              |          |   |  |   | 119,917   | 
|Net income                                            |  |            | 134,418   |                |            |   | 23,117    |               |  |   | 60,788     |  |  |              | 83,905    |   |  |   | 36,281    | 



| |         
| | --------
| | Revenues



23



---



##### Table of Contents









| |                 
| | ----------------
| | Operating Income







| |                                                
| | -----------------------------------------------
| | Interest Income and Other Income (Expense), Net



24



---



##### Table of Contents









| |                 
| | ----------------
| | Interest Expense

Consolidation of
Variable Interest Entities,






| |             
| | ------------
| | Income Taxes







Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs
Creation Act of 2004,




25



---



##### Table of Contents





| |                                                          
| | ---------------------------------------------------------
| | Cumulative Effect of a Change in Accounting
    Principle

Goodwill and Other
Intangible Assets.


Segment Results of Operations






|                                 |                          |                |           |           |          |   |           |             |  |   |           |           | 
|-------------------------------- | ------------------------ | -------------- | --------- | --------- | -------- | - | --------- | ----------- |  | - | --------- | --------- | 
|                                 |                          | 2004           |           |           | 2003     |   |           | 2002        | 
|                                 |                          |                |           |           |          |   |           |             | 
|                                 |                          | Successor      |           |           | Combined |   |           | Predecessor | 
|                                 |                          |                |           |           |          |   |           |             | 
|                                 |                          | (In thousands) |          
|Revenues from external customers |                          |                |           |           |          |   |           |             |  |   |           |          
|                                 | Fresh fruit              |                | $         | 3,535,666 |          |   | $         | 3,134,144   |  |   | $         | 2,772,758 | 
|                                 | Fresh vegetables         |                |           | 887,409   |          |   |           | 850,584     |  |   |           | 825,559   | 
|                                 | Packaged foods           |                |           | 691,780   |          |   |           | 587,226     |  |   |           | 588,991   | 
|                                 | Fresh-cut flowers        |                |           | 169,845   |          |   |           | 168,086     |  |   |           | 173,927   | 
|                                 | Other operating segments |                |           | 31,502    |          |   |           | 33,101      |  |   |           | 30,838    | 
|                                 |                          |                |           |           |          |   |           |             | 
|                                 |                          | $              | 5,316,202 |           |          | $ | 4,773,141 |             |  | $ | 4,392,073 |          
|                                 |                          |                |           |           |          |   |           |             | 

26



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##### Table of Contents



|                                                                                         |                          |                |         |         |          |   |         |             |   |   |         |         |  
|---------------------------------------------------------------------------------------- | ------------------------ | -------------- | ------- | ------- | -------- | - | ------- | ----------- | - | - | ------- | ------- | -
|                                                                                         |                          | 2004           |         |         | 2003     |   |         | 2002        |  
|                                                                                         |                          |                |         |         |          |   |         |             |  
|                                                                                         |                          | Successor      |         |         | Combined |   |         | Predecessor |  
|                                                                                         |                          |                |         |         |          |   |         |             |  
|                                                                                         |                          | (In thousands) |        
|EBIT                                                                                     |                          |                |         |         |          |   |         |             |   |   |         |        
|                                                                                         | Fresh fruit              |                | $       | 257,880 |          |   | $       | 235,181     |   |   | $       | 217,844 |  
|                                                                                         | Fresh vegetables         |                |         | 58,645  |          |   |         | 63,452      |   |   |         | 82,699  |  
|                                                                                         | Packaged foods           |                |         | 64,191  |          |   |         | 35,112      |   |   |         | 64,905  |  
|                                                                                         | Fresh-cut flowers        |                |         | 1,853   |          |   |         | 792         |   |   |         | (5,925  | )
|                                                                                         | Other operating segments |                |         | 306     |          |   |         | 354         |   |   |         | 713     |  
|                                                                                         |                          |                |         |         |          |   |         |             |  
|                                                                                         | Total operating segments |                |         | 382,875 |          |   |         | 334,891     |   |   |         | 360,236 |  
|                                                                                         | Corporate and other EBIT |                |         | (70,262 | )        |   |         | (87,236     | ) |   |         | (69,359 | )
|                                                                                         | Interest expense         |                |         | 152,704 |          |   |         | 144,138     |   |   |         | 80,890  |  
|                                                                                         |                          |                |         |         |          |   |         |             |  
|Income before income taxes and cumulative effect of a change in
    accounting principle |                          | $              | 159,909 |         |          | $ | 103,517 |             |   | $ | 209,987 |        
|                                                                                         |                          |                |         |         |          |   |         |             |  



| |                        
| | -----------------------
| | 2004 Compared with 2003

Fresh Fruit:






Fresh Vegetables:


27



---



##### Table of Contents







Packaged Foods:






Fresh-cut Flowers:




Corporate and Other:




| |                        
| | -----------------------
| | 2003 Compared with 2002

Fresh Fruit:


28



---



##### Table of Contents







Fresh Vegetables:




Packaged Foods:




Fresh-cut Flowers:




29



---



##### Table of Contents





Corporate and Other:


Liquidity and Capital Resources






|                                   |                                                   |                        |           |           |        |   |         |           |       |   |           |         |  |         |           |         |  |   |           |           | 
|---------------------------------- | ------------------------------------------------- | ---------------------- | --------- | --------- | ------ | - | ------- | --------- | ----- | - | --------- | ------- |  | ------- | --------- | ------- |  | - | --------- | --------- | 
|                                   |                                                   | Payments Due by Period |          
|                                   |                                                   |                        |          
|                                   |                                                   |                        |           | Less Than |        |   |         |           | After |  
|                                   |                                                   | Total                  |           |           | 1 Year |   |         | 1-2 Years |       |   | 3-4 Years |         |  | 4 Years |          
|                                   |                                                   |                        |           |           |        |   |         |           |       |   |           |         |  |         |          
|                                   |                                                   | (In thousands)         |          
|Contractual obligations            |                                                   |                        |           |           |        |   |         |           |       |   |           |         |  |         |           |         |  |   |           |          
|                                   | Fixed rate debt                                   |                        | $         | 1,430,911 |        |   | $       | 280       |       |   | $         | 538     |  |         | $         | 400,193 |  |   | $         | 1,029,900 | 
|                                   | Variable rate debt                                |                        |           | 341,848   |        |   |         | 25,948    |       |   |           | 51,798  |  |         |           | 264,102 |  |   |           |          | 
|                                   | Capital lease obligations                         |                        |           | 95,539    |        |   |         | 5,050     |       |   |           | 8,195   |  |         |           | 7,321   |  |   |           | 74,973    | 
|                                   | Operating lease commitments                       |                        |           | 425,861   |        |   |         | 73,031    |       |   |           | 105,323 |  |         |           | 72,966  |  |   |           | 174,541   | 
|                                   | Purchase obligations                              |                        |           | 1,837,349 |        |   |         | 547,755   |       |   |           | 726,380 |  |         |           | 431,220 |  |   |           | 131,994   | 
|                                   | Interest payments on fixed and variable rate debt |                        |           | 789,494   |        |   |         | 139,506   |       |   |           | 274,445 |  |         |           | 230,921 |  |   |           | 144,622   | 
|                                   |                                                   |                        |           |           |        |   |         |           |       |   |           |         |  |         |          
|Total contractual cash obligations |                                                   | $                      | 4,921,002 |           |        | $ | 791,570 |           |       | $ | 1,166,679 |         |  | $       | 1,406,723 |         |  | $ | 1,556,030 |          
|                                   |                                                   |                        |           |           |        |   |         |           |       |   |           |         |  |         |          

Long-Term Debt:


Capital Lease Obligations:


Operating Lease Commitments:




Purchase Obligations:


30



---



##### Table of Contents







Interest payments on fixed and variable rate debt:


Other Obligations and Commitments:








|                                 |                         |                |        |          |          |   |          |             |   |   |         |          |  
|-------------------------------- | ----------------------- | -------------- | ------ | -------- | -------- | - | -------- | ----------- | - | - | ------- | -------- | -
|                                 |                         | 2004           |        |          | 2003     |   |          | 2002        |  
|                                 |                         |                |        |          |          |   |          |             |  
|                                 |                         | Successor      |        |          | Combined |   |          | Predecessor |  
|                                 |                         |                |        |          |          |   |          |             |  
|                                 |                         | (In thousands) |       
|Cash flow provided by (used in): |                         |                |        |          |          |   |          |             |   |   |         |         
|                                 | Operating activities    |                | $      | 217,392  |          |   | $        | 338,924     |   |   | $       | 227,168  |  
|                                 | Investing activities    |                |        | (281,584 | )        |   |          | (1,595,413  | ) |   |         | (170,376 | )
|                                 | Financing activities    |                |        | 107,571  |          |   |          | 636,823     |   |   |         | 224,608  |  
|                                 | Foreign currency impact |                |        | 2,356    |          |   |          | 6,181       |   |   |         | 4,241    |  
|                                 |                         |                |        |          |          |   |          |             |  
|Increase (decrease) in cash      |                         | $              | 45,735 |          |          | $ | (613,485 | )           |   | $ | 285,641 |         
|                                 |                         |                |        |          |          |   |          |             |  

Operating Activities:


31



---



##### Table of Contents









Investing Activities:




Financing Activities:




32



---



##### Table of Contents























33



---



##### Table of Contents



















34



---



##### Table of Contents







Critical Accounting Estimates






Application of Purchase Accounting: Business
Combinations.






Grower Advances:


35



---



##### Table of Contents





Long-Lived Assets:


1) Property, Plant and Equipment and Amortized
Intangibles:




2) Goodwill and Unamortized Intangible Assets:






36



---



##### Table of Contents





Income Taxes:




Pension and Other Postretirement Benefits:








37



---



##### Table of Contents



Litigation:


Recently Issued Accounting Pronouncements


Inventory Costs. Inventory Pricing


Market Risk




Interest Rate Risk:






38



---



##### Table of Contents







Foreign Currency Risk:










39



---



##### Table of Contents







Commodity Risk:


Other Matters


European Union Quota:




Medicare Modernization Act: Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of
2003. Employers Accounting for Postretirement Benefits Other
than Pensions


Financial Instruments:


40



---



##### Table of Contents





Accounting for
Derivative Instruments and Hedging Activities Accounting for Certain Derivative Instruments
and Certain Hedging Activities  An Amendment of FASB
Statement No. 133




Related Party Transactions:








41



---



##### Table of Contents













Supplemental Financial Information




|                                                                |  |                |           |  |            |   |           | 
|--------------------------------------------------------------- |  | -------------- | --------- |  | ---------- | - | --------- | 
|                                                                |  | January 1,     |           |  | January 3, |  
|                                                                |  | 2005           |           |  | 2004       |  
|                                                                |  |                |           |  |            |  
|                                                                |  | Successor      |           |  | Successor  |  
|                                                                |  |                |           |  |            |  
|                                                                |  | (In thousands) |          
|Balance Sheet Data:                                             |  |                |           |  |            |   |           | 
|Total working capital (current assets less current liabilities) |  | $              | 433,469   |  |            | $ | 279,356   | 
|Total assets                                                    |  | $              | 4,331,617 |  |            | $ | 3,987,884 | 
|Total debt                                                      |  | $              | 1,868,922 |  |            | $ | 1,851,100 | 
|Total shareholders equity                                      |  | $              | 677,873   |  |            | $ | 456,428   | 

42



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|                              |  |                |         |   |                |   |         |             |  |   |            |   |  |              |         |   |  |   |         |  
|----------------------------- |  | -------------- | ------- | - | -------------- | - | ------- | ----------- |  | - | ---------- | - |  | ------------ | ------- | - |  | - | ------- | -
|                              |  | Year           |         |   | Three Quarters |   |         | Quarter     |  |   | Year       |   |  | Year         |        
|                              |  | Ended          |         |   | Ended          |   |         | Ended       |  |   | Ended      |   |  | Ended        |        
|                              |  | January 1,     |         |   | January 3,     |   |         | March 22,   |  |   | January 3, |   |  | December 28, |        
|                              |  | 2005           |         |   | 2004           |   |         | 2003        |  |   | 2004       |   |  | 2002         |        
|                              |  |                |         |   |                |   |         |             |  |   |            |   |  |              |        
|                              |  | Successor      |         |   | Successor      |   |         | Predecessor |  |   | Combined   |   |  | Predecessor  |        
|                              |  |                |         |   |                |   |         |             |  |   |            |   |  |              |        
|                              |  | (In thousands) |        
|Other Financial Data:         |  |                |         |   |                |   |         |             |  |   |            |   |  |              |         |   |  |   |         |  
|Net income                    |  | $              | 134,418 |   |                | $ | 23,117  |             |  | $ | 60,788     |   |  | $            | 83,905  |   |  | $ | 36,281  |  
|Interest expense              |  |                | 152,704 |   |                |   | 124,491 |             |  |   | 19,647     |   |  |              | 144,138 |   |  |   | 80,890  |  
|Income taxes                  |  |                | 25,491  |   |                |   | 6,512   |             |  |   | 13,100     |   |  |              | 19,612  |   |  |   | 53,789  |  
|Depreciation and amortization |  |                | 144,993 |   |                |   | 106,766 |             |  |   | 25,051     |   |  |              | 131,817 |   |  |   | 106,743 |  
|                              |  |                |         |   |                |   |         |             |  |   |            |   |  |              |        
|EBITDA                        |  | $              | 457,606 |   |                | $ | 260,886 |             |  | $ | 118,586    |   |  | $            | 379,472 |   |  | $ | 277,703 |  
|EBITDA margin                 |  |                | 8.6     | % |                |   | 7.1     | %           |  |   | 11.1       | % |  |              | 8.0     | % |  |   | 6.3     | %
|Capital expenditures          |  | $              | 101,667 |   |                | $ | 101,971 |             |  | $ | 4,235      |   |  | $            | 106,206 |   |  | $ | 233,673 |  














|         |                                                               
|-------- | --------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures About Market
    Risk



43



---



##### Table of Contents








|        |                                            
|------- | -------------------------------------------
|Item 8. | Financial Statements and Supplementary Data



|   |                                                                          
|-- | -------------------------------------------------------------------------
|I. | Index to Consolidated Financial Statements of Dole Food
    Company, Inc.

|                                                                                                                                                                                                                                                            |  |           |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- |  | 
|                                                                                                                                                                                                                                                            |  | Form 10-K | 
|                                                                                                                                                                                                                                                            |  | Page      | 
|                                                                                                                                                                                                                                                            |  |           | 
|Audited Financial Statements for the Three Years Ended
    January 1, 2005:                                                                                                                                                                                 |  |           |  | 
|Report of Independent Registered Public
    Accounting Firm                                                                                                                                                                                                 |  | 45        |  | 
|Consolidated Statements of Operations for
    the Year Ended January 1, 2005 (Successor), Three Quarters
    Ended January 3, 2004 (Successor), Quarter Ended
    March 22, 2003 (Predecessor) and Year Ended
    December 28, 2002
    (Predecessor)       |  | 46        |  | 
|Consolidated Balance Sheets as of
    January 1, 2005 (Successor) and January 3, 2004
    (Successor)                                                                                                                                                       |  | 47        |  | 
|Consolidated Statements of Cash Flows for
    the Year Ended January 1, 2005 (Successor), Three Quarters
    Ended January 3, 2004 (Successor), Quarter Ended
    March 22, 2003 (Predecessor) and Year Ended
    December 28, 2002 (Predecessor)           |  | 48        |  | 
|Consolidated Statements of
    Shareholders Equity for the Year Ended January 1,
    2005 (Successor), Three Quarters Ended January 3, 2004
    (Successor), Quarter Ended March 22, 2003 (Predecessor) and
    Year Ended December 28, 2002 (Predecessor) |  | 50        |  | 
|Notes to Consolidated Financial
    Statements                                                                                                                                                                                                              |  | 51        |  | 



|    |                   
|--- | ------------------
|II. | Supplementary Data

|                                                |  |    |  | 
|----------------------------------------------- |  | -- |  | 
|Quarterly Financial Information
    (Unaudited) |  | 91 |  | 

44



---



##### Table of Contents






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM










Goodwill and Other Intangible Assets.


Deloitte & Touche
LLP






45



---



##### Table of Contents



DOLE FOOD COMPANY, INC.





CONSOLIDATED STATEMENTS OF OPERATIONS


For the Year Ended January 1, 2005 (Successor), Three
Quarters Ended January 3, 2004 (Successor),


Quarter Ended March 22, 2003 (Predecessor) and


Year Ended December 28, 2002 (Predecessor)


|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |         |  |   |           |         | 
|---------------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------- | --------- | -------------- | --------------- | - | --------- | -------------- |  | - | ----------- | ------- |  | - | --------- | ------- | 
|                                                           |                                                                                          |                |           | Three Quarters |                 |   | Quarter   |                |  |  
|                                                           |                                                                                          |                |           | Ended          |                 |   | Ended     |                |  |  
|                                                           |                                                                                          | 2004           |           |                | January 3, 2004 |   |           | March 22, 2003 |  |   | 2002        |        
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        
|                                                           |                                                                                          | Successor      |           |                | Successor       |   |           | Predecessor    |  |   | Predecessor |        
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        
|                                                           |                                                                                          | (In thousands) |          
|Revenues, net                                              |                                                                                          | $              | 5,316,202 |                |                 | $ | 3,699,971 |                |  | $ | 1,073,170   |         |  | $ | 4,392,073 |        
|Cost of products sold                                      |                                                                                          |                | 4,581,149 |                |                 |   | 3,218,855 |                |  |   | 895,039     |         |  |   | 3,696,668 |        
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        
|                                                           | Gross margin                                                                             |                |           | 735,053        |                 |   |           | 481,116        |  |   |             | 178,131 |  |   |           | 695,405 | 
|Selling, marketing and general and administrative expenses |                                                                                          |                | 424,948   |                |                 |   | 321,598   |                |  |   | 89,341      |         |  |   | 420,890   |        
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        
|                                                           | Operating income                                                                         |                |           | 310,105        |                 |   |           | 159,518        |  |   |             | 88,790  |  |   |           | 274,515 | 
|Other income (expense), net                                |                                                                                          |                | (1,699    | )              |                 |   | (9,774    | )              |  |   | 2,045       |         |  |   | 4,369     |        
|Interest income                                            |                                                                                          |                | 4,207     |                |                 |   | 4,376     |                |  |   | 2,700       |         |  |   | 11,993    |        
|Interest expense                                           |                                                                                          |                | 152,704   |                |                 |   | 124,491   |                |  |   | 19,647      |         |  |   | 80,890    |        
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        
|                                                           | Income before income taxes and cumulative effect of a change in
    accounting principle |                |           | 159,909        |                 |   |           | 29,629         |  |   |             | 73,888  |  |   |           | 209,987 | 
|Income taxes                                               |                                                                                          |                | 25,491    |                |                 |   | 6,512     |                |  |   | 13,100      |         |  |   | 53,789    |        
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        
|                                                           | Income before cumulative effect of a change in accounting
    principle                  |                |           | 134,418        |                 |   |           | 23,117         |  |   |             | 60,788  |  |   |           | 156,198 | 
|Cumulative effect of a change in accounting principle      |                                                                                          |                |          |                |                 |   |          |                |  |   |            |         |  |   | 119,917   |        
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        
|                                                           | Net income                                                                               |                | $         | 134,418        |                 |   | $         | 23,117         |  |   | $           | 60,788  |  |   | $         | 36,281  | 
|                                                           |                                                                                          |                |           |                |                 |   |           |                |  |   |             |        



46



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DOLE FOOD COMPANY, INC.





CONSOLIDATED BALANCE SHEETS


As of January 1, 2005 (Successor) and January 3,
2004 (Successor)


|                                                                                                          |                                                                                      |                                            |           |   |           |   |           |   |           | 
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------------------ | --------- | - | --------- | - | --------- | - | --------- | 
|                                                                                                          |                                                                                      | 2004                                       |           |   | 2003      |  
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                          |                                                                                      | Successor                                  |           |   | Successor |  
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                          |                                                                                      | (In thousands,                             |          
|                                                                                                          |                                                                                      | except share data)                         |          
|ASSETS                                                                                                    |                                                                                      |                                            |           |   |           |   |           |  
|Cash and cash equivalents                                                                                 |                                                                                      | $                                          | 79,217    |   |           | $ | 33,482    |  
|Receivables, net of allowances of $65,533 and $70,596,
    respectively                                   |                                                                                      |                                            | 617,952   |   |           |   | 560,249   |  
|Inventories                                                                                               |                                                                                      |                                            | 508,891   |   |           |   | 409,805   |  
|Prepaid expenses                                                                                          |                                                                                      |                                            | 63,742    |   |           |   | 54,562    |  
|Deferred income tax assets                                                                                |                                                                                      |                                            | 43,551    |   |           |   | 48,075    |  
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                          |                                                                                      | Total current assets                       |           |   | 1,313,353 |   |           |   | 1,106,173 | 
|Investments                                                                                               |                                                                                      |                                            | 94,481    |   |           |   | 83,059    |  
|Property, plant and equipment, net of accumulated depreciation
    of $586,800 and $393,965, respectively |                                                                                      |                                            | 1,516,355 |   |           |   | 1,469,879 |  
|Goodwill                                                                                                  |                                                                                      |                                            | 536,865   |   |           |   | 448,751   |  
|Intangible assets, net                                                                                    |                                                                                      |                                            | 738,491   |   |           |   | 739,859   |  
|Other assets, net                                                                                         |                                                                                      |                                            | 132,072   |   |           |   | 140,163   |  
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                          |                                                                                      | Total assets                               |           | $ | 4,331,617 |   |           | $ | 3,987,884 | 
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                         
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                      |                                                                                      |                                            |           |   |           |   |           |  
|Accounts payable                                                                                          |                                                                                      | $                                          | 400,112   |   |           | $ | 265,697   |  
|Accrued liabilities                                                                                       |                                                                                      |                                            | 447,870   |   |           |   | 513,545   |  
|Current portion of long-term debt                                                                         |                                                                                      |                                            | 31,278    |   |           |   | 45,627    |  
|Notes payable                                                                                             |                                                                                      |                                            | 624       |   |           |   | 1,948     |  
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                          |                                                                                      | Total current liabilities                  |           |   | 879,884   |   |           |   | 826,817   | 
|Long-term debt                                                                                            |                                                                                      |                                            | 1,837,020 |   |           |   | 1,803,525 |  
|Deferred income tax liabilities                                                                           |                                                                                      |                                            | 396,622   |   |           |   | 420,170   |  
|Other long-term liabilities                                                                               |                                                                                      |                                            | 519,994   |   |           |   | 454,185   |  
|Minority interests                                                                                        |                                                                                      |                                            | 20,224    |   |           |   | 26,759    |  
|Commitments and contingencies (Notes 14 and 15)                                                           |                                                                                      |                                            |           |   |           |   |           |  
|Shareholders equity                                                                                      |                                                                                      |                                            |           |   |           |   |           |  
|                                                                                                          | Common stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding |                                            |           |  |           |   |           |  |          
|Additional paid-in capital                                                                                |                                                                                      |                                            | 440,032   |   |           |   | 340,032   |  
|Retained earnings                                                                                         |                                                                                      |                                            | 226,145   |   |           |   | 118,033   |  
|Accumulated other comprehensive income (loss)                                                             |                                                                                      |                                            | 11,696    |   |           |   | (1,637    | )
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                          |                                                                                      | Total shareholders equity                 |           |   | 677,873   |   |           |   | 456,428   | 
|                                                                                                          |                                                                                      |                                            |           |   |           |  
|                                                                                                          |                                                                                      | Total liabilities and shareholders equity |           | $ | 4,331,617 |   |           | $ | 3,987,884 | 
|                                                                                                          |                                                                                      |                                            |           |   |           |  



47



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##### Table of Contents



DOLE FOOD COMPANY, INC.





CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Year Ended January 1, 2005 (Successor), Three
Quarters Ended January 3, 2004 (Successor),


Quarter Ended March 22, 2003 (Predecessor) and Year Ended
December 28, 2002 (Predecessor)


|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |         |   |   |          |         |  
|--------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | -------------- | -------- | -------------- | --------- | - | ---------- | ----------- | - | - | ----------- | ------- | - | - | -------- | ------- | -
|                                                                                                    |                                                        |                |          | Three Quarters |           |   | Quarter    |             |   |  
|                                                                                                    |                                                        |                |          | Ended          |           |   | Ended      |             |   |  
|                                                                                                    |                                                        |                |          | January 3,     |           |   | March 22,  |             |   |  
|                                                                                                    |                                                        | 2004           |          |                | 2004      |   |            | 2003        |   |   | 2002        |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|                                                                                                    |                                                        | Successor      |          |                | Successor |   |            | Predecessor |   |   | Predecessor |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|                                                                                                    |                                                        | (In thousands) |         
|Operating Activities                                                                                |                                                        |                |          |                |           |   |            |             |   |   |             |         |   |   |          |        
|Net income                                                                                          |                                                        | $              | 134,418  |                |           | $ | 23,117     |             |   | $ | 60,788      |         |   | $ | 36,281   |        
|Adjustments to reconcile net income to net cash provided by
    operating activities:               |                                                        |                |          |                |           |   |            |             |   |   |             |         |   |   |          |        
|                                                                                                    | Cumulative effect of a change in accounting principle  |                |          |               |           |   |            |            |   |   |             |        |   |   |          | 119,917 |  
|                                                                                                    | Depreciation and amortization                          |                |          | 144,993        |           |   |            | 106,766     |   |   |             | 25,051  |   |   |          | 106,743 |  
|                                                                                                    | Purchase accounting step-up of inventory               |                |          | 4,181          |           |   |            | 59,285      |   |   |             |        |   |   |          |        |  
|                                                                                                    | Unrealized foreign currency loss                       |                |          | 9,567          |           |   |            | 5,911       |   |   |             |        |   |   |          |        |  
|                                                                                                    | Asset write-offs and net (gain) loss on sale of assets |                |          | (6,065         | )         |   |            | 557         |   |   |             | 1,884   |   |   |          | (907    | )
|                                                                                                    | Minority interest and equity earnings, net             |                |          | (131           | )         |   |            | (2,890      | ) |   |             | (1,849  | ) |   |          | (6,142  | )
|                                                                                                    | Write-off and amortization of debt issuance costs      |                |          | 11,527         |           |   |            | 19,473      |   |   |             | 244     |   |   |          | 933     |  
|                                                                                                    | Provision for deferred income taxes                    |                |          | (1,599         | )         |   |            | 257         |   |   |             | 2,201   |   |   |          | 16,488  |  
|                                                                                                    | Other                                                  |                |          | 2,789          |           |   |            | 5,423       |   |   |             | 1,543   |   |   |          | 7,884   |  
|Changes in operating assets and liabilities, net of effects from
    acquisitions and dispositions: |                                                        |                |          |                |           |   |            |             |   |   |             |         |   |   |          |        
|                                                                                                    | Receivables                                            |                |          | (27,067        | )         |   |            | 69,640      |   |   |             | (78,749 | ) |   |          | 11,071  |  
|                                                                                                    | Inventories                                            |                |          | (50,136        | )         |   |            | 29,274      |   |   |             | (6,195  | ) |   |          | (35,894 | )
|                                                                                                    | Prepaid expenses and other assets                      |                |          | (1,100         | )         |   |            | (17,037     | ) |   |             | (5,254  | ) |   |          | 3,710   |  
|                                                                                                    | Accounts payable and accrued liabilities               |                |          | (22,624        | )         |   |            | 44,945      |   |   |             | 5,253   |   |   |          | (40,771 | )
|                                                                                                    | Other long-term liabilities                            |                |          | 18,639         |           |   |            | (7,610      | ) |   |             | (3,104  | ) |   |          | 7,855   |  
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|Cash flow provided by operating activities                                                          |                                                        |                | 217,392  |                |           |   | 337,111    |             |   |   | 1,813       |         |   |   | 227,168  |        
|Investing Activities                                                                                |                                                        |                |          |                |           |   |            |             |   |   |             |         |   |   |          |        
|Proceeds from sales of assets                                                                       |                                                        |                | 11,435   |                |           |   | 51,387     |             |   |   | 1,743       |         |   |   | 35,845   |        
|Proceeds from sales of businesses, net of cash disposed                                             |                                                        |                |         |                |           |   | 7,837      |             |   |   |            |         |   |   | 23,724   |        
|Investments and acquisitions                                                                        |                                                        |                | (189,691 | )              |           |   | (12,507    | )           |   |   |            |         |   |   | 3,728    |        
|Capital additions                                                                                   |                                                        |                | (101,667 | )              |           |   | (101,971   | )           |   |   | (4,235      | )       |   |   | (233,673 | )      
|Repurchase of common stock and settlement of stock options in
    going-private merger transaction  |                                                        |                | (1,300   | )              |           |   | (1,468,070 | )           |   |   |            |         |   |   |         |        
|Transaction costs paid in going-private merger transaction                                          |                                                        |                | (361     | )              |           |   | (69,597    | )           |   |   |            |         |   |   |         |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|Cash flow used in investing activities                                                              |                                                        |                | (281,584 | )              |           |   | (1,592,921 | )           |   |   | (2,492      | )       |   |   | (170,376 | )      
|Financing Activities                                                                                |                                                        |                |          |                |           |   |            |             |   |   |             |         |   |   |          |        
|Short-term debt borrowings                                                                          |                                                        |                | 57,201   |                |           |   | 1,028      |             |   |   | 7,936       |         |   |   | 23,105   |        
|Short-term debt repayments                                                                          |                                                        |                | (35,261  | )              |           |   | (12,211    | )           |   |   | (6,834      | )       |   |   | (32,640  | )      
|Long-term debt borrowings, net of debt issuance costs                                               |                                                        |                | 606,070  |                |           |   | 2,130,288  |             |   |   | 5,034       |         |   |   | 401,379  |        
|Long-term debt repayments                                                                           |                                                        |                | (594,838 | )              |           |   | (1,595,418 | )           |   |   | (6,777      | )       |   |   | (129,413 | )      
|Dividends paid to minority shareholders                                                             |                                                        |                | (5,601   | )              |           |   | (5,551     | )           |   |   |            |         |   |   | (9,379   | )      
|Capital contributions                                                                               |                                                        |                | 100,000  |                |           |   | 125,000    |             |   |   |            |         |   |   |         |        
|Dividends paid                                                                                      |                                                        |                | (20,000  | )              |           |   |           |             |   |   | (8,440      | )       |   |   | (33,636  | )      
|Proceeds from issuance of common stock (Predecessor)                                                |                                                        |                |         |                |           |   |           |             |   |   | 2,768       |         |   |   | 5,192    |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|Cash flow provided by (used in) financing activities                                                |                                                        |                | 107,571  |                |           |   | 643,136    |             |   |   | (6,313      | )       |   |   | 224,608  |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|Effect of foreign exchange rate changes on cash                                                     |                                                        |                | 2,356    |                |           |   | 5,156      |             |   |   | 1,025       |         |   |   | 4,241    |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|Increase (decrease) in cash and cash equivalents                                                    |                                                        |                | 45,735   |                |           |   | (607,518   | )           |   |   | (5,967      | )       |   |   | 285,641  |        
|Cash and cash equivalents at beginning of period                                                    |                                                        |                | 33,482   |                |           |   | 641,000    |             |   |   | 646,967     |         |   |   | 361,326  |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        
|Cash and cash equivalents at end of period                                                          |                                                        | $              | 79,217   |                |           | $ | 33,482     |             |   | $ | 641,000     |         |   | $ | 646,967  |        
|                                                                                                    |                                                        |                |          |                |           |   |            |             |   |   |             |        

48



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##### Table of Contents



DOLE FOOD COMPANY, INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS 
Continued


For the Year Ended January 1, 2005 (Successor), Three
Quarters Ended January 3, 2004 (Successor),


Quarter Ended March 22, 2003 (Predecessor) and Year Ended
December 28, 2002 (Predecessor)


Supplemental cash flow information




Consolidation of Variable Interest
Entities








49



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##### Table of Contents



DOLE FOOD COMPANY, INC.





CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY


For the Year Ended January 1, 2005 (Successor), Three
Quarters Ended January 3, 2004


(Successor), Quarter Ended March 22, 2003


(Predecessor) and Year Ended December 28, 2002
(Predecessor)


|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |         |         |   |   |         |          |   |   |         |         |  
|--------------------------------------------------------- | ---------------------------------------------------------------------- | ------------------------------------- | ------ | ------- | ------ | - | ---------- | -------- | - | --------------------------- | -------- | ------- |  | --------- | ---------- | -------- | ----------- | ---------- | ------- | -------------- | ----- | - | ------------- | ------ | - | ------------- | ------- | ------- | - | - | ------- | -------- | - | - | ------- | ------- | -
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   | Accumulated Other           |          |         |  |           |           
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   | Comprehensive Income (Loss) |          |         |  |           |           
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |           
|                                                          |                                                                        | Common                                |        |         |        |   | Additional |          |   |                             |          | Minimum |  |           | Cumulative |          |             | Unrealized |         |                | Total |   |               |       
|                                                          |                                                                        | Shares                                |        |         | Common |   |            | Paid-In  |   |                             | Retained |         |  | Pension   |            |          | Translation |            |         | Gains (Losses) |       |   | Shareholders |        |   | Comprehensive |        
|                                                          |                                                                        | Outstanding                           |        |         | Stock  |   |            | Capital  |   |                             | Earnings |         |  | Liability |            |          | Adjustment  |            |         | on Hedges      |       |   | Equity        |        |   | Income        |        
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|                                                          |                                                                        | (In thousands, except per share data) |       
|Balance December 29, 2001 (Predecessor)                   |                                                                        |                                       | 55,869 |         |        | $ | 316,512    |          |   | $                           | 57,220   |         |  | $         | 446,689    |          |             | $          | (26,363 | )              |       | $ | (73,310       | )      |   | $             | 15,282  |         |   | $ | 736,030 |          |   |   |         |        
|                                                          | Net income                                                             |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | 36,281   |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 36,281   |   |   | $       | 36,281  |  
|                                                          | Cash dividends ($0.60 per share)                                       |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | (33,636  | )           |            |         |               |       |   |               |       |   |               |         |        |   |   |         | (33,636  | ) |   |         |        |  
|                                                          | Unrealized foreign currency translation and hedging gains
    (losses) |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         |               |       |   |               | 19,002 |   |               |         | (6,003  | ) |   |         | 12,999   |   |   |         | 12,999  |  
|                                                          | Reclassification of realized (gains) losses to net income              |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         |               |       |   |               | 5,917  |   |               |         | (10,149 | ) |   |         | (4,232   | ) |   |         | (4,232  | )
|                                                          | Additional minimum pension liability                                   |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         | (11,771        | )     |   |               |       |   |               |         |        |   |   |         | (11,771  | ) |   |         | (11,771 | )
|                                                          | Income tax benefit on the exercise of certain stock options            |                                       |        |        |        |   |            |         |   |                             |          | 1,797   |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 1,797    |   |   |         |        |  
|                                                          | Issuance of common stock                                               |                                       |        | 341     |        |   |            | 341      |   |                             |          | 7,302   |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 7,643    |   |   |         |        |  
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|Balance December 28, 2002 (Predecessor)                   |                                                                        |                                       | 56,210 |         |        | $ | 316,853    |          |   | $                           | 66,319   |         |  | $         | 449,334    |          |             | $          | (38,134 | )              |       | $ | (48,391       | )      |   | $             | (870    | )       |   | $ | 745,111 |          |   | $ | 33,277  |        
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|                                                          | Net income (December 29, 2002 to March 22, 2003)                       |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | 60,788   |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 60,788   |   |   | $       | 60,788  |  
|                                                          | Cash dividends ($0.15 per share)                                       |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | (8,440   | )           |            |         |               |       |   |               |       |   |               |         |        |   |   |         | (8,440   | ) |   |         |        |  
|                                                          | Unrealized foreign currency translation and hedging gains
    (losses) |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         |               |       |   |               | (195   | ) |               |         | 3,606   |   |   |         | 3,411    |   |   |         | 3,411   |  
|                                                          | Reclassification of realized losses to net income                      |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         | 586     |   |   |         | 586      |   |   |         | 586     |  
|                                                          | Income tax benefit on the exercise of certain stock options            |                                       |        |        |        |   |            |         |   |                             |          | 458     |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 458      |   |   |         |        |  
|                                                          | Stock options exercised                                                |                                       |        | 119     |        |   |            | 119      |   |                             |          | 2,667   |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 2,786    |   |   |         |        |  
|                                                          | Issuance of common stock                                               |                                       |        | 1       |        |   |            | 1        |   |                             |          | 30      |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 31       |   |   |         |        |  
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|Balance March 22, 2003 (Predecessor)                      |                                                                        |                                       | 56,330 |         |        | $ | 316,973    |          |   | $                           | 69,474   |         |  | $         | 501,682    |          |             | $          | (38,134 | )              |       | $ | (48,586       | )      |   | $             | 3,322   |         |   | $ | 804,731 |          |   | $ | 64,785  |        
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|                                                          | Purchase accounting adjustments                                        |                                       |        | (56,329 | )      |   |            | (316,973 | ) |                             |          | 145,558 |  |           |            | (406,766 | )           |            |         | 25,659         |       |   |               | 37,229 |   |               |         | (2,546  | ) |   |         | (517,839 | ) |   |         |         |  
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|Balance March 23, 2003 (Successor)                        |                                                                        |                                       | 1      |         |        | $ |           |          |   | $                           | 215,032  |         |  | $         | 94,916     |          |             | $          | (12,475 | )              |       | $ | (11,357       | )      |   | $             | 776     |         |   | $ | 286,892 |          |   |   |         |        
|                                                          | Capital contribution by DHM Holding Company, Inc.                      |                                       |        |        |        |   |            |         |   |                             |          | 125,000 |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 125,000  |   |   |         |         |  
|                                                          | Net income (March 23, 2003 to January 3, 2004)                         |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | 23,117   |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 23,117   |   |   | $       | 23,117  |  
|                                                          | Unrealized foreign currency translation and hedging gains
    (losses) |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         |               |       |   |               | 27,553 |   |               |         | (27,293 | ) |   |         | 260      |   |   |         | 260     |  
|                                                          | Reclassification of realized losses to net income                      |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         |               |       |   |               | 2,413  |   |               |         | 10,116  |   |   |         | 12,529   |   |   |         | 12,529  |  
|                                                          | Minimum pension liability                                              |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            |         |             |            |         | 8,630          |       |   |               |       |   |               |         |        |   |   |         | 8,630    |   |   |         | 8,630   |  
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|Balance January 3, 2004 (Successor)                       |                                                                        |                                       | 1      |         |        | $ |           |          |   | $                           | 340,032  |         |  | $         | 118,033    |          |             | $          | (3,845  | )              |       | $ | 18,609        |        |   | $             | (16,401 | )       |   | $ | 456,428 |          |   | $ | 44,536  |        
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|                                                          | Capital contribution by Dole Holding Company, LLC                      |                                       |        |        |        |   |            |         |   |                             |          | 100,000 |  |           |            |         |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 100,000  |   |   |         |         |  
|                                                          | Net income                                                             |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | 134,418  |             |            |         |               |       |   |               |       |   |               |         |        |   |   |         | 134,418  |   |   | $       | 134,418 |  
|                                                          | Cash dividends                                                         |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | (20,000  | )           |            |         |               |       |   |               |       |   |               |         |        |   |   |         | (20,000  | ) |   |         |        |  
|                                                          | Non-cash dividends                                                     |                                       |        |        |        |   |            |         |   |                             |          |        |  |           |            | (6,306   | )           |            |         |               |       |   |               |       |   |               |         |        |   |   |         | (6,306   | ) |   |         |        |  
|Unrealized foreign currency translation and hedging gains |                                                                        |                                       |       |         |        |   |           |          |   |                             |         |         |  |           |           |          |             |            |        |                |       |   | 16,354        |        |   |               | 5,018   |         |   |   | 21,372  |          |   |   | 21,372  |        
|Reclassification of realized losses to net income         |                                                                        |                                       |       |         |        |   |           |          |   |                             |         |         |  |           |           |          |             |            |        |                |       |   |              |        |   |               | 11,582  |         |   |   | 11,582  |          |   |   | 11,582  |        
|Additional minimum pension liability                      |                                                                        |                                       |       |         |        |   |           |          |   |                             |         |         |  |           |           |          |             |            | (19,621 | )              |       |   |              |        |   |               |        |         |   |   | (19,621 | )        |   |   | (19,621 | )      
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        
|Balance January 1, 2005 (Successor)                       |                                                                        |                                       | 1      |         |        | $ |           |          |   | $                           | 440,032  |         |  | $         | 226,145    |          |             | $          | (23,466 | )              |       | $ | 34,963        |        |   | $             | 199     |         |   | $ | 677,873 |          |   | $ | 147,751 |        
|                                                          |                                                                        |                                       |        |         |        |   |            |          |   |                             |          |         |  |           |            |          |             |            |         |                |       |   |               |        |   |               |        



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DOLE FOOD COMPANY, INC.





NOTES TO CONSOLIDATED STATEMENTS




|         |                     
|-------- | --------------------
|Note 1  | Nature of Operations











|         |                                                                         
|-------- | ------------------------------------------------------------------------
|Note 2  | Basis of Presentation and Summary of Significant Accounting
    Policies

Going-Private Merger Transaction:


Basis of Consolidation:


Annual Closing Date:


Revenue Recognition:


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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


Agricultural Costs:


Shipping and Handling Costs:


Marketing and Advertising Costs:


Research and Development Costs:


Income Taxes:


Cash and Cash Equivalents:


Grower Advances:


Inventories:


Investments:


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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


Property, Plant and Equipment:


Goodwill and Intangibles:


Goodwill and Other
Intangible Assets.




|                                           |  |  |          | 
|------------------------------------------ |  |  | -------- | 
|Customer relationships                     |  |  | 11 years | 
|Licenses                                   |  |  | 3 years  | 
|Other                                      |  |  | 3 years  | 
|Total weighted-average amortization period |  |  | 8 years  | 

Financial Instruments/ Concentration of Credit Risk:


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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




Accounting
for Derivative Instruments and Hedging Activities






Foreign Exchange:


Stock-Based Compensation: Accounting
for Stock-Based Compensation Accounting for
Stock-Based Compensation  Transition and
Disclosure


Leases: Accounting for Leases.


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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




Guarantees:


Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others


Use of Estimates:


Reclassifications:




|         |                                                  
|-------- | -------------------------------------------------
|Note 3  | Going-Private Merger and Refinancing Transactions







|                                                                        |  |            |           |  |              |   |           |  
|----------------------------------------------------------------------- |  | ---------- | --------- |  | ------------ | - | --------- | -
|                                                                        |  | Year Ended |          
|                                                                        |  |            |          
|                                                                        |  | January 3, |           |  | December 28, |  
|                                                                        |  | 2004       |           |  | 2002         |  
|                                                                        |  |            |           |  |              |  
|Revenues, net                                                           |  | $          | 4,773,141 |  |              | $ | 4,392,073 |  
|Income before cumulative effect of a change in accounting
    principle |  | $          | 65,132    |  |              | $ | 37,941    |  
|Net income (loss)                                                       |  | $          | 65,132    |  |              | $ | (81,976   | )



55



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)








|         |                      
|-------- | ---------------------
|Note 4  | Business Dispositions









|         |                      
|-------- | ---------------------
|Note 5  | Business Acquisitions



| |        
| | -------
| | JR Wood



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






|                              |  |   |         | 
|----------------------------- |  | - | ------- | 
|Current assets                |  | $ | 61,125  | 
|Property, plant and equipment |  |   | 76,384  | 
|Intangible assets             |  |   | 10,150  | 
|Goodwill                      |  |   | 45,307  | 
|Other assets                  |  |   | 105     | 
|                              |  |   |        
|Total assets acquired         |  |   | 193,071 | 
|Current liabilities           |  |   | 21,239  | 
|Other long-term liabilities   |  |   | 87      | 
|                              |  |   |        
|Total liabilities assumed     |  |   | 21,326  | 
|                              |  |   |        
|Net assets acquired           |  | $ | 171,745 | 
|                              |  |   |        





| |              
| | -------------
| | Coastal Berry





| |     
| | ----
| | Saba





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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|         |             
|-------- | ------------
|Note 6  | Income Taxes



|         |                          |           |        |            |           |   |           |             |   |   |             |       |   |   |        |        | 
|-------- | ------------------------ | --------- | ------ | ---------- | --------- | - | --------- | ----------- | - | - | ----------- | ----- | - | - | ------ | ------ | 
|         |                          |           |        | Three      |           |   |           |             |  
|         |                          |           |        | Quarters   |           |   | Quarter   |             |   |  
|         |                          |           |        | Ended      |           |   | Ended     |             |   |  
|         |                          |           |        | January 3, |           |   | March 22, |             |   |  
|         |                          | 2004      |        |            | 2004      |   |           | 2003        |   |   | 2002        |      
|         |                          |           |        |            |           |   |           |             |   |   |             |      
|         |                          | Successor |        |            | Successor |   |           | Predecessor |   |   | Predecessor |      
|         |                          |           |        |            |           |   |           |             |   |   |             |      
|Current  |                          |           |        |            |           |   |           |             |   |   |             |       |   |   |        |       
|         | Federal, state and local |           | $      | 13,373     |           |   | $         | (8,890      | ) |   | $           | 7,484 |   |   | $      | 29,625 | 
|         | Foreign                  |           |        | 13,717     |           |   |           | 15,145      |   |   |             | 3,415 |   |   |        | 7,676  | 
|         |                          |           |        |            |           |   |           |             |   |   |             |      
|         |                          |           | 27,090 |            |           |   | 6,255     |             |   |   | 10,899      |       |   |   | 37,301 |       
|         |                          |           |        |            |           |   |           |             |   |   |             |      
|Deferred |                          |           |        |            |           |   |           |             |   |   |             |       |   |   |        |       
|         | Federal, state and local |           |        | (948       | )         |   |           | 3,982       |   |   |             | 2,467 |   |   |        | 13,424 | 
|         | Foreign                  |           |        | (651       | )         |   |           | (3,725      | ) |   |             | (266  | ) |   |        | 3,064  | 
|         |                          |           |        |            |           |   |           |             |   |   |             |      
|         |                          |           | (1,599 | )          |           |   | 257       |             |   |   | 2,201       |       |   |   | 16,488 |       
|         |                          |           |        |            |           |   |           |             |   |   |             |      
|         |                          | $         | 25,491 |            |           | $ | 6,512     |             |   | $ | 13,100      |       |   | $ | 53,789 |       
|         |                          |           |        |            |           |   |           |             |   |   |             |      







Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs
Creation Act of 2004


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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|                                                                      |  |            |         |                |            |   |        |             |  |   |              |   |  |   |         |  
|--------------------------------------------------------------------- |  | ---------- | ------- | -------------- | ---------- | - | ------ | ----------- |  | - | ------------ | - |  | - | ------- | -
|                                                                      |  |            |         | Three          |            |   |        |             | 
|                                                                      |  | Year       |         |                | Quarters   |   |        | Quarter     |  |   |             
|                                                                      |  | Ended      |         |                | Ended      |   |        | Ended       |  |   | Year Ended   |  
|                                                                      |  | January 1, |         |                | January 3, |   |        | March 22,   |  |   | December 28, |  
|                                                                      |  | 2005       |         |                | 2004       |   |        | 2003        |  |   | 2002         |  
|                                                                      |  |            |         |                |            |   |        |             |  |   |              |  
|                                                                      |  | Successor  |         |                | Successor  |   |        | Predecessor |  |   | Predecessor  |  
|                                                                      |  |            |         |                |            |   |        |             |  |   |              |  
|                                                                      |  |            |         | (In thousands) |            |   |       
|Expense computed at U.S. federal statutory income tax rate
    of 35% |  | $          | 55,967  |                |            | $ | 10,370 |             |  | $ | 25,861       |   |  | $ | 73,495  |  
|Foreign income taxed at different rates                               |  |            | (38,334 | )              |            |   | (2,341 | )           |  |   | (10,523      | ) |  |   | (64,715 | )
|State and local income tax, net of federal income tax benefit         |  |            | 951     |                |            |   | (2,851 | )           |  |   | 1,167        |   |  |   | 9,742   |  
|Valuation allowances                                                  |  |            | 7,557   |                |            |   | 2,324  |             |  |   | (1,269       | ) |  |   | 40,002  |  
|Refund of prior years taxes                                          |  |            |        |                |            |   |       |             |  |   | (2,209       | ) |  |   | (5,008  | )
|Permanent items and other                                             |  |            | (650    | )              |            |   | (990   | )           |  |   | 73           |   |  |   | 273     |  
|                                                                      |  |            |         |                |            |   |        |             |  |   |              |  
|Reported income tax expense                                           |  | $          | 25,491  |                |            | $ | 6,512  |             |  | $ | 13,100       |   |  | $ | 53,789  |  
|                                                                      |  |            |         |                |            |   |        |             |  |   |              |  





|                                 |  |            |          |   |            |   |          |  
|-------------------------------- |  | ---------- | -------- | - | ---------- | - | -------- | -
|                                 |  | January 1, |          |   | January 3, |  
|                                 |  | 2005       |          |   | 2004       |  
|                                 |  |            |          |   |            |  
|                                 |  | Successor  |          |   | Successor  |  
|                                 |  |            |          |   |            |  
|Intangibles                      |  | $          | (271,530 | ) |            | $ | (273,002 | )
|Property, plant and equipment    |  |            | (191,270 | ) |            |   | (185,139 | )
|Inventory valuation methods      |  |            | 1,396    |   |            |   | (5,175   | )
|Postretirement benefits          |  |            | 52,593   |   |            |   | 38,458   |  
|Operating accruals               |  |            | 50,444   |   |            |   | 57,734   |  
|Tax credit carryforwards         |  |            | 18,388   |   |            |   | 18,388   |  
|Net operating loss carryforwards |  |            | 85,460   |   |            |   | 91,120   |  
|Asset impairments                |  |            |         |   |            |   | 5,835    |  
|Valuation allowances             |  |            | (98,028  | ) |            |   | (116,909 | )
|Other, net                       |  |            | (524     | ) |            |   | (3,405   | )
|                                 |  |            |          |   |            |  
|                                 |  | $          | (353,071 | ) |            | $ | (372,095 | )
|                                 |  |            |          |   |            |  



59



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






|                                                 |                                                 |            |         |          |            |   |          |          |  
|------------------------------------------------ | ----------------------------------------------- | ---------- | ------- | -------- | ---------- | - | -------- | -------- | -
|                                                 |                                                 | January 1, |         |          | January 3, |  
|                                                 |                                                 | 2005       |         |          | 2004       |  
|                                                 |                                                 |            |         |          |            |  
|                                                 |                                                 | Successor  |         |          | Successor  |  
|                                                 |                                                 |            |         |          |            |  
|Deferred tax assets                              |                                                 | $          | 412,486 |          |            | $ | 265,186  |         
|Deferred tax asset valuation allowance           |                                                 |            | (98,028 | )        |            |   | (116,909 | )       
|                                                 |                                                 |            |         |          |            |  
|                                                 |                                                 |            | 314,458 |          |            |   | 148,277  |         
|                                                 | Deferred tax liabilities                        |            |         | (667,529 | )          |   |          | (520,372 | )
|                                                 |                                                 |            |         |          |            |  
|                                                 | Net deferred tax liabilities                    |            | $       | (353,071 | )          |   | $        | (372,095 | )
|                                                 |                                                 |            |         |          |            |  
|Current deferred tax assets consist of:          |                                                 |            |         |          |            |   |          |         
|                                                 | Deferred tax assets                             |            | $       | 57,194   |            |   | $        | 49,880   |  
|                                                 | Deferred tax liabilities                        |            |         | (13,643  | )          |   |          | (1,805   | )
|                                                 |                                                 |            |         |          |            |  
|                                                 | Net current deferred tax assets                 |            |         | 43,551   |            |   |          | 48,075   |  
|Non-current deferred tax liabilities consist of: |                                                 |            |         |          |            |   |          |         
|                                                 | Deferred tax assets, net of valuation allowance |            |         | 257,264  |            |   |          | 98,397   |  
|                                                 | Deferred tax liabilities                        |            |         | (653,886 | )          |   |          | (518,567 | )
|                                                 |                                                 |            |         |          |            |  
|                                                 | Net non-current deferred tax liabilities        |            |         | (396,622 | )          |   |          | (420,170 | )
|                                                 |                                                 |            |         |          |            |  
|                                                 | Net deferred tax liabilities                    |            | $       | (353,071 | )          |   | $        | (372,095 | )
|                                                 |                                                 |            |         |          |            |  



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|         |                                          
|-------- | -----------------------------------------
|Note 7  | Details of Certain Assets and Liabilities



|            |                                    |            |         |         |            |   |         |         |  
|----------- | ---------------------------------- | ---------- | ------- | ------- | ---------- | - | ------- | ------- | -
|            |                                    | January 1, |         |         | January 3, |  
|            |                                    | 2005       |         |         | 2004       |  
|            |                                    |            |         |         |            |  
|            |                                    | Successor  |         |         | Successor  |  
|            |                                    |            |         |         |            |  
|Receivables |                                    |            |         |         |            |   |         |        
|            | Trade                              |            | $       | 559,106 |            |   | $       | 504,587 |  
|            | Notes and other                    |            |         | 87,221  |            |   |         | 73,230  |  
|            | Grower advances                    |            |         | 28,365  |            |   |         | 28,612  |  
|            | Income tax refund                  |            |         | 524     |            |   |         | 14,302  |  
|            | Other                              |            |         | 8,269   |            |   |         | 10,114  |  
|            |                                    |            |         |         |            |  
|            |                                    |            | 683,485 |         |            |   | 630,845 |        
|            | Allowance for doubtful accounts    |            |         | (65,533 | )          |   |         | (70,596 | )
|            |                                    |            |         |         |            |  
|            |                                    | $          | 617,952 |         |            | $ | 560,249 |        
|            |                                    |            |         |         |            |  
|Inventories |                                    |            |         |         |            |   |         |        
|            | Finished products                  |            | $       | 232,193 |            |   | $       | 175,049 |  
|            | Raw materials and work in progress |            |         | 119,645 |            |   |         | 101,621 |  
|            | Crop-growing costs                 |            |         | 116,295 |            |   |         | 81,106  |  
|            | Operating supplies and other       |            |         | 40,758  |            |   |         | 52,029  |  
|            |                                    |            |         |         |            |  
|            |                                    | $          | 508,891 |         |            | $ | 409,805 |        
|            |                                    |            |         |         |            |  





|                                    |  |            |         |  |            |   |         | 
|----------------------------------- |  | ---------- | ------- |  | ---------- | - | ------- | 
|                                    |  | January 1, |         |  | January 3, |  
|                                    |  | 2005       |         |  | 2004       |  
|                                    |  |            |         |  |            |  
|                                    |  | Successor  |         |  | Successor  |  
|                                    |  |            |         |  |            |  
|Employee-related costs and benefits |  | $          | 129,240 |  |            | $ | 134,014 | 
|Amounts due to growers              |  |            | 79,379  |  |            |   | 88,942  | 
|Marketing and advertising           |  |            | 48,323  |  |            |   | 59,408  | 
|Materials and supplies              |  |            | 43,613  |  |            |   | 44,944  | 
|Other                               |  |            | 147,315 |  |            |   | 186,237 | 
|                                    |  |            |         |  |            |  
|                                    |  | $          | 447,870 |  |            | $ | 513,545 | 
|                                    |  |            |         |  |            |  





|                                                   |  |            |         |  |            |   |         | 
|-------------------------------------------------- |  | ---------- | ------- |  | ---------- | - | ------- | 
|                                                   |  | January 1, |         |  | January 3, |  
|                                                   |  | 2005       |         |  | 2004       |  
|                                                   |  |            |         |  |            |  
|                                                   |  | Successor  |         |  | Successor  |  
|                                                   |  |            |         |  |            |  
|Accrued postretirement and other employee benefits |  | $          | 243,285 |  |            | $ | 213,549 | 
|Accrued taxes                                      |  |            | 225,868 |  |            |   | 205,981 | 
|Other                                              |  |            | 50,841  |  |            |   | 34,655  | 
|                                                   |  |            |         |  |            |  
|                                                   |  | $          | 519,994 |  |            | $ | 454,185 | 
|                                                   |  |            |         |  |            |  

61



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|         |                              
|-------- | -----------------------------
|Note 8  | Property, Plant and Equipment



|                                           |  |            |           |   |            |   |           |  
|------------------------------------------ |  | ---------- | --------- | - | ---------- | - | --------- | -
|                                           |  | January 1, |           |   | January 3, |  
|                                           |  | 2005       |           |   | 2004       |  
|                                           |  |            |           |   |            |  
|                                           |  | Successor  |           |   | Successor  |  
|                                           |  |            |           |   |            |  
|Land and land improvements                 |  | $          | 722,169   |   |            | $ | 676,937   |  
|Buildings and improvements                 |  |            | 374,909   |   |            |   | 328,201   |  
|Machinery and equipment                    |  |            | 591,974   |   |            |   | 473,316   |  
|Vessels and containers                     |  |            | 234,283   |   |            |   | 239,126   |  
|Vessels and equipment under capital leases |  |            | 94,998    |   |            |   | 94,145    |  
|Construction in progress                   |  |            | 84,822    |   |            |   | 52,119    |  
|                                           |  |            |           |   |            |  
|                                           |  |            | 2,103,155 |   |            |   | 1,863,844 |  
|Accumulated depreciation                   |  |            | (586,800  | ) |            |   | (393,965  | )
|                                           |  |            |           |   |            |  
|                                           |  | $          | 1,516,355 |   |            | $ | 1,469,879 |  
|                                           |  |            |           |   |            |  



|                                           |  |                                         |         | 
|------------------------------------------ |  | --------------------------------------- | ------- | 
|                                           |  | Years                                   |        
|                                           |  |                                         |        
|Land improvements                          |  |                                         | 5 to 35 | 
|Buildings and improvements                 |  |                                         | 3 to 50 | 
|Machinery and equipment                    |  |                                         | 2 to 35 | 
|Vessels and containers                     |  |                                         | 3 to 30 | 
|Vessels and equipment under capital leases |  | Shorter of useful life or life of lease





|         |                               
|-------- | ------------------------------
|Note 9  | Goodwill and Intangible Assets



|                                          |  |             |         |       |            |   |          |       |  |           |         |  |       |   |       |  |  |   |   |  |  |   |         | 
|----------------------------------------- |  | ----------- | ------- | ----- | ---------- | - | -------- | ----- |  | --------- | ------- |  | ----- | - | ----- |  |  | - | - |  |  | - | ------- | 
|                                          |  |             |         | Fresh |            |   | Packaged |       |  | Fresh-cut |         |  |       |  
|                                          |  | Fresh Fruit |         |       | Vegetables |   |          | Foods |  |           | Flowers |  | Other |   | Total | 
|                                          |  |             |         |       |            |   |          |       |  |           |         |  |       |   |       | 
|Balance as of January 3, 2004 (Successor) |  | $           | 341,540 |       |            | $ | 89,025   |       |  | $         | 18,186  |  |       | $ |      |  |  | $ |  |  |  | $ | 448,751 | 
|Additions                                 |  |             | 34,136  |       |            |   | 8,638    |       |  |           | 45,340  |  |       |   |      |  |  |   |  |  |  |   | 88,114  | 
|                                          |  |             |         |       |            |   |          |       |  |           |         |  |       |   |       |  |  |  
|Balance as of January 1, 2005 (Successor) |  | $           | 375,676 |       |            | $ | 97,663   |       |  | $         | 63,526  |  |       | $ |      |  |  | $ |  |  |  | $ | 536,865 | 
|                                          |  |             |         |       |            |   |          |       |  |           |         |  |       |   |       |  |  |  



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|                                                  |                                                      |            |         |         |            |   |         |         | 
|------------------------------------------------- | ---------------------------------------------------- | ---------- | ------- | ------- | ---------- | - | ------- | ------- | 
|                                                  |                                                      | January 1, |         |         | January 3, |  
|                                                  |                                                      | 2005       |         |         | 2004       |  
|                                                  |                                                      |            |         |         |            |  
|                                                  |                                                      | Successor  |         |         | Successor  |  
|                                                  |                                                      |            |         |         |            |  
|Amortized intangible assets:                      |                                                      |            |         |         |            |   |         |        
|                                                  | Customer relationships                               |            | $       | 38,501  |            |   | $       | 28,351  | 
|                                                  | Licenses                                             |            |         | 20,688  |            |   |         | 20,688  | 
|                                                  | Other amortized intangible assets                    |            |         | 9,132   |            |   |         | 9,040   | 
|                                                  |                                                      |            |         |         |            |  
|                                                  |                                                      |            | 68,321  |         |            |   | 58,079  |        
|Accumulated amortization  customer relationships |                                                      |            | (5,542  | )       |            |   | (2,181  | )      
|Accumulated amortization  licenses               |                                                      |            | (13,218 | )       |            |   | (5,747  | )      
|Other accumulated amortization                    |                                                      |            | (5,588  | )       |            |   | (4,810  | )      
|                                                  |                                                      |            |         |         |            |  
|Accumulated amortization  intangible assets      |                                                      |            | (24,348 | )       |            |   | (12,738 | )      
|                                                  |                                                      |            |         |         |            |  
|Intangible assets, net                            |                                                      |            | 43,973  |         |            |   | 45,341  |        
|Unamortized intangible assets:                    |                                                      |            |         |         |            |   |         |        
|                                                  | Trademark, trade names and other related intangibles |            |         | 694,518 |            |   |         | 694,518 | 
|                                                  |                                                      |            |         |         |            |  
|Total identifiable intangible assets, net         |                                                      | $          | 738,491 |         |            | $ | 739,859 |        
|                                                  |                                                      |            |         |         |            |  



|            |  |        |        | 
|----------- |  | ------ | ------ | 
|Fiscal Year |  | Amount |       
|            |  |        |       
|2005        |  | $      | 11,848 | 
|2006        |  |        | 4,323  | 
|2007        |  |        | 3,677  | 
|2008        |  |        | 3,677  | 
|2009        |  |        | 3,677  | 

Goodwill and
Other Intangible Assets


63



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|          |               
|--------- | --------------
|Note 10  | Long-Term Debt



|                          |                                                                                                       |            |           |         |            |   |           |         | 
|------------------------- | ----------------------------------------------------------------------------------------------------- | ---------- | --------- | ------- | ---------- | - | --------- | ------- | 
|                          |                                                                                                       | January 1, |           |         | January 3, |  
|                          |                                                                                                       | 2005       |           |         | 2004       |  
|                          |                                                                                                       |            |           |         |            |  
|                          |                                                                                                       | Successor  |           |         | Successor  |  
|                          |                                                                                                       |            |           |         |            |  
|Unsecured debt:           |                                                                                                       |            |           |         |            |   |           |        
|                          | 8.625% notes due 2009                                                                                 |            | $         | 400,000 |            |   | $         | 400,000 | 
|                          | 7.25% notes due 2010                                                                                  |            |           | 400,000 |            |   |           | 400,000 | 
|                          | 8.875% notes due 2011                                                                                 |            |           | 475,000 |            |   |           | 475,000 | 
|                          | 8.75% debentures due 2013                                                                             |            |           | 155,000 |            |   |           | 155,000 | 
|Secured debt:             |                                                                                                       |            |           |         |            |   |           |        
|                          | Revolving credit facility                                                                             |            |           |        |            |   |           | 20,000  | 
|                          | Term loan facility                                                                                    |            |           | 341,619 |            |   |           | 305,000 | 
|                          | Contracts and notes due 2005  2009, at a
    weighted-average interest rate of 7.84% (5.64% in 2003) |            |           | 2,801   |            |   |           | 2,598   | 
|Capital lease obligations |                                                                                                       |            | 95,539    |         |            |   | 93,550    |        
|Unamortized debt discount |                                                                                                       |            | (1,661    | )       |            |   | (1,996    | )      
|                          |                                                                                                       |            |           |         |            |  
|                          |                                                                                                       |            | 1,868,298 |         |            |   | 1,849,152 |        
|Current maturities        |                                                                                                       |            | (31,278   | )       |            |   | (45,627   | )      
|                          |                                                                                                       |            |           |         |            |  
|                          |                                                                                                       | $          | 1,837,020 |         |            | $ | 1,803,525 |        
|                          |                                                                                                       |            |           |         |            |  



| |               
| | --------------
| | Unsecured Debt











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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






| |             
| | ------------
| | Secured Debt















65



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)










|            |  |        |           | 
|----------- |  | ------ | --------- | 
|Fiscal Year |  | Amount |          
|            |  |        |          
|2005        |  | $      | 31,278    | 
|2006        |  |        | 30,461    | 
|2007        |  |        | 30,070    | 
|2008        |  |        | 267,902   | 
|2009        |  |        | 403,714   | 
|Thereafter  |  |        | 1,104,873 | 
|            |  |        |          
|Total       |  | $      | 1,868,298 | 
|            |  |        |          





|          |                       
|--------- | ----------------------
|Note 11  | Employee Benefit Plans







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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


Employers
Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits






|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |   |         |   |  |   |         |   |  |   |         |  
|-------------------------------------- | ------------------------------------------------ | ------------------ | - | -------- | --------------------------- |  | ------- | ----------- | - | ---- | ---------- | ------- | -------- | ---------- | - | ------- | ----------- | ----- | - | ---------- | -------- |  | ---------- | ------- | - | ----------- | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                       |                                                  | U.S. Pension Plans |   |          | International Pension Plans |  |         | OPRB Plans  |  
|                                       |                                                  |                    |   |          |                             |  |         |             |  
|                                       |                                                  |                    |   | Three    |                             |  |         |             |   |      | Three      |         |          |            |   |         |             | Three |   |            |         
|                                       |                                                  |                    |   | Quarters |                             |  | Quarter |             |   | Year |            |         | Quarters |            |   | Quarter |             |       |   |            | Quarters |  |            | Quarter |  
|                                       |                                                  | Year Ended         |   |          | Ended                       |  |         | Ended       |   |      | Ended      |         |          | Ended      |   |         | Ended       |       |   | Year Ended |          |  | Ended      |         |   | Ended       |  
|                                       |                                                  | January 1,         |   |          | January 3,                  |  |         | March 22,   |   |      | January 1, |         |          | January 3, |   |         | March 22,   |       |   | January 1, |          |  | January 3, |         |   | March 22,   |  
|                                       |                                                  | 2005               |   |          | 2004                        |  |         | 2003        |   |      | 2005       |         |          | 2004       |   |         | 2003        |       |   | 2005       |          |  | 2004       |         |   | 2003        |  
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  
|                                       |                                                  | Successor          |   |          | Successor                   |  |         | Predecessor |   |      | Successor  |         |          | Successor  |   |         | Predecessor |       |   | Successor  |          |  | Successor  |         |   | Predecessor |  
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  
|                                       |                                                  | (In thousands)     |  
|Change in projected benefit obligation |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |   |         |   |  |   |         |   |  |   |        
|                                       | Benefit obligation at beginning of period        |                    | $ | 278,863  |                             |  | $       | 283,009     |   |      | $          | 273,438 |          |            | $ | 62,198  |             |       | $ | 52,697     |          |  | $          | 29,113  |   |             | $ | 78,212  |   |  | $ | 79,526  |   |  | $ | 72,016  |  
|                                       | Service cost                                     |                    |   | 2,780    |                             |  |         | 2,084       |   |      |            | 649     |          |            |   | 4,098   |             |       |   | 2,469      |          |  |            | 813     |   |             |   | 93      |   |  |   | 65      |   |  |   | 21      |  
|                                       | Interest cost                                    |                    |   | 16,635   |                             |  |         | 12,820      |   |      |            | 4,400   |          |            |   | 5,007   |             |       |   | 3,504      |          |  |            | 1,152   |   |             |   | 5,058   |   |  |   | 3,624   |   |  |   | 1,238   |  
|                                       | Participant contributions                        |                    |   |         |                             |  |         |            |   |      |            |        |          |            |   | 27      |             |       |   | 22         |          |  |            | 6       |   |             |   |        |   |  |   |        |   |  |   |        |  
|                                       | Foreign exchange rate changes                    |                    |   |         |                             |  |         |            |   |      |            |        |          |            |   | 1,640   |             |       |   | 3,170      |          |  |            | (580    | ) |             |   |        |   |  |   |        |   |  |   |        |  
|                                       | Actuarial loss (gain)                            |                    |   | 37,433   |                             |  |         | 449         |   |      |            | 10,872  |          |            |   | (790    | )           |       |   | 4,728      |          |  |            | 83      |   |             |   | (1,230  | ) |  |   | (580    | ) |  |   | 7,715   |  
|                                       | Curtailments, settlements and terminations, net  |                    |   |         |                             |  |         |            |   |      |            |        |          |            |   | 5,611   |             |       |   | 78         |          |  |            |        |   |             |   |        |   |  |   |        |   |  |   |        |  
|                                       | Benefits paid                                    |                    |   | (24,006  | )                           |  |         | (19,499     | ) |      |            | (6,350  | )        |            |   | (14,622 | )           |       |   | (4,470     | )        |  |            | (1,516  | ) |             |   | (5,016  | ) |  |   | (4,423  | ) |  |   | (1,464  | )
|                                       | Additional plans                                 |                    |   |         |                             |  |         |            |   |      |            |        |          |            |   | 707     |             |       |   |           |          |  |            | 23,626  |   |             |   |        |   |  |   |        |   |  |   |        |  
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  
|                                       | Benefit obligation at end of period              |                    | $ | 311,705  |                             |  | $       | 278,863     |   |      | $          | 283,009 |          |            | $ | 63,876  |             |       | $ | 62,198     |          |  | $          | 52,697  |   |             | $ | 77,117  |   |  | $ | 78,212  |   |  | $ | 79,526  |  
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  
|Change in plan assets                  |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |   |         |   |  |   |         |   |  |   |        
|                                       | Fair value of plan assets at beginning of period |                    | $ | 223,621  |                             |  | $       | 200,041     |   |      | $          | 212,559 |          |            | $ | 2,439   |             |       | $ | 2,345      |          |  | $          | 2,316   |   |             | $ |        |   |  | $ |        |   |  | $ |        |  
|                                       | Actual return on plan assets                     |                    |   | 19,581   |                             |  |         | 41,505      |   |      |            | (6,543  | )        |            |   | 533     |             |       |   | 141        |          |  |            | 61      |   |             |   |        |   |  |   |        |   |  |   |        |  
|                                       | Company contributions                            |                    |   | 3,804    |                             |  |         | 1,574       |   |      |            | 375     |          |            |   | 14,587  |             |       |   | 4,467      |          |  |            | 1,516   |   |             |   | 5,016   |   |  |   | 4,423   |   |  |   | 1,464   |  
|                                       | Participant contributions                        |                    |   |         |                             |  |         |            |   |      |            |        |          |            |   | 27      |             |       |   | 22         |          |  |            | 6       |   |             |   |        |   |  |   |        |   |  |   |        |  
|                                       | Foreign exchange rate changes                    |                    |   |         |                             |  |         |            |   |      |            |        |          |            |   | (39     | )           |       |   | (49        | )        |  |            | (38     | ) |             |   |        |   |  |   |        |   |  |   |        |  
|                                       | Benefits paid                                    |                    |   | (24,006  | )                           |  |         | (19,499     | ) |      |            | (6,350  | )        |            |   | (14,622 | )           |       |   | (4,470     | )        |  |            | (1,516  | ) |             |   | (5,016  | ) |  |   | (4,423  | ) |  |   | (1,464  | )
|                                       | Other                                            |                    |   |         |                             |  |         |            |   |      |            |        |          |            |   |        |             |       |   | (17        | )        |  |            |        |   |             |   |        |   |  |   |        |   |  |   |        |  
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  
|                                       | Fair value of plan assets at end of period       |                    | $ | 223,000  |                             |  | $       | 223,621     |   |      | $          | 200,041 |          |            | $ | 2,925   |             |       | $ | 2,439      |          |  | $          | 2,345   |   |             | $ |        |   |  | $ |        |   |  | $ |        |  
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  
|                                       | Funded status                                    |                    | $ | (88,705  | )                           |  | $       | (55,242     | ) |      | $          | (82,968 | )        |            | $ | (60,951 | )           |       | $ | (59,759    | )        |  | $          | (50,352 | ) |             | $ | (77,117 | ) |  | $ | (78,212 | ) |  | $ | (79,526 | )
|                                       | Unrecognized net loss (gain)                     |                    |   | 37,098   |                             |  |         | 518         |   |      |            | 98,750  |          |            |   | 3,697   |             |       |   | 5,590      |          |  |            | 1,023   |   |             |   | (1,542  | ) |  |   | (268    | ) |  |   | 1,410   |  
|                                       | Unrecognized prior service cost (benefit)        |                    |   | 4        |                             |  |         | 8           |   |      |            | 43      |          |            |   | 485     |             |       |   | 557        |          |  |            | 2,651   |   |             |   | (717    | ) |  |   | (855    | ) |  |   | (4,100  | )
|                                       | Unrecognized net transition (asset) obligation   |                    |   |         |                             |  |         | (1          | ) |      |            | (39     | )        |            |   | 275     |             |       |   | 315        |          |  |            | 922     |   |             |   |        |   |  |   |        |   |  |   |        |  
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  
|                                       | Net balance sheet asset (liability)              |                    | $ | (51,603  | )                           |  | $       | (54,717     | ) |      | $          | 15,786  |          |            | $ | (56,494 | )           |       | $ | (53,297    | )        |  | $          | (45,756 | ) |             | $ | (79,376 | ) |  | $ | (79,335 | ) |  | $ | (82,216 | )
|                                       |                                                  |                    |   |          |                             |  |         |             |   |      |            |         |          |            |   |         |             |       |   |            |          |  |            |         |   |             |  

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


|                                                      |                                      |                    |   |          |                             |   |         |             |   |      |            |         |          |            |    |         |             |       |    |            |          |   |            |         |   |             |   |         |   |   |   |         |   |   |   |         |  
|----------------------------------------------------- | ------------------------------------ | ------------------ | - | -------- | --------------------------- | - | ------- | ----------- | - | ---- | ---------- | ------- | -------- | ---------- | -- | ------- | ----------- | ----- | -- | ---------- | -------- | - | ---------- | ------- | - | ----------- | - | ------- | - | - | - | ------- | - | - | - | ------- | -
|                                                      |                                      | U.S. Pension Plans |   |          | International Pension Plans |   |         | OPRB Plans  |  
|                                                      |                                      |                    |   |          |                             |   |         |             |  
|                                                      |                                      |                    |   | Three    |                             |   |         |             |   |      | Three      |         |          |            |    |         |             | Three |    |            |         
|                                                      |                                      |                    |   | Quarters |                             |   | Quarter |             |   | Year |            |         | Quarters |            |    | Quarter |             |       |    |            | Quarters |   |            | Quarter |  
|                                                      |                                      | Year Ended         |   |          | Ended                       |   |         | Ended       |   |      | Ended      |         |          | Ended      |    |         | Ended       |       |    | Year Ended |          |   | Ended      |         |   | Ended       |  
|                                                      |                                      | January 1,         |   |          | January 3,                  |   |         | March 22,   |   |      | January 1, |         |          | January 3, |    |         | March 22,   |       |    | January 1, |          |   | January 3, |         |   | March 22,   |  
|                                                      |                                      | 2005               |   |          | 2004                        |   |         | 2003        |   |      | 2005       |         |          | 2004       |    |         | 2003        |       |    | 2005       |          |   | 2004       |         |   | 2003        |  
|                                                      |                                      |                    |   |          |                             |   |         |             |   |      |            |         |          |            |    |         |             |       |    |            |          |   |            |         |   |             |  
|                                                      |                                      | Successor          |   |          | Successor                   |   |         | Predecessor |   |      | Successor  |         |          | Successor  |    |         | Predecessor |       |    | Successor  |          |   | Successor  |         |   | Predecessor |  
|                                                      |                                      |                    |   |          |                             |   |         |             |   |      |            |         |          |            |    |         |             |       |    |            |          |   |            |         |   |             |  
|                                                      |                                      | (In thousands)     |  
|Amounts recognized in the Consolidated Balance Sheets |                                      |                    |   |          |                             |   |         |             |   |      |            |         |          |            |    |         |             |       |    |            |          |   |            |         |   |             |   |         |   |   |   |         |   |   |   |        
|Prepaid benefit cost                                  |                                      | $                  |  |          |                             | $ | 10,971  |             |   | $    | 21,566     |         |          | $          | 62 |         |             | $     | 11 |            |          | $ |           |         |   | $           |  |         |   | $ |  |         |   | $ |  |        
|                                                      | Accrued benefit liability            |                    |   | (88,022  | )                           |   |         | (68,606     | ) |      |            | (87,998 | )        |            |    | (59,996 | )           |       |    | (56,408    | )        |   |            | (50,650 | ) |             |   | (79,376 | ) |   |   | (79,335 | ) |   |   | (82,216 | )
|                                                      | Intangible assets                    |                    |   | 4        |                             |   |         |            |   |      |            |        |          |            |    | 651     |             |       |    | 685        |          |   |            | 3,193   |   |             |   |        |   |   |   |        |   |   |   |        |  
|                                                      | Accumulated other comprehensive loss |                    |   | 36,415   |                             |   |         | 2,918       |   |      |            | 82,218  |          |            |    | 2,789   |             |       |    | 2,415      |          |   |            | 1,701   |   |             |   |        |   |   |   |        |   |   |   |        |  
|                                                      |                                      |                    |   |          |                             |   |         |             |   |      |            |         |          |            |    |         |             |       |    |            |          |   |            |         |   |             |  
|                                                      | Net amount recognized                |                    | $ | (51,603  | )                           |   | $       | (54,717     | ) |      | $          | 15,786  |          |            | $  | (56,494 | )           |       | $  | (53,297    | )        |   | $          | (45,756 | ) |             | $ | (79,376 | ) |   | $ | (79,335 | ) |   | $ | (82,216 | )
|                                                      |                                      |                    |   |          |                             |   |         |             |   |      |            |         |          |            |    |         |             |       |    |            |          |   |            |         |   |             |  





|                               |  |            |         |  |            |   |         | 
|------------------------------ |  | ---------- | ------- |  | ---------- | - | ------- | 
|                               |  | January 1, |         |  | January 3, |  
|                               |  | 2005       |         |  | 2004       |  
|                               |  |            |         |  |            |  
|                               |  | Successor  |         |  | Successor  |  
|                               |  |            |         |  |            |  
|Projected benefit obligation   |  | $          | 375,060 |  |            | $ | 305,168 | 
|Accumulated benefit obligation |  | $          | 367,247 |  |            | $ | 294,985 | 
|Fair value of plan assets      |  | $          | 225,486 |  |            | $ | 178,572 | 

68



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|                                        |                                |                                                 |        |         |            |   |       |             |     |   |              |        |       |            |       |          |            |   |         |             |      |      |              |       |      |   |       |       |      |   |       |       |      |  
|--------------------------------------- | ------------------------------ | ----------------------------------------------- | ------ | ------- | ---------- | - | ----- | ----------- | --- | - | ------------ | ------ | ----- | ---------- | ----- | -------- | ---------- | - | ------- | ----------- | ---- | ---- | ------------ | ----- | ---- | - | ----- | ----- | ---- | - | ----- | ----- | ---- | -
|                                        |                                | Pension Plans                                   |        |         | OPRB Plans |  
|                                        |                                |                                                 |        |         |            |  
|                                        |                                |                                                 |        | Three   |            |   |       |             |     |   | Three        |        |       |           
|                                        |                                | Year                                            |        |         | Quarters   |   |       | Quarter     |     |   |              |        | Year  |            |       | Quarters |            |   | Quarter |             |      | Year |             
|                                        |                                | Ended                                           |        |         | Ended      |   |       | Ended       |     |   | Year Ended   |        |       | Ended      |       |          | Ended      |   |         | Ended       |      |      | Ended        |      
|                                        |                                | January 1,                                      |        |         | January 3, |   |       | March 22,   |     |   | December 28, |        |       | January 1, |       |          | January 3, |   |         | March 22,   |      |      | December 28, |      
|                                        |                                | 2005                                            |        |         | 2004       |   |       | 2003        |     |   | 2002         |        |       | 2005       |       |          | 2004       |   |         | 2003        |      |      | 2002         |      
|                                        |                                |                                                 |        |         |            |   |       |             |     |   |              |        |       |            |       |          |            |   |         |             |      |      |              |      
|                                        |                                | Successor                                       |        |         | Successor  |   |       | Predecessor |     |   | Predecessor  |        |       | Successor  |       |          | Successor  |   |         | Predecessor |      |      | Predecessor  |      
|                                        |                                |                                                 |        |         |            |   |       |             |     |   |              |        |       |            |       |          |            |   |         |             |      |      |              |      
|Components of net periodic benefit cost |                                |                                                 |        |         |            |   |       |             |     |   |              |        |       |            |       |          |            |   |         |             |      |      |              |       |      |   |       |       |      |   |       |      
|                                        | Service cost                   |                                                 | $      | 6,878   |            |   | $     | 4,553       |     |   | $            | 1,462  |       |            | $     | 4,284    |            |   | $       | 93          |      |      | $            | 65    |      |   | $     | 21    |      |   | $     | 113   |     
|                                        | Interest cost                  |                                                 |        | 21,642  |            |   |       | 16,323      |     |   |              | 5,552  |       |            |       | 22,975   |            |   |         | 5,058       |      |      |              | 3,624 |      |   |       | 1,238 |      |   |       | 4,802 |     
|                                        | Expected return on plan assets |                                                 |        | (19,042 | )          |   |       | (18,811     | )   |   |              | (6,266 | )     |            |       | (27,826  | )          |   |         |            |      |      |              |      |      |   |       |      |      |   |       |      |     
|                                        | Amortization of:               |                                                 |        |         |            |   |       |             |     |   |              |        |       |            |       |          |            |   |         |             |      |      |              |       |      |   |       |       |      |   |       |       |     
|                                        |                                | Unrecognized net loss (gain)                    |        |         | 197        |   |       |             | 115 |   |              |        | 160   |            |       |          | 351        |   |         |             | 28   |      |              |       | 17   |   |       |       | 56   |   |       |       | (127 | )
|                                        |                                | Unrecognized prior service cost (benefit)       |        |         | 68         |   |       |             | 53  |   |              |        | 76    |            |       |          | 476        |   |         |             | (138 | )    |              |       | (103 | ) |       |       | (147 | ) |       |       | (590 | )
|                                        |                                | Unrecognized net transition obligation          |        |         | 47         |   |       |             | 28  |   |              |        | 22    |            |       |          | 64         |   |         |             |     |      |              |       |     |   |       |       |     |   |       |       |     |  
|                                        |                                | Curtailments, settlements and terminations, net |        |         | 6,492      |   |       |             | 79  |   |              |        |      |            |       |          | 2,400      |   |         |             |     |      |              |       |     |   |       |       |     |   |       |       |     |  
|                                        |                                | Other                                           |        |         |           |   |       |             |    |   |              |        | 1,017 |            |       |          |           |   |         |             |     |      |              |       |     |   |       |       |     |   |       |       |     |  
|                                        |                                |                                                 |        |         |            |   |       |             |     |   |              |        |       |            |       |          |            |   |         |             |      |      |              |      
|                                        |                                | $                                               | 16,282 |         |            | $ | 2,340 |             |     | $ | 2,023        |        |       | $          | 2,724 |          |            | $ | 5,041   |             |      | $    | 3,603        |       |      | $ | 1,168 |       |      | $ | 4,198 |      
|                                        |                                |                                                 |        |         |            |   |       |             |     |   |              |        |       |            |       |          |            |   |         |             |      |      |              |      



| |            
| | -----------
| | Assumptions



|                  |                               |              |  |      |               |  |  |            |   |  |      |      |   |      |  |      |      |  |  |      |   |  |  |      |  
|----------------- | ----------------------------- | ------------ |  | ---- | ------------- |  |  | ---------- | - |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | - |  |  | ---- | -
|                  |                               | U.S. Pension |  |      | International |  |  |           
|                  |                               | Plans        |  |      | Pension Plans |  |  | OPRB Plans |  
|                  |                               |              |  |      |               |  |  |            |  
|                  |                               | 2004         |  |      | 2003          |  |  | 2004       |   |  | 2003 |      |   | 2004 |  |      | 2003 | 
|                  |                               |              |  |      |               |  |  |            |   |  |      |      |   |      |  |      |      | 
|Rate assumptions: |                               |              |  |      |               |  |  |            |   |  |      |      |   |      |  |      |      |  |  |      |   |  |  |     
|                  | Discount rate                 |              |  | 5.75 | %             |  |  | 6.25       | % |  |      | 8.70 | % |      |  | 8.93 | %    |  |  | 5.75 | % |  |  | 6.25 | %
|                  | Rate of compensation increase |              |  | 4.50 | %             |  |  | 4.50       | % |  |      | 6.75 | % |      |  | 8.27 | %    |  |  | 4.50 | % |  |  | 4.50 | %



|                  |                               |              |  |      |               |  |  |            |   |  |      |       |   |      |  |       |      |  |  |      |   |  |  |      |  
|----------------- | ----------------------------- | ------------ |  | ---- | ------------- |  |  | ---------- | - |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ---- | - |  |  | ---- | -
|                  |                               | U.S. Pension |  |      | International |  |  |           
|                  |                               | Plans        |  |      | Pension Plans |  |  | OPRB Plans |  
|                  |                               |              |  |      |               |  |  |            |  
|                  |                               | 2004         |  |      | 2003          |  |  | 2004       |   |  | 2003 |       |   | 2004 |  |       | 2003 | 
|                  |                               |              |  |      |               |  |  |            |   |  |      |       |   |      |  |       |      | 
|Rate assumptions: |                               |              |  |      |               |  |  |            |   |  |      |       |   |      |  |       |      |  |  |      |   |  |  |     
|                  | Discount rate                 |              |  | 6.25 | %             |  |  | 6.25       | % |  |      | 8.93  | % |      |  | 9.72  | %    |  |  | 6.25 | % |  |  | 6.25 | %
|                  | Compensation increases        |              |  | 4.50 | %             |  |  | 4.50       | % |  |      | 6.98  | % |      |  | 8.39  | %    |  |  | 4.50 | % |  |  | 4.50 | %
|                  | Rate of return on plan assets |              |  | 8.75 | %             |  |  | 8.75       | % |  |      | 11.11 | % |      |  | 11.12 | %    |  |  |     |   |  |  |     |  

69



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






|                    |  |            |     |   |            |  |     |  
|------------------- |  | ---------- | --- | - | ---------- |  | --- | -
|                    |  | Year Ended |     |   | Year Ended | 
|                    |  | January 1, |     |   | January 3, | 
|Fiscal Year         |  | 2005       |     |   | 2004       | 
|                    |  |            |     |   |            | 
|2003                |  |            |    |   |            |  | 9   | %
|2004                |  |            | 11  | % |            |  | 8   | %
|2005                |  |            | 10  | % |            |  | 7   | %
|2006                |  |            | 9   | % |            |  | 6   | %
|2007                |  |            | 8   | % |            |  | 5.5 | %
|2008                |  |            | 7   | % |            |  | 5.5 | %
|2009                |  |            | 6   | % |            |  | 5.5 | %
|2010 and thereafter |  |            | 5.5 | % |            |  | 5.5 | %



|                                                 |  |                      |       |  |                      |   |        |  
|------------------------------------------------ |  | -------------------- | ----- |  | -------------------- | - | ------ | -
|                                                 |  | One-Percentage-Point |       |  | One-Percentage-Point |  
|                                                 |  | Increase             |       |  | Decrease             |  
|                                                 |  |                      |       |  |                      |  
|Increase (decrease) in service and interest cost |  | $                    | 304   |  |                      | $ | (204   | )
|Increase (decrease) in APBO                      |  | $                    | 4,955 |  |                      | $ | (4,356 | )



| |            
| | -----------
| | Plan Assets



|                        |       |                |      |     |            |  |      |     |  
|----------------------- | ----- | -------------- | ---- | --- | ---------- |  | ---- | --- | -
|                        |       | Plan Assets at |     
|                        |       |                |     
|                        |       | January 1,     |      |     | January 3, | 
|Asset Category          |       | 2005           |      |     | 2004       | 
|                        |       |                |      |     |            | 
|Fixed income securities |       |                | 38.2 | %   |            |  | 37.7 | %  
|Equity securities       |       |                | 58.0 | %   |            |  | 58.5 | %  
|Alternative investments |       |                | 3.8  | %   |            |  | 3.8  | %  
|                        |       |                |      |     |            | 
|                        | Total |                |      | 100 | %          |  |      | 100 | %
|                        |       |                |      |     |            | 





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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






|                        |  |                   |    |  
|----------------------- |  | ----------------- | -- | -
|Asset Class             |  | Target Allocation |   
|                        |  |                   |   
|Fixed income securities |  |                   | 40 | %
|Equity securities       |  |                   | 55 | %
|Alternative investments |  |                   | 5  | %









| |                                                             
| | ------------------------------------------------------------
| | Plan Contributions and Estimated Future Benefit
    Payments





|            |  |              |         |               |         |   |        |            |  |   |        | 
|----------- |  | ------------ | ------- | ------------- | ------- | - | ------ | ---------- |  | - | ------ | 
|            |  |              |         | International |         |   |       
|            |  | U.S. Pension |         |               | Pension |   |        |           
|Fiscal Year |  | Plans        |         |               | Plans   |   |        | OPRB Plans | 
|            |  |              |         |               |         |   |        |            | 
|2005        |  | $            | 23,577  |               |         | $ | 3,548  |            |  | $ | 7,043  | 
|2006        |  |              | 23,096  |               |         |   | 4,080  |            |  |   | 7,318  | 
|2007        |  |              | 22,661  |               |         |   | 4,803  |            |  |   | 7,570  | 
|2008        |  |              | 22,328  |               |         |   | 5,282  |            |  |   | 7,735  | 
|2009        |  |              | 21,926  |               |         |   | 6,172  |            |  |   | 7,920  | 
|2010-2014   |  |              | 105,176 |               |         |   | 39,926 |            |  |   | 41,414 | 
|            |  |              |         |               |         |   |        |            | 
|Total       |  | $            | 218,764 |               |         | $ | 63,811 |            |  | $ | 79,000 | 
|            |  |              |         |               |         |   |        |            | 

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




| |                           
| | --------------------------
| | Defined Contribution Plans





| |                     
| | --------------------
| | Multi-Employer Plans





| |                           
| | --------------------------
| | Medicare Modernization Act

Accounting and Disclosure Requirements Related
to the Medicare Prescription Drug, Improvement and Modernization
Act of 2003. Employers Accounting for Postretirement
Benefits Other than Pensions




|          |                     
|--------- | --------------------
|Note 12  | Shareholders Equity







72



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)










|          |                  
|--------- | -----------------
|Note 13  | Business Segments







73



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






| |                       
| | ----------------------
| | Results of Operations:

|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |         |   |   |           |           |  
|---------------------------------------------------------------------------------------- | ------------------------ | --------- | --------- | -------------- | --------------- | - | ------------- | -------------- | - | - | ----------- | ------- | - | - | --------- | --------- | -
|                                                                                         |                          |           |           | Three Quarters |                 |   |               |                |  
|                                                                                         |                          |           |           | Ended          |                 |   | Quarter Ended |                |   |  
|                                                                                         |                          | 2004      |           |                | January 3, 2004 |   |               | March 22, 2003 |   |   | 2002        |        
|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |        
|                                                                                         |                          | Successor |           |                | Successor       |   |               | Predecessor    |   |   | Predecessor |        
|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |        
|                                                                                         |                          |           |           | (In thousands) |                 |   |              
|Revenues from external customers                                                         |                          |           |           |                |                 |   |               |                |   |   |             |         |   |   |           |          
|                                                                                         | Fresh fruit              |           | $         | 3,535,666      |                 |   | $             | 2,409,029      |   |   | $           | 725,115 |   |   | $         | 2,772,758 |  
|                                                                                         | Fresh vegetables         |           |           | 887,409        |                 |   |               | 673,719        |   |   |             | 176,865 |   |   |           | 825,559   |  
|                                                                                         | Packaged foods           |           |           | 691,780        |                 |   |               | 470,514        |   |   |             | 116,712 |   |   |           | 588,991   |  
|                                                                                         | Fresh-cut flowers        |           |           | 169,845        |                 |   |               | 119,580        |   |   |             | 48,506  |   |   |           | 173,927   |  
|                                                                                         | Other operating segments |           |           | 31,502         |                 |   |               | 27,129         |   |   |             | 5,972   |   |   |           | 30,838    |  
|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |        
|                                                                                         |                          | $         | 5,316,202 |                |                 | $ | 3,699,971     |                |   | $ | 1,073,170   |         |   | $ | 4,392,073 |          
|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |        
|EBIT                                                                                     |                          |           |           |                |                 |   |               |                |   |   |             |         |   |   |           |          
|                                                                                         | Fresh fruit              |           | $         | 257,880        |                 |   | $             | 165,007        |   |   | $           | 70,174  |   |   | $         | 217,844   |  
|                                                                                         | Fresh vegetables         |           |           | 58,645         |                 |   |               | 46,749         |   |   |             | 16,703  |   |   |           | 82,699    |  
|                                                                                         | Packaged foods           |           |           | 64,191         |                 |   |               | 23,419         |   |   |             | 11,693  |   |   |           | 64,905    |  
|                                                                                         | Fresh-cut flowers        |           |           | 1,853          |                 |   |               | (5,602         | ) |   |             | 6,394   |   |   |           | (5,925    | )
|                                                                                         | Other operating segments |           |           | 306            |                 |   |               | 289            |   |   |             | 65      |   |   |           | 713       |  
|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |        
|                                                                                         | Total operating segments |           |           | 382,875        |                 |   |               | 229,862        |   |   |             | 105,029 |   |   |           | 360,236   |  
|                                                                                         | Corporate and other      |           |           | (70,262        | )               |   |               | (75,742        | ) |   |             | (11,494 | ) |   |           | (69,359   | )
|Interest expense                                                                         |                          |           | 152,704   |                |                 |   | 124,491       |                |   |   | 19,647      |         |   |   | 80,890    |          
|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |        
|Income before income taxes and cumulative effect of a change in
    accounting principle |                          | $         | 159,909   |                |                 | $ | 29,629        |                |   | $ | 73,888      |         |   | $ | 209,987   |          
|                                                                                         |                          |           |           |                |                 |   |               |                |   |   |             |        





| |                    
| | -------------------
| | Financial Position:

|             |                          |                |           |           |            |   |           |           | 
|------------ | ------------------------ | -------------- | --------- | --------- | ---------- | - | --------- | --------- | 
|             |                          | January 1,     |           |           | January 3, |  
|             |                          | 2005           |           |           | 2004       |  
|             |                          |                |           |           |            |  
|             |                          | Successor      |           |           | Successor  |  
|             |                          |                |           |           |            |  
|             |                          | (In thousands) |          
|Total assets |                          |                |           |           |            |   |           |          
|             | Fresh fruit              |                | $         | 2,285,228 |            |   | $         | 2,177,541 | 
|             | Fresh vegetables         |                |           | 429,556   |            |   |           | 382,451   | 
|             | Packaged foods           |                |           | 563,297   |            |   |           | 376,936   | 
|             | Fresh-cut flowers        |                |           | 144,137   |            |   |           | 144,199   | 
|             | Other operating segments |                |           | 11,886    |            |   |           | 10,926    | 
|             |                          |                |           |           |            |  
|             | Total operating segments |                |           | 3,434,104 |            |   |           | 3,092,053 | 
|             | Corporate and other      |                |           | 897,513   |            |   |           | 895,831   | 
|             |                          |                |           |           |            |  
|             |                          | $              | 4,331,617 |           |            | $ | 3,987,884 |          
|             |                          |                |           |           |            |  

74



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|                              |                          |           |         |                |                 |   |               |                |  |   |             |        |  |   |         |         | 
|----------------------------- | ------------------------ | --------- | ------- | -------------- | --------------- | - | ------------- | -------------- |  | - | ----------- | ------ |  | - | ------- | ------- | 
|                              |                          |           |         | Three Quarters |                 |   |               |                | 
|                              |                          |           |         | Ended          |                 |   | Quarter Ended |                |  |  
|                              |                          | 2004      |         |                | January 3, 2004 |   |               | March 22, 2003 |  |   | 2002        |       
|                              |                          |           |         |                |                 |   |               |                |  |   |             |       
|                              |                          | Successor |         |                | Successor       |   |               | Predecessor    |  |   | Predecessor |       
|                              |                          |           |         |                |                 |   |               |                |  |   |             |       
|                              |                          |           |         | (In thousands) |                 |   |              
|Depreciation and amortization |                          |           |         |                |                 |   |               |                |  |   |             |        |  |   |         |        
|                              | Fresh fruit              |           | $       | 91,504         |                 |   | $             | 68,923         |  |   | $           | 16,354 |  |   | $       | 69,257  | 
|                              | Fresh vegetables         |           |         | 14,789         |                 |   |               | 13,208         |  |   |             | 3,260  |  |   |         | 13,179  | 
|                              | Packaged foods           |           |         | 26,012         |                 |   |               | 14,306         |  |   |             | 2,502  |  |   |         | 12,245  | 
|                              | Fresh-cut flowers        |           |         | 5,807          |                 |   |               | 4,626          |  |   |             | 1,360  |  |   |         | 6,166   | 
|                              | Other operating segments |           |         | 582            |                 |   |               | 469            |  |   |             | 96     |  |   |         | 608     | 
|                              | Corporate and other      |           |         | 6,299          |                 |   |               | 5,234          |  |   |             | 1,479  |  |   |         | 5,288   | 
|                              |                          |           |         |                |                 |   |               |                |  |   |             |       
|                              |                          | $         | 144,993 |                |                 | $ | 106,766       |                |  | $ | 25,051      |        |  | $ | 106,743 |        
|                              |                          |           |         |                |                 |   |               |                |  |   |             |       
|Capital additions             |                          |           |         |                |                 |   |               |                |  |   |             |        |  |   |         |        
|                              | Fresh fruit              |           | $       | 59,471         |                 |   | $             | 77,054         |  |   | $           | 1,630  |  |   | $       | 171,249 | 
|                              | Fresh vegetables         |           |         | 12,219         |                 |   |               | 12,407         |  |   |             | 35     |  |   |         | 13,523  | 
|                              | Packaged foods           |           |         | 18,382         |                 |   |               | 7,901          |  |   |             | 1,898  |  |   |         | 16,785  | 
|                              | Fresh-cut flowers        |           |         | 5,220          |                 |   |               | 1,136          |  |   |             | 29     |  |   |         | 2,629   | 
|                              | Other operating segments |           |         | 852            |                 |   |               | 1,279          |  |   |             |       |  |   |         | 867     | 
|                              | Corporate and other      |           |         | 5,523          |                 |   |               | 2,194          |  |   |             | 643    |  |   |         | 28,620  | 
|                              |                          |           |         |                |                 |   |               |                |  |   |             |       
|                              |                          | $         | 101,667 |                |                 | $ | 101,971       |                |  | $ | 4,235       |        |  | $ | 233,673 |        
|                              |                          |           |         |                |                 |   |               |                |  |   |             |       



|                                 |                     |           |           |                |                 |   |               |                |  |   |             |         |  |   |           |           | 
|-------------------------------- | ------------------- | --------- | --------- | -------------- | --------------- | - | ------------- | -------------- |  | - | ----------- | ------- |  | - | --------- | --------- | 
|                                 |                     |           |           | Three Quarters |                 |   |               |                | 
|                                 |                     |           |           | Ended          |                 |   | Quarter Ended |                |  |  
|                                 |                     | 2004      |           |                | January 3, 2004 |   |               | March 22, 2003 |  |   | 2002        |        
|                                 |                     |           |           |                |                 |   |               |                |  |   |             |        
|                                 |                     | Successor |           |                | Successor       |   |               | Predecessor    |  |   | Predecessor |        
|                                 |                     |           |           |                |                 |   |               |                |  |   |             |        
|                                 |                     |           |           | (In thousands) |                 |   |              
|Revenues from external customers |                     |           |           |                |                 |   |               |                |  |   |             |         |  |   |           |          
|                                 | United States       |           | $         | 2,302,624      |                 |   | $             | 1,716,234      |  |   | $           | 511,297 |  |   | $         | 2,117,889 | 
|                                 | Euro zone countries |           |           | 1,036,441      |                 |   |               | 691,988        |  |   |             | 204,206 |  |   |           | 752,893   | 
|                                 | Japan               |           |           | 673,842        |                 |   |               | 485,532        |  |   |             | 112,873 |  |   |           | 559,256   | 
|                                 | Sweden              |           |           | 462,854        |                 |   |               | 326,791        |  |   |             | 93,179  |  |   |           | 366,405   | 
|                                 | Canada              |           |           | 99,484         |                 |   |               | 57,311         |  |   |             | 17,235  |  |   |           | 72,431    | 
|                                 | Korea               |           |           | 92,817         |                 |   |               | 64,959         |  |   |             | 15,806  |  |   |           | 54,057    | 
|                                 | Other international |           |           | 648,140        |                 |   |               | 357,156        |  |   |             | 118,574 |  |   |           | 469,142   | 
|                                 |                     |           |           |                |                 |   |               |                |  |   |             |        
|                                 |                     | $         | 5,316,202 |                |                 | $ | 3,699,971     |                |  | $ | 1,073,170   |         |  | $ | 4,392,073 |          
|                                 |                     |           |           |                |                 |   |               |                |  |   |             |        

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


|                           |                     |                |           |         |            |   |           |         | 
|-------------------------- | ------------------- | -------------- | --------- | ------- | ---------- | - | --------- | ------- | 
|                           |                     | January 1,     |           |         | January 3, |  
|                           |                     | 2005           |           |         | 2004       |  
|                           |                     |                |           |         |            |  
|                           |                     | Successor      |           |         | Successor  |  
|                           |                     |                |           |         |            |  
|                           |                     | (In thousands) |          
|Tangible long-lived assets |                     |                |           |         |            |   |           |        
|                           | United States       |                | $         | 741,201 |            |   | $         | 686,232 | 
|                           | Oceangoing assets   |                |           | 244,970 |            |   |           | 272,168 | 
|                           | Philippines         |                |           | 119,942 |            |   |           | 97,619  | 
|                           | Costa Rica          |                |           | 114,763 |            |   |           | 110,521 | 
|                           | Honduras            |                |           | 87,255  |            |   |           | 85,685  | 
|                           | Ecuador             |                |           | 77,435  |            |   |           | 79,195  | 
|                           | Chile               |                |           | 77,420  |            |   |           | 73,844  | 
|                           | Other international |                |           | 185,441 |            |   |           | 204,778 | 
|                           |                     |                |           |         |            |  
|                           |                     | $              | 1,648,427 |         |            | $ | 1,610,042 |        
|                           |                     |                |           |         |            |  



|          |                                       
|--------- | --------------------------------------
|Note 14  | Operating Leases and Other Commitments







|            |  |        |         | 
|----------- |  | ------ | ------- | 
|Fiscal Year |  | Amount |        
|            |  |        |        
|2005        |  | $      | 73,031  | 
|2006        |  |        | 62,547  | 
|2007        |  |        | 42,776  | 
|2008        |  |        | 38,199  | 
|2009        |  |        | 34,767  | 
|Thereafter  |  |        | 174,541 | 
|            |  |        |        
|Total       |  | $      | 425,861 | 
|            |  |        |        





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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






|            |  |        |           | 
|----------- |  | ------ | --------- | 
|Fiscal Year |  | Amount |          
|            |  |        |          
|2005        |  | $      | 393,642   | 
|2006        |  |        | 285,127   | 
|2007        |  |        | 232,640   | 
|2008        |  |        | 180,020   | 
|2009        |  |        | 141,000   | 
|Thereafter  |  |        | 102,294   | 
|            |  |        |          
|            |  | $      | 1,334,723 | 
|            |  |        |          





|            |  |        |         | 
|----------- |  | ------ | ------- | 
|Fiscal Year |  | Amount |        
|            |  |        |        
|2005        |  | $      | 154,113 | 
|2006        |  |        | 128,113 | 
|2007        |  |        | 80,500  | 
|2008        |  |        | 80,500  | 
|2009        |  |        | 29,700  | 
|Thereafter  |  |        | 29,700  | 
|            |  |        |        
|            |  | $      | 502,626 | 
|            |  |        |        





|          |              
|--------- | -------------
|Note 15  | Contingencies



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)














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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)
















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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)




|          |                           
|--------- | --------------------------
|Note 16  | Related Party Transactions













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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)








Note 17  Subsequent Events










|          |                                
|--------- | -------------------------------
|Note 18  | Guarantor Financial Information





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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)






CONSOLIDATING STATEMENT OF OPERATIONS


SUCCESSOR


For the Year Ended January 1, 2005


|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |            |          |   |   |           |         | 
|---------------------------------------------------------- | -------------------------- | -------------- | ------- | ------- | ---------- | - | --------- | ---------- |  | - | ------------ | ------- |  | ----- | ---------- | -------- | - | - | --------- | ------- | 
|                                                           |                            | Dole Food      |         |         |            |   | Non       |            |  |   |              |        
|                                                           |                            | Company, Inc.  |         |         | Guarantors |   |           | Guarantors |  |   | Eliminations |         |  | Total |           
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |           
|                                                           |                            | (In thousands) |        
|Revenues, net                                              |                            | $              | 501,209 |         |            | $ | 1,969,079 |            |  | $ | 3,926,186    |         |  | $     | (1,080,272 | )        |   | $ | 5,316,202 |        
|Cost of products sold                                      |                            |                | 390,000 |         |            |   | 1,753,620 |            |  |   | 3,501,443    |         |  |       | (1,063,914 | )        |   |   | 4,581,149 |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |           
|                                                           | Gross margin               |                |         | 111,209 |            |   |           | 215,459    |  |   |              | 424,743 |  |       |            | (16,358  | ) |   |           | 735,053 | 
|Selling, marketing and general and administrative expenses |                            |                | 123,134 |         |            |   | 112,519   |            |  |   | 205,653      |         |  |       | (16,358    | )        |   |   | 424,948   |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |           
|                                                           | Operating income (loss)    |                |         | (11,925 | )          |   |           | 102,940    |  |   |              | 219,090 |  |       |            |         |   |   |           | 310,105 | 
|Equity in subsidiary income                                |                            |                | 233,197 |         |            |   | 190,756   |            |  |   |             |         |  |       | (423,953   | )        |   |   |          |        
|Other income (expense), net                                |                            |                | (1,747  | )       |            |   | (2,412    | )          |  |   | 2,460        |         |  |       |           |          |   |   | (1,699    | )      
|Interest income                                            |                            |                | 246     |         |            |   | 265       |            |  |   | 3,696        |         |  |       |           |          |   |   | 4,207     |        
|Interest expense                                           |                            |                | 132,572 |         |            |   | 221       |            |  |   | 19,911       |         |  |       |           |          |   |   | 152,704   |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |           
|                                                           | Income before income taxes |                |         | 87,199  |            |   |           | 291,328    |  |   |              | 205,335 |  |       |            | (423,953 | ) |   |           | 159,909 | 
|Income taxes                                               |                            |                | (47,219 | )       |            |   | 59,488    |            |  |   | 13,222       |         |  |       |           |          |   |   | 25,491    |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |           
|                                                           | Net income                 |                | $       | 134,418 |            |   | $         | 231,840    |  |   | $            | 192,113 |  |       | $          | (423,953 | ) |   | $         | 134,418 | 
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |           

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


SUCCESSOR


For the Three Quarters Ended January 3, 2004


|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |          |          |   |   |           |         | 
|---------------------------------------------------------- | -------------------------- | -------------- | ------- | ------- | ---------- | - | --------- | ---------- |  | - | ------------ | ------- |  | ----- | -------- | -------- | - | - | --------- | ------- | 
|                                                           |                            | Dole Food      |         |         |            |   | Non       |            |  |   |              |        
|                                                           |                            | Company, Inc.  |         |         | Guarantors |   |           | Guarantors |  |   | Eliminations |         |  | Total |         
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                           |                            | (In thousands) |        
|Revenues, net                                              |                            | $              | 380,573 |         |            | $ | 1,407,740 |            |  | $ | 2,702,360    |         |  | $     | (790,702 | )        |   | $ | 3,699,971 |        
|Cost of products sold                                      |                            |                | 317,376 |         |            |   | 1,261,579 |            |  |   | 2,430,602    |         |  |       | (790,702 | )        |   |   | 3,218,855 |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                           | Gross margin               |                |         | 63,197  |            |   |           | 146,161    |  |   |              | 271,758 |  |       |          |         |   |   |           | 481,116 | 
|Selling, marketing and general and administrative expenses |                            |                | 110,468 |         |            |   | 79,524    |            |  |   | 131,606      |         |  |       |         |          |   |   | 321,598   |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                           | Operating income (loss)    |                |         | (47,271 | )          |   |           | 66,637     |  |   |              | 140,152 |  |       |          |         |   |   |           | 159,518 | 
|Equity in subsidiary income                                |                            |                | 185,447 |         |            |   | 136,898   |            |  |   |             |         |  |       | (322,345 | )        |   |   |          |        
|Other income (expense), net                                |                            |                | (4,049  | )       |            |   | 1,059     |            |  |   | (6,784       | )       |  |       |         |          |   |   | (9,774    | )      
|Interest income                                            |                            |                | 231     |         |            |   | 261       |            |  |   | 3,884        |         |  |       |         |          |   |   | 4,376     |        
|Interest expense                                           |                            |                | 104,750 |         |            |   | 607       |            |  |   | 19,134       |         |  |       |         |          |   |   | 124,491   |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                           | Income before income taxes |                |         | 29,608  |            |   |           | 204,248    |  |   |              | 118,118 |  |       |          | (322,345 | ) |   |           | 29,629  | 
|Income taxes                                               |                            |                | 6,491   |         |            |   | 17,920    |            |  |   | (17,899      | )       |  |       |         |          |   |   | 6,512     |        
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                           | Net income                 |                | $       | 23,117  |            |   | $         | 186,328    |  |   | $            | 136,017 |  |       | $        | (322,345 | ) |   | $         | 23,117  | 
|                                                           |                            |                |         |         |            |   |           |            |  |   |              |         |  |       |         

PREDECESSOR


For the Quarter Ended March 22, 2003


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

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


PREDECESSOR


For the Year Ended December 28, 2002


|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |          |          |   |   |           |         | 
|---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | -------------- | ------- | ------- | ---------- | - | --------- | ---------- |  | - | ------------ | ------- |  | ----- | -------- | -------- | - | - | --------- | ------- | 
|                                                                                         |                                                                         | Dole Food      |         |         |            |   | Non       |            |  |   |              |        
|                                                                                         |                                                                         | Company, Inc.  |         |         | Guarantors |   |           | Guarantors |  |   | Eliminations |         |  | Total |         
|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                                                         |                                                                         | (In thousands) |        
|Revenues, net                                                                            |                                                                         | $              | 439,189 |         |            | $ | 1,765,725 |            |  | $ | 3,176,619    |         |  | $     | (989,460 | )        |   | $ | 4,392,073 |        
|Cost of products sold                                                                    |                                                                         |                | 307,751 |         |            |   | 1,558,113 |            |  |   | 2,820,264    |         |  |       | (989,460 | )        |   |   | 3,696,668 |        
|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                                                         | Gross margin                                                            |                |         | 131,438 |            |   |           | 207,612    |  |   |              | 356,355 |  |       |          |         |   |   |           | 695,405 | 
|Selling, marketing and general and administrative expenses                               |                                                                         |                | 140,643 |         |            |   | 120,004   |            |  |   | 160,243      |         |  |       |         |          |   |   | 420,890   |        
|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                                                         | Operating income (loss)                                                 |                |         | (9,205  | )          |   |           | 87,608     |  |   |              | 196,112 |  |       |          |         |   |   |           | 274,515 | 
|Equity in subsidiary income                                                              |                                                                         |                | 125,709 |         |            |   | 76,757    |            |  |   |             |         |  |       | (202,466 | )        |   |   |          |        
|Other income (expense), net                                                              |                                                                         |                | (3,323  | )       |            |   | 1,926     |            |  |   | 5,766        |         |  |       |         |          |   |   | 4,369     |        
|Interest income                                                                          |                                                                         |                | 4,999   |         |            |   | 516       |            |  |   | 6,478        |         |  |       |         |          |   |   | 11,993    |        
|Interest expense                                                                         |                                                                         |                | 72,279  |         |            |   | 171       |            |  |   | 8,440        |         |  |       |         |          |   |   | 80,890    |        
|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|Income before income taxes and cumulative effect of a change in
    accounting principle |                                                                         |                | 45,901  |         |            |   | 166,636   |            |  |   | 199,916      |         |  |       | (202,466 | )        |   |   | 209,987   |        
|Income taxes                                                                             |                                                                         |                | 9,620   |         |            |   | 33,428    |            |  |   | 10,741       |         |  |       |         |          |   |   | 53,789    |        
|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                                                         | Income before cumulative effect of a change in accounting
    principle |                |         | 36,281  |            |   |           | 133,208    |  |   |              | 189,175 |  |       |          | (202,466 | ) |   |           | 156,198 | 
|Cumulative effect of a change in accounting principle                                    |                                                                         |                |        |         |            |   | 7,259     |            |  |   | 112,658      |         |  |       |         |          |   |   | 119,917   |        
|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |         
|                                                                                         | Net income                                                              |                | $       | 36,281  |            |   | $         | 125,949    |  |   | $            | 76,517  |  |       | $        | (202,466 | ) |   | $         | 36,281  | 
|                                                                                         |                                                                         |                |         |         |            |   |           |            |  |   |              |         |  |       |         

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


CONDENSED CONSOLIDATING BALANCE SHEET


SUCCESSOR


As of January 1, 2005


|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |   |            |   |  |   |           |           | 
|------------------------------------ | ------------------------------------------ | ------------------------- | - | --------- | ---------- |  | --- | ---------- | ------- |  | ------------ | --------- | ------- | ----- | - | ---------- | - |  | - | --------- | --------- | 
|                                     |                                            | Dole Food                 |   |           |            |  | Non |            |         |  |              |          
|                                     |                                            | Company, Inc.             |   |           | Guarantors |  |     | Guarantors |         |  | Eliminations |           |         | Total |  
|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |  
|                                     |                                            | (In thousands)            |  
|ASSETS                              
|Current Assets                       |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |   |            |   |  |   |          
|                                     | Cash and cash equivalents                  |                           | $ | 9,236     |            |  | $   | 3,279      |         |  | $            | 66,702    |         |       | $ |           |   |  | $ | 79,217    |          
|                                     | Receivables, net of allowances             |                           |   | 194,538   |            |  |     | 25,750     |         |  |              | 397,664   |         |       |   |           |   |  |   | 617,952   |          
|                                     | Inventories                                |                           |   | 65,340    |            |  |     | 163,799    |         |  |              | 279,752   |         |       |   |           |   |  |   | 508,891   |          
|                                     | Prepaid expenses                           |                           |   | 7,239     |            |  |     | 11,861     |         |  |              | 44,642    |         |       |   |           |   |  |   | 63,742    |          
|                                     | Deferred income tax assets                 |                           |   | 24,391    |            |  |     | 13,427     |         |  |              | 5,733     |         |       |   |           |   |  |   | 43,551    |          
|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |  
|                                     |                                            | Total current assets      |   |           | 300,744    |  |     |            | 218,116 |  |              |           | 794,493 |       |   |            |  |  |   |           | 1,313,353 | 
|                                     | Investments                                |                           |   | 2,406,115 |            |  |     | 1,926,079  |         |  |              | 92,928    |         |       |   | (4,330,641 | ) |  |   | 94,481    |          
|                                     | Property, plant and equipment, net         |                           |   | 303,129   |            |  |     | 366,142    |         |  |              | 847,084   |         |       |   |           |   |  |   | 1,516,355 |          
|                                     | Goodwill                                   |                           |   | 18,219    |            |  |     | 143,794    |         |  |              | 374,852   |         |       |   |           |   |  |   | 536,865   |          
|                                     | Intangible assets, net                     |                           |   | 713,613   |            |  |     | 14,534     |         |  |              | 10,344    |         |       |   |           |   |  |   | 738,491   |          
|                                     | Other assets, net                          |                           |   | 49,705    |            |  |     | 8,836      |         |  |              | 73,531    |         |       |   |           |   |  |   | 132,072   |          
|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |  
|                                     | Total assets                               |                           | $ | 3,791,525 |            |  | $   | 2,677,501  |         |  | $            | 2,193,232 |         |       | $ | (4,330,641 | ) |  | $ | 4,331,617 |          
|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |  
|                                    
|LIABILITIES AND SHAREHOLDERS EQUITY
|Current Liabilities                  |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |   |            |   |  |   |          
|                                     | Accounts payable                           |                           | $ | 6,370     |            |  | $   | 103,613    |         |  | $            | 290,129   |         |       | $ |           |   |  | $ | 400,112   |          
|                                     | Accrued liabilities                        |                           |   | 113,035   |            |  |     | 182,202    |         |  |              | 152,633   |         |       |   |           |   |  |   | 447,870   |          
|                                     | Current portion of long-term debt          |                           |   | (335      | )          |  |     | 701        |         |  |              | 30,912    |         |       |   |           |   |  |   | 31,278    |          
|                                     | Notes payable                              |                           |   |          |            |  |     | 624        |         |  |              |          |         |       |   |           |   |  |   | 624       |          
|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |  
|                                     |                                            | Total current liabilities |   |           | 119,070    |  |     |            | 287,140 |  |              |           | 473,674 |       |   |            |  |  |   |           | 879,884   | 
|                                     | Intercompany payables (receivables)        |                           |   | 682,783   |            |  |     | (92,030    | )       |  |              | (590,753  | )       |       |   |           |   |  |   |          |          
|                                     | Long-term debt                             |                           |   | 1,598,674 |            |  |     | 1,565      |         |  |              | 236,781   |         |       |   |           |   |  |   | 1,837,020 |          
|                                     | Deferred income tax liabilities            |                           |   | 314,121   |            |  |     | 35,848     |         |  |              | 46,653    |         |       |   |           |   |  |   | 396,622   |          
|                                     | Other long-term liabilities                |                           |   | 399,004   |            |  |     | 38,581     |         |  |              | 82,409    |         |       |   |           |   |  |   | 519,994   |          
|                                     | Minority interests                         |                           |   |          |            |  |     | 7,600      |         |  |              | 12,624    |         |       |   |           |   |  |   | 20,224    |          
|                                     | Total shareholders equity                 |                           |   | 677,873   |            |  |     | 2,398,797  |         |  |              | 1,931,844 |         |       |   | (4,330,641 | ) |  |   | 677,873   |          
|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |  
|                                     | Total liabilities and shareholders equity |                           | $ | 3,791,525 |            |  | $   | 2,677,501  |         |  | $            | 2,193,232 |         |       | $ | (4,330,641 | ) |  | $ | 4,331,617 |          
|                                     |                                            |                           |   |           |            |  |     |            |         |  |              |           |         |       |  

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


CONDENSED CONSOLIDATING BALANCE SHEET 
(Continued)


SUCCESSOR


As of January 3, 2004


|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |   |            |            |   |   |           |           | 
|------------------------------------ | ----------------------------------- | ------------------------------------------ | - | --------- | ---------- |  | --- | ---------- | --------- |  | ------------ | --------- | --------- | ----- | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                     |                                     | Dole Food                                  |   |           |            |  | Non |            |           |  |              |          
|                                     |                                     | Company, Inc.                              |   |           | Guarantors |  |     | Guarantors |           |  | Eliminations |           |           | Total |  
|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |  
|                                     |                                     | (In thousands)                             |  
|ASSETS                              
|Current Assets                       |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |   |            |            |   |   |          
|                                     | Cash and cash equivalents           |                                            | $ | 7,424     |            |  | $   | (20,498    | )         |  | $            | 46,556    |           |       | $ |           |            |   | $ | 33,482    |          
|                                     | Receivables, net of allowances      |                                            |   | 124,773   |            |  |     | 80,178     |           |  |              | 355,298   |           |       |   |           |            |   |   | 560,249   |          
|                                     | Inventories                         |                                            |   | 66,567    |            |  |     | 77,716     |           |  |              | 265,522   |           |       |   |           |            |   |   | 409,805   |          
|                                     | Prepaid expenses                    |                                            |   | 9,485     |            |  |     | 12,009     |           |  |              | 33,068    |           |       |   |           |            |   |   | 54,562    |          
|                                     | Deferred income tax assets          |                                            |   | 23,677    |            |  |     | 24,265     |           |  |              | 133       |           |       |   |           |            |   |   | 48,075    |          
|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |  
|                                     |                                     | Total current assets                       |   |           | 231,926    |  |     |            | 173,670   |  |              |           | 700,577   |       |   |            |           |   |   |           | 1,106,173 | 
|                                     | Investments                         |                                            |   | 1,997,222 |            |  |     | 1,734,747  |           |  |              | 80,891    |           |       |   | (3,729,801 | )          |   |   | 83,059    |          
|                                     | Property, plant and equipment, net  |                                            |   | 298,332   |            |  |     | 311,327    |           |  |              | 860,220   |           |       |   |           |            |   |   | 1,469,879 |          
|                                     | Goodwill                            |                                            |   | 18,186    |            |  |     | 89,817     |           |  |              | 340,748   |           |       |   |           |            |   |   | 448,751   |          
|                                     | Intangible assets, net              |                                            |   | 716,478   |            |  |     | 2,484      |           |  |              | 20,897    |           |       |   |           |            |   |   | 739,859   |          
|                                     | Other assets, net                   |                                            |   | 50,104    |            |  |     | 8,685      |           |  |              | 81,374    |           |       |   |           |            |   |   | 140,163   |          
|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |  
|                                     | Total assets                        |                                            | $ | 3,312,248 |            |  | $   | 2,320,730  |           |  | $            | 2,084,707 |           |       | $ | (3,729,801 | )          |   | $ | 3,987,884 |          
|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |  
|                                    
|LIABILITIES AND SHAREHOLDERS EQUITY
|Current Liabilities                  |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |   |            |            |   |   |          
|                                     | Accounts payable                    |                                            | $ | 3,876     |            |  | $   | 58,288     |           |  | $            | 203,533   |           |       | $ |           |            |   | $ | 265,697   |          
|                                     | Accrued liabilities                 |                                            |   | 125,375   |            |  |     | 212,803    |           |  |              | 175,367   |           |       |   |           |            |   |   | 513,545   |          
|                                     | Current portion of long-term debt   |                                            |   | (335      | )          |  |     | 638        |           |  |              | 45,324    |           |       |   |           |            |   |   | 45,627    |          
|                                     | Notes payable                       |                                            |   |          |            |  |     | 888        |           |  |              | 1,060     |           |       |   |           |            |   |   | 1,948     |          
|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |  
|                                     |                                     | Total current liabilities                  |   |           | 128,916    |  |     |            | 272,617   |  |              |           | 425,284   |       |   |            |           |   |   |           | 826,817   | 
|                                     | Intercompany payables (receivables) |                                            |   | 605,902   |            |  |     | (36,122    | )         |  |              | (569,780  | )         |       |   |           |            |   |   |          |          
|                                     | Long-term debt                      |                                            |   | 1,448,338 |            |  |     | 1,494      |           |  |              | 353,693   |           |       |   |           |            |   |   | 1,803,525 |          
|                                     | Deferred income tax liabilities     |                                            |   | 331,335   |            |  |     | 53,250     |           |  |              | 35,585    |           |       |   |           |            |   |   | 420,170   |          
|                                     | Other long-term liabilities         |                                            |   | 341,329   |            |  |     | 33,538     |           |  |              | 79,318    |           |       |   |           |            |   |   | 454,185   |          
|                                     | Minority interests                  |                                            |   |          |            |  |     | 4,494      |           |  |              | 22,265    |           |       |   |           |            |   |   | 26,759    |          
|                                     | Total shareholders equity          |                                            |   | 456,428   |            |  |     | 1,991,459  |           |  |              | 1,738,342 |           |       |   | (3,729,801 | )          |   |   | 456,428   |          
|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |  
|                                     |                                     | Total liabilities and shareholders equity |   | $         | 3,312,248  |  |     | $          | 2,320,730 |  |              | $         | 2,084,707 |       |   | $          | (3,729,801 | ) |   | $         | 3,987,884 | 
|                                     |                                     |                                            |   |           |            |  |     |            |           |  |              |           |           |       |  

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


SUCCESSOR


For the Year Ended January 1, 2005


|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |          |          |  
|-------------------- | -------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | - | -------- | ---------- | - | --- | ---------- | ------- | - | ------------ | -------- | -------- | - | - | - | - |  | - | -------- | -------- | -
|                     |                                                                                                    | Dole Food                                            |   |          |            |   | Non |            |         |   |              |         
|                     |                                                                                                    | Company, Inc.                                        |   |          | Guarantors |   |     | Guarantors |         |   | Eliminations |          | Total    |  
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |  
|                     |                                                                                                    | (In thousands)                                       |  
|OPERATING ACTIVITIES |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |         
|                     |                                                                                                    | Cash flow provided by (used in) operating activities |   | $        | (54,868    | ) |     | $          | 37,027  |   |              | $        | 235,233  |   |   | $ |  |  |   | $        | 217,392  |  
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|INVESTING ACTIVITIES |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |         
|                     | Proceeds from sales of assets                                                                      |                                                      |   | 3,854    |            |   |     | 379        |         |   |              | 7,202    |          |   |   |  |   |  |   | 11,435   |         
|                     | Investments and acquisitions                                                                       |                                                      |   | (169,629 | )          |   |     | (16,906    | )       |   |              | (3,156   | )        |   |   |  |   |  |   | (189,691 | )       
|                     | Capital additions                                                                                  |                                                      |   | (5,940   | )          |   |     | (19,677    | )       |   |              | (76,050  | )        |   |   |  |   |  |   | (101,667 | )       
|                     | Repurchase of common stock and settlement of stock options in
    going-private merger transaction |                                                      |   | (1,300   | )          |   |     |           |         |   |              |         |          |   |   |  |   |  |   | (1,300   | )       
|                     | Transaction costs paid in going-private merger transaction                                         |                                                      |   | (361     | )          |   |     |           |         |   |              |         |          |   |   |  |   |  |   | (361     | )       
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     |                                                                                                    | Cash flow provided by (used in) investing activities |   |          | (173,376   | ) |     |            | (36,204 | ) |              |          | (72,004  | ) |   |   |  |  |   |          | (281,584 | )
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|FINANCING ACTIVITIES |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |         
|                     | Short-term debt borrowings                                                                         |                                                      |   | 56       |            |   |     | 24,617     |         |   |              | 32,528   |          |   |   |  |   |  |   | 57,201   |         
|                     | Short-term debt repayments                                                                         |                                                      |   |         |            |   |     | (1,631     | )       |   |              | (33,630  | )        |   |   |  |   |  |   | (35,261  | )       
|                     | Long-term debt borrowings, net of debt issuance costs                                              |                                                      |   | 585,150  |            |   |     | 837        |         |   |              | 20,083   |          |   |   |  |   |  |   | 606,070  |         
|                     | Long-term debt repayments                                                                          |                                                      |   | (435,150 | )          |   |     | (851       | )       |   |              | (158,837 | )        |   |   |  |   |  |   | (594,838 | )       
|                     | Dividends paid to minority shareholders                                                            |                                                      |   |         |            |   |     | (18        | )       |   |              | (5,583   | )        |   |   |  |   |  |   | (5,601   | )       
|                     | Dividends paid                                                                                     |                                                      |   | (20,000  | )          |   |     |           |         |   |              |         |          |   |   |  |   |  |   | (20,000  | )       
|                     | Capital contribution by DHM Holding Company, Inc.                                                  |                                                      |   | 100,000  |            |   |     |           |         |   |              |         |          |   |   |  |   |  |   | 100,000  |         
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     |                                                                                                    | Cash flow provided by (used in) financing activities |   |          | 230,056    |   |     |            | 22,954  |   |              |          | (145,439 | ) |   |   |  |  |   |          | 107,571  |  
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     | Effect of foreign exchange rate changes on cash                                                    |                                                      |   |         |            |   |     |           |         |   |              | 2,356    |          |   |   |  |   |  |   | 2,356    |         
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     | Increase (decrease) in cash and cash equivalents                                                   |                                                      |   | 1,812    |            |   |     | 23,777     |         |   |              | 20,146   |          |   |   |  |   |  |   | 45,735   |         
|                     | Cash and cash equivalents at beginning of period                                                   |                                                      |   | 7,424    |            |   |     | (20,498    | )       |   |              | 46,556   |          |   |   |  |   |  |   | 33,482   |         
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     | Cash and cash equivalents at end of period                                                         |                                                      | $ | 9,236    |            |   | $   | 3,279      |         |   | $            | 66,702   |          |   | $ |  |   |  | $ | 79,217   |         
|                     |                                                                                                    |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 
(Continued)


SUCCESSOR


For the Three Quarters Ended January 3, 2004


|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |            |            |  
|-------------------- | -------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | - | --------- | ---------- | - | --- | ---------- | ------- | - | ------------ | -------- | -------- | - | - | - | - |  | - | ---------- | ---------- | -
|                     |                                                                                                    | Dole Food                                            |   |           |            |   | Non |            |         |   |              |         
|                     |                                                                                                    | Company, Inc.                                        |   |           | Guarantors |   |     | Guarantors |         |   | Eliminations |          | Total    |  
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |  
|                     |                                                                                                    | (In thousands)                                       |  
|OPERATING ACTIVITIES |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |           
|                     |                                                                                                    | Cash flow provided by (used in) operating activities |   | $         | 32,919     |   |     | $          | (3,675  | ) |              | $        | 307,867  |   |   | $ |  |  |   | $          | 337,111    |  
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  
|INVESTING ACTIVITIES |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |           
|                     | Proceeds from sales of assets                                                                      |                                                      |   | 43,425    |            |   |     | 3,186      |         |   |              | 4,776    |          |   |   |  |   |  |   | 51,387     |           
|                     | Proceeds from sales of businesses, net of cash disposed                                            |                                                      |   |          |            |   |     |           |         |   |              | 7,837    |          |   |   |  |   |  |   | 7,837      |           
|                     | Investments and acquisitions                                                                       |                                                      |   | (1,032    | )          |   |     | (1,293     | )       |   |              | (10,182  | )        |   |   |  |   |  |   | (12,507    | )         
|                     | Capital additions                                                                                  |                                                      |   | (4,404    | )          |   |     | (18,043    | )       |   |              | (79,524  | )        |   |   |  |   |  |   | (101,971   | )         
|                     | Repurchase of common stock and settlement of stock options in
    going-private merger transaction |                                                      |   | (943,070  | )          |   |     |           |         |   |              | (525,000 | )        |   |   |  |   |  |   | (1,468,070 | )         
|                     | Transaction costs paid in going-private merger transaction                                         |                                                      |   | (69,597   | )          |   |     |           |         |   |              |         |          |   |   |  |   |  |   | (69,597    | )         
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  
|                     |                                                                                                    | Cash flow provided by (used in) investing activities |   |           | (974,678   | ) |     |            | (16,150 | ) |              |          | (602,093 | ) |   |   |  |  |   |            | (1,592,921 | )
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  
|FINANCING ACTIVITIES |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |           
|                     | Short-term debt borrowings                                                                         |                                                      |   |          |            |   |     | 1,028      |         |   |              |         |          |   |   |  |   |  |   | 1,028      |           
|                     | Short-term debt repayments                                                                         |                                                      |   |          |            |   |     | (875       | )       |   |              | (11,336  | )        |   |   |  |   |  |   | (12,211    | )         
|                     | Long-term debt borrowings, net of debt issuance costs                                              |                                                      |   | 1,207,275 |            |   |     | 1,266      |         |   |              | 921,747  |          |   |   |  |   |  |   | 2,130,288  |           
|                     | Long-term debt repayments                                                                          |                                                      |   | (914,683  | )          |   |     | (700       | )       |   |              | (680,035 | )        |   |   |  |   |  |   | (1,595,418 | )         
|                     | Dividends paid to minority shareholders                                                            |                                                      |   |          |            |   |     | (755       | )       |   |              | (4,796   | )        |   |   |  |   |  |   | (5,551     | )         
|                     | Capital contribution by DHM Holding Company, Inc.                                                  |                                                      |   | 125,000   |            |   |     |           |         |   |              |         |          |   |   |  |   |  |   | 125,000    |           
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  
|                     |                                                                                                    | Cash flow provided by (used in) financing activities |   |           | 417,592    |   |     |            | (36     | ) |              |          | 225,580  |   |   |   |  |  |   |            | 643,136    |  
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  
|                     | Effect of foreign exchange rate changes on cash                                                    |                                                      |   |          |            |   |     |           |         |   |              | 5,156    |          |   |   |  |   |  |   | 5,156      |           
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  
|                     | Increase (decrease) in cash and cash equivalents                                                   |                                                      |   | (524,167  | )          |   |     | (19,861    | )       |   |              | (63,490  | )        |   |   |  |   |  |   | (607,518   | )         
|                     | Cash and cash equivalents at beginning of period                                                   |                                                      |   | 531,591   |            |   |     | (637       | )       |   |              | 110,046  |          |   |   |  |   |  |   | 641,000    |           
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  
|                     | Cash and cash equivalents at end of period                                                         |                                                      | $ | 7,424     |            |   | $   | (20,498    | )       |   | $            | 46,556   |          |   | $ |  |   |  | $ | 33,482     |           
|                     |                                                                                                    |                                                      |   |           |            |   |     |            |         |   |              |          |          |   |  

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 
(Continued)


PREDECESSOR


For the Quarter Ended March 22, 2003


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

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
STATEMENTS  (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 
(Continued)


PREDECESSOR


For the Year Ended December 28, 2002


|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |          |          |  
|-------------------- | ------------------------------------------------------- | ---------------------------------------------------- | - | -------- | ---------- | - | --- | ---------- | ------- | - | ------------ | -------- | -------- | - | - | - | - |  | - | -------- | -------- | -
|                     |                                                         | Dole Food                                            |   |          |            |   | Non |            |         |   |              |         
|                     |                                                         | Company, Inc.                                        |   |          | Guarantors |   |     | Guarantors |         |   | Eliminations |          | Total    |  
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |  
|                     |                                                         | (In thousands)                                       |  
|OPERATING ACTIVITIES |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |         
|                     |                                                         | Cash flow provided by (used in) operating activities |   | $        | 43,427     |   |     | $          | 24,703  |   |              | $        | 159,038  |   |   | $ |  |  |   | $        | 227,168  |  
|INVESTING ACTIVITIES |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |         
|                     | Proceeds from sales of assets                           |                                                      |   | 1,546    |            |   |     | 23,197     |         |   |              | 11,102   |          |   |   |  |   |  |   | 35,845   |         
|                     | Proceeds from sales of businesses, net of cash disposed |                                                      |   |         |            |   |     |           |         |   |              | 23,724   |          |   |   |  |   |  |   | 23,724   |         
|                     | Capital additions                                       |                                                      |   | (4,572   | )          |   |     | (45,670    | )       |   |              | (183,431 | )        |   |   |  |   |  |   | (233,673 | )       
|                     | Investments and acquisitions                            |                                                      |   |         |            |   |     |           |         |   |              | 3,728    |          |   |   |  |   |  |   | 3,728    |         
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     |                                                         | Cash flow provided by (used in) investing activities |   |          | (3,026     | ) |     |            | (22,473 | ) |              |          | (144,877 | ) |   |   |  |  |   |          | (170,376 | )
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|FINANCING ACTIVITIES |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |   |   |   |  |   |         
|                     | Short-term debt borrowings                              |                                                      |   | 2,123    |            |   |     | 1,746      |         |   |              | 19,236   |          |   |   |  |   |  |   | 23,105   |         
|                     | Short-term debt repayments                              |                                                      |   |         |            |   |     | (1,584     | )       |   |              | (31,056  | )        |   |   |  |   |  |   | (32,640  | )       
|                     | Long-term debt borrowings                               |                                                      |   | 397,988  |            |   |     | 764        |         |   |              | 2,627    |          |   |   |  |   |  |   | 401,379  |         
|                     | Long-term debt repayments                               |                                                      |   | (110,244 | )          |   |     | (929       | )       |   |              | (18,240  | )        |   |   |  |   |  |   | (129,413 | )       
|                     | Dividends paid                                          |                                                      |   | (33,636  | )          |   |     |           |         |   |              |         |          |   |   |  |   |  |   | (33,636  | )       
|                     | Dividends paid to minority shareholders                 |                                                      |   |         |            |   |     | (428       | )       |   |              | (8,951   | )        |   |   |  |   |  |   | (9,379   | )       
|                     | Proceeds from issuance of common stock                  |                                                      |   | 5,192    |            |   |     |           |         |   |              |         |          |   |   |  |   |  |   | 5,192    |         
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     |                                                         | Cash flow provided by (used in) financing activities |   |          | 261,423    |   |     |            | (431    | ) |              |          | (36,384  | ) |   |   |  |  |   |          | 224,608  |  
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     | Effect of foreign exchange rate changes on cash         |                                                      |   |         |            |   |     |           |         |   |              | 4,241    |          |   |   |  |   |  |   | 4,241    |         
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     | Increase (decrease) in cash and cash equivalents        |                                                      |   | 301,824  |            |   |     | 1,799      |         |   |              | (17,982  | )        |   |   |  |   |  |   | 285,641  |         
|                     | Cash and cash equivalents at beginning of period        |                                                      |   | 93,282   |            |   |     | (4,656     | )       |   |              | 272,700  |          |   |   |  |   |  |   | 361,326  |         
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  
|                     | Cash and cash equivalents at end of period              |                                                      | $ | 395,106  |            |   | $   | (2,857     | )       |   | $            | 254,718  |          |   | $ |  |   |  | $ | 646,967  |         
|                     |                                                         |                                                      |   |          |            |   |     |            |         |   |              |          |          |   |  

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|    |                   
|--- | ------------------
|II. | Supplementary Data




Quarterly Financial Information (Unaudited)




|              |  |                |           |  |               |   |           |                 |  |   |                 |  |  |   |           | 
|------------- |  | -------------- | --------- |  | ------------- | - | --------- | --------------- |  | - | --------------- |  |  | - | --------- | 
|              |  | Quarter Ended  |          
|              |  |                |          
|              |  | March 27, 2004 |           |  | June 19, 2004 |   |           | October 9, 2004 |  |   | January 1, 2005 | 
|2004          |  | Successor      |           |  | Successor     |   |           | Successor       |  |   | Successor       | 
|              |  |                |           |  |               |   |           |                 |  |   |                 | 
|Revenues, net |  | $              | 1,254,584 |  |               | $ | 1,315,959 |                 |  | $ | 1,521,504       |  |  | $ | 1,224,155 | 
|Gross margin  |  |                | 202,906   |  |               |   | 217,084   |                 |  |   | 169,578         |  |  |   | 145,485   | 
|Net income    |  |                | 60,834    |  |               |   | 67,943    |                 |  |   | 4,933           |  |  |   | 708       | 

|                  |  |                |           |  |               |   |           |                 |  |   |                 |  |  |   |           |  
|----------------- |  | -------------- | --------- |  | ------------- | - | --------- | --------------- |  | - | --------------- |  |  | - | --------- | -
|                  |  | Quarter Ended  |          
|                  |  |                |          
|                  |  | March 22, 2003 |           |  | June 14, 2003 |   |           | October 4, 2003 |  |   | January 3, 2004 | 
|2003              |  | Predecessor    |           |  | Successor     |   |           | Successor       |  |   | Successor       | 
|                  |  |                |           |  |               |   |           |                 |  |   |                 | 
|Revenues, net     |  | $              | 1,073,170 |  |               | $ | 1,216,822 |                 |  | $ | 1,357,861       |  |  | $ | 1,125,288 |  
|Gross margin      |  |                | 178,131   |  |               |   | 168,062   |                 |  |   | 181,562         |  |  |   | 131,492   |  
|Net income (loss) |  |                | 60,788    |  |               |   | 17,901    |                 |  |   | 7,530           |  |  |   | (2,314    | )



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|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure








|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures






Item 9B. Other Information







PART III







|         |                                                   
|-------- | --------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant



David H. Murdock, Chairman of the Board and Chief Executive
Officer.


C. Michael Carter, Executive Vice President, General
Counsel and Corporate Secretary, and Director.


Andrew J. Conrad, Ph.D., Director.


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Richard J. Dahl, President, Chief Operating Officer and
Director.


David A. DeLorenzo, Director.


Richard M. Ferry, Director.


Scott A. Griswold, Executive Vice President, Corporate
Development, and Director.


Justin M. Murdock, Director.


Edward C. Roohan, Director.


Joseph S. Tesoriero, Vice President and Chief Financial
Officer.


Roberta Wieman, Executive Vice President, Chief of Staff, and
Director.


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|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

REMUNERATION OF DIRECTORS






| |   |                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An annual retainer fee of $38,000, payable in equal quarterly
    installments.                                                                                                                                               
|
| |  | A fee of $2,000 for each meeting of the Board of Directors
    attended, and a fee of $1,000 for each telephonic meeting of the
    Board of Directors in which the director participates.                                    
|
| |  | A fee of $1,000 for each committee meeting attended, a fee of
    $1,000 for each telephonic committee meeting in which the
    director participates and a fee of $4,000 per year for
    service as chairman of a committee.





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COMPENSATION OF EXECUTIVE OFFICERS




Summary Compensation Table


|                        |                           |      |      |      |              |   |         |                |  |            |             |           |  |            |   |        |            |  |   |          |      |   |           |           |  |   |           |           | 
|----------------------- | ------------------------- | ---- | ---- | ---- | ------------ | - | ------- | -------------- |  | ---------- | ----------- | --------- |  | ---------- | - | ------ | ---------- |  | - | -------- | ---- | - | --------- | --------- |  | - | --------- | --------- | 
|                        |                           |      |      |      |              |   |         |                |  | Awards     |            
|                        |                           |      |      |      |              |   |         |                |  |            |            
|                        |                           |      |      |      |              |   |         |                |  | Securities |             |           | 
|Name and                |                           |      |      |      |              |   |         | Other Annual   |  |            | Underlying  |           |  | LTIP       |   |        | All Other  | 
|Principal Position      |                           | Year |      |      | Salary($)(1) |   |         | Bonus($)(2)(3) |  |            | Comp.($)(4) |           |  | Options(#) |   |        | Payouts(5) |  |   | Comp.(6) |     
|                        |                           |      |      |      |              |   |         |                |  |            |             |           |  |            |   |        |            |  |   |          |     
|David H. Murdock(7)     |                           |      | 2004 |      |              | $ | 950,000 |                |  | $          | 1,087,750   |           |  | $          | 0 |        |            |  | 0 |          |      | $ | 1,585,775 |           |  | $ | 1,608,491 |          
|                        | Chairman & CEO            |      |      | 2003 |              |   | $       | 968,269        |  |            | $           | 1,368,000 |  |            | $ | 0      |            |  |   | 0        |      |   | $         | 2,051,854 |  |   | $         | 3,283,712 | 
|                        | Dole Food Company, Inc.   |      |      | 2002 |              |   | $       | 849,423        |  |            | $           | 1,275,000 |  |            | $ | 0      |            |  |   | 125,000  |      |   | $         | 466,079   |  |   | $         | 87,471    | 
|Richard J. Dahl(8)      |                           |      | 2004 |      |              | $ | 605,769 |                |  | $          | 858,750     |           |  | $          | 0 |        |            |  | 0 |          |      | $ | 42,958    |           |  | $ | 369,907   |          
|                        | President & COO           |      |      | 2003 |              |   | $       | 509,615        |  |            | $           | 468,000   |  |            | $ | 0      |            |  |   | 0        |      |   | $         | 42,958    |  |   | $         | 596,599   | 
|                        | Dole Food Company, Inc.   |      |      | 2002 |              |   | $       | 255,769        |  |            | $           | 187,500   |  |            | $ | 0      |            |  |   | 50,000   |      |   | $         | 0         |  |   | $         | 28,135    | 
|C. Michael Carter(9)    |                           |      | 2004 |      |              | $ | 514,807 |                |  | $          | 398,174     |           |  | $          | 0 |        |            |  | 0 |          |      | $ | 310,549   |           |  | $ | 631,149   |          
|                        | Executive Vice President, |      |      | 2003 |              |   | $       | 509,615        |  |            | $           | 468,000   |  |            | $ | 0      |            |  |   | 0        |      |   | $         | 310,549   |  |   | $         | 2,078,280 | 
|                        | General Counsel &         |      |      | 2002 |              |   | $       | 430,885        |  |            | $           | 337,500   |  |            | $ | 0      |            |  |   | 25,000   |      |   | $         | 0         |  |   | $         | 78,747    | 
|                        | Corporate Secretary       |      |      |      |              |   |         |                |  |            |             |           |  |            |   |        |            |  |   |          |      |   |           |           |  |   |           |           | 
|                        | Dole Food Company, Inc.   |      |      |      |              |   |         |                |  |            |             |           |  |            |   |        |            |  |   |          |      |   |           |           |  |   |           |           | 
|Joseph S. Tesoriero(10) |                           |      | 2004 |      |              | $ | 330,577 |                |  | $          | 214,688     |           |  | $          | 0 |        |            |  | 0 |          |      | $ | 8,928     |           |  | $ | 92,125    |          
|                        | Vice President & CFO      |      |      | 2003 |              |   | $       | 285,269        |  |            | $           | 156,600   |  |            | $ | 0      |            |  |   | 0        |      |   | $         | 8,928     |  |   | $         | 110,668   | 
|                        | Dole Food Company, Inc.   |      |      | 2002 |              |   | $       | 65,000         |  |            | $           | 30,000    |  |            | $ | 50,000 | (11)       |  |   | 5,000    | (11) |   | $         | 0         |  |   | $         | 0         | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | 2003 salaries reflect that Doles 2003 fiscal year
    contained 53 weeks. Doles 2004 and 2002 fiscal years
    contained 52 weeks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) | Bonus amounts shown reflect cash payments made in 2005 with
    respect to performance for 2004 under Doles Management
    One-Year Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(3) | The 2003 executive incentive plan was structured to provide two
    payments: an initial payout of 65% or 75% of the total bonus
    award, which was paid in January 2004 for 2003 performance; and
    a deferred payout of 25% or 35% of the total award to foster
    executive retention, payable in January 2006. The amounts in the
    table reflect the initial payouts for Mr. Carter,
    Mr. Dahl and Mr. Tesoriero. The amount for
    Mr. Murdock reflects a 100% payout of his total bonus
    award, since he is the beneficial owner of all of Doles
    common stock. To be eligible to receive the deferred payout, the
    executives employment with Dole must continue through the
    January 2006 payment date, except where such employment
    terminates due to the executives retirement or to the
    involuntary termination of the executives employment by
    Dole for other than cause.                                                                                                                                                                   
|   
|(4) | Does not include perquisites that total the lesser of $50,000 or
    10% of the reported annual salary and bonus for any year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(5) | These amounts represent sums earned and payable under the terms
    of Doles 1998 Combined Annual and Long-Term Incentive Plan
    for Executive Officers (the 1998 Plan) through
    fiscal 2003. Awards for the cycle ending in 2002 were paid in
    cash and are included in the column LTIP Payouts in
    this table. As a result of the going-private merger transaction,
    the 1998 Plan was terminated on March 28, 2003 and the cash
    awards payable for the long-term incentive cycles remaining
    under the 1998 Plan were determined as of that date and approved
    for payment in three equal installments: the first installment
    was paid in April 2003; the second installment was paid in
    January 2004; and the third installment was paid in January
    2005. Participants under the 1998 Plan were not entitled to
    receive the installment payment if they were not a Dole employee
    on the day before the completion of the going-private merger
    transaction (March 28, 2003) and on the applicable payment
    dates as a result of their

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | prior termination by Dole for cause or their prior voluntary
    resignation. The amounts of the first two installments are
    included in the column LTIP Payouts in this table.
    The amount of the third installment is included in the column
    All Other Compensation in this table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(6) | The amounts shown in this column include the following:
    (1) Doles contributions (in the form of Company
    (i) match paid during the year and (ii) profit sharing
    earned during the year) to the 401(k) and Excess Savings Plans
    of Dole Food Company, Inc. (see Pension Plans) on
    behalf of Mr. Murdock $22,716, Mr. Carter $68,600,
    Mr. Dahl $74,949 and Mr. Tesoriero $30,997;
    (2) the third installment under the 1998 Plan (as described
    in Note 5) paid in January 2005 for Mr. Murdock
    $1,585,775, Mr. Carter $310,549, Mr. Dahl $42,958 and
    Mr. Tesoriero $8,928; and (3) the deferred payout
    under the 2003 executive incentive plan payable in January 2006
    (as described in Note 3) for Mr. Murdock $0,
    Mr. Carter $252,000, Mr. Dahl $252,000 and
    Mr. Tesoriero $52,200.
|   
|(7) | Mr. Murdock also holds positions with certain business
    entities he owns that are not controlled directly or indirectly
    by Dole, which other entities pay compensation and may provide
    fringe benefits to Mr. Murdock for his services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(8) | Mr. Dahl became President and Chief Operating Officer in
    July 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(9) | Mr. Carter became Executive Vice President, General
    Counsel & Corporate Secretary in July 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



|     |                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Mr. Tesoriero became Vice President & Chief
    Financial Officer in July 2004.                                                                
|    
|(11) | Mr. Tesoriero received a signing bonus of $50,000 and an
    option grant of 5,000 shares granted at fair market value
    on his date of hire.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS




Change of Control Agreements






| |                                                                        
| | -----------------------------------------------------------------------
| | Benefits Following Change of Control and Termination of
    Employment:



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| |                                                                         
| | ------------------------------------------------------------------------
| | Amount of Severance Pay and Benefits Following Qualified
    Termination



Category 1




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amount in cash equal to three times the Employees
    annual base salary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | An amount in cash equal to three times the Employees
    target bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | An amount in cash equal to three times $10,000, in lieu of any
    other health and welfare benefits (including medical, life,
    disability, accident and other insurance, car allowance or other
    health and welfare plans, programs, policies or practices or
    understandings) and other taxable perquisites and fringe
    benefits to which the Employee or the Employees family may
    have been entitled.                                                                                                                                                                                                                                                                                                   
|
| |  | An amount in cash equal to the pro rata portion of the greater
    of (i) the Employees target benefits under
    Doles Long Term Incentive Plan (the LTIP) and
    (ii) the Employees actual benefits under the LTIP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | If, at the time of Qualified Termination, the Employee would
    have been eligible for a benefit under either (i) the Dole
    Food Company Supplementary Executive Retirement Plan
    (SERP) or (ii) a Defined Benefit Plan (as
    defined in the SERP) were it not for the requirement of at least
    five (5) years of service with Dole, an amount in cash will
    be payable to the Employee equal to the actuarial equivalent of
    such retirement benefit. If for any reason, a benefit is payable
    under the Defined Benefit Plan, the payments made to the
    Employee under this clause shall be reduced by the actuarial
    equivalent of such benefits payable under the Defined Benefit
    Plan.
|
| |  | An amount in cash equal to the aggregate amount of the Accrued
    Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | An amount in cash equal to the pro rata portion of the
    Employees target bonus for the fiscal year in which the
    date of termination occurs; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amount in cash equal to any reimbursement for outstanding
    reimbursable expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | If it is determined that any payment or distribution by Dole to
    the Employee or for the Employees benefit (whether paid or
    payable or distributed or distributable under the Change of
    Control Agreement or otherwise, but determined without regard to
    any additional payments required under this clause (a
    Payment) would be subject to the excise tax imposed
    by Section 4999 of the United States Internal Revenue Code
    or any interest or penalties are incurred by the Employee with
    respect to such excise tax (such excise tax, together with any
    such interest and penalties, are collectively the Excise
    Tax), then the Employee will be entitled to receive from
    Dole an additional payment (a Gross-Up Payment). The
    Gross-Up Payment will equal an amount such that after payment by
    the Employee of all taxes (including any interest or penalties
    imposed with respect to such taxes), the Employee will retain an
    amount of the Gross-Up Payment equal to the Excise Tax imposed
    upon the Payments.

Category 2




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amount in cash equal to two times the Employees annual
    base salary;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | An amount in cash equal to two times the Employees target
    bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | An amount in cash equal to two times $10,000, in lieu of any
    other health and welfare benefits (including medical, life,
    disability, accident and other insurance or other health and
    welfare plans, programs, policies or practices or
    understandings) and other taxable perquisites and fringe
    benefits to which the Employee or the Employees family may
    have been entitled.                                                                                                              
|
| |  | An amount in cash equal to the pro rata portion of the greater
    of (i) the Employees target benefits under the LTIP
    and (ii) the Employees actual benefits under the LTIP;                                                                                                                                                                                                                                                                                                                                   
|
| |  | An amount in cash equal to the aggregate amount of the Accrued
    Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | An amount in cash equal to the pro rata portion of the
    Employees target bonus for the fiscal year in which the
    date of termination occurs; and                                                                                                                                                                                                                                                                                                                                                               
|
| |  | An amount in cash equal to any reimbursement for outstanding
    reimbursable expenses.                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | If any payments or benefits under the Change of Control
    Agreement, after taking into account all other payments or
    benefits to which the Employee is entitled from Dole, or any
    affiliate thereof, are more likely than not to result in a loss
    of a deduction to Dole by reason of Section 280G of the
    United States Internal Revenue Code or any successor provision
    to that section, such payments and benefits will be reduced to
    the extent required to avoid such loss of deduction.

Category 3




| |   |                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amount in cash equal to two times the Employees annual
    base salary;                                                                                                                                                                                                                                                                                                                             
|
| |  | An amount in cash equal to two times the Employees target
    bonus;                                                                                                                                                                                                                                                                                                                                   
|
| |  | An amount in cash equal to two times $10,000, in lieu of any
    other health and welfare benefits (including medical, life,
    disability, accident and other insurance or other health and
    welfare plans, programs, policies or practices or
    understandings) and other taxable perquisites and fringe
    benefits to which the Employee or the Employees family may
    have been entitled.
|
| |  | An amount in cash equal to the aggregate amount of the Accrued
    Obligations;                                                                                                                                                                                                                                                                                                                         
|
| |  | An amount in cash equal to the pro rata portion of the
    Employees target bonus for the fiscal year in which the
    date of termination occurs; and                                                                                                                                                                                                                                                 
|
| |  | An amount in cash equal to any reimbursement for outstanding
    reimbursable expenses.                                                                                                                                                                                                                                                                                                                 
|
| |  | If any payments or benefits under the Change of Control
    Agreement, after taking into account all other payments or
    benefits to which the Employee is entitled from Dole, or any
    affiliate thereof, are more likely than not to result in a loss
    of a deduction to Dole by reason of Section 280G of the
    United States                                                               

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| |  |                                                                                                                                                                             
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Internal Revenue Code or any successor provision to that
    section, such payments and benefits will be reduced to the
    extent required to avoid such loss of deduction.





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All of the Employees unvested options granted pursuant to
    such plans or agreements (whenever granted) shall be deemed to
    vest immediately prior to the first time that one or both of the
    following conditions are satisfied: (a) a Change of Control
    occurs; or (b) the shares of common stock of Dole are not
    listed on either the New York Stock Exchange or the National
    Market System of the Nasdaq Stock Market, and neither the Board
    of Directors of Dole nor any committee thereof nor any other
    person shall have any discretion, right or power whatsoever to
    block, delay or impose any condition upon such vesting. If a
    Qualified Termination occurs during a Look-Back Period, all of
    the Employees unvested options shall vest immediately
    prior to the effectiveness or consummation of the Fundamental
    Transaction or the Asset Sale but not at any earlier time.









| |             
| | ------------
| | Definitions:





| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) any person, other than (a) David H. Murdock or
    (b) following the death of David H. Murdock, the trustee or
    trustees of a trust created by David H. Murdock, becomes the
    Beneficial Owner (as

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | defined in Rule 13d-3 under the Exchange Act), directly or
    indirectly, of securities of the Corporation representing 20% or
    more of the combined voting power of the Corporations then
    outstanding securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (2) individuals who, as of March 23, 2001, constitute
    the Board of Directors of the Corporation (the Incumbent
    Board) cease for any reason to constitute at least a
    majority of the Board. Any individual who becomes a director
    subsequent to March 23, 2001 whose election, or nomination
    for election by the Corporations shareholders, was
    approved by a vote of at least two-thirds of the directors then
    comprising the Incumbent Board shall be considered as though
    such individual were a member of the Incumbent Board, unless the
    individuals initial assumption of office occurs as a
    result of either an actual or threatened election contest or
    other actual or threatened tender offer, solicitation of proxies
    or consents by or on behalf of a person other than the Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (3) a reorganization, merger, consolidation,
    recapitalization, tender offer, exchange offer or other
    extraordinary transaction involving Dole (a Fundamental
    Transaction) becomes effective or is consummated, unless:
    (a) more than 50% of the outstanding voting securities of
    the surviving or resulting entity (including, without
    limitation, an entity (parent) which as a result of
    such transaction owns the Corporation or all or substantially
    all of the Corporations assets either directly or through
    one or more subsidiaries) (Resulting Entity) are, or
    are to be, Beneficially Owned, directly or indirectly, by all or
    substantially all of the persons who were the Beneficial Owners
    of the outstanding voting securities of the Corporation
    immediately prior to such Fundamental Transaction in
    substantially the same proportions as their Beneficial
    Ownership, immediately prior to such Fundamental Transaction, of
    the outstanding voting securities of the Corporation and
    (b) more than half of the members of the board of directors
    or similar body of the Resulting Entity (or its parent) were
    members of the Incumbent Board at the time of the execution of
    the initial agreement providing for such Fundamental Transaction.
|
| | (4) A sale, transfer or any other disposition (including,
    without limitation, by way of spin-off, distribution, complete
    liquidation or dissolution) of all or substantially all of the
    Corporations business and/or assets (an Asset
    Sale) is consummated, unless, immediately following such
    consummation, all of the requirements of clauses (3)(a) and
    (3)(b) of this definition of Change of Control are satisfied,
    both with respect to the Corporation and with respect to the
    entity to which such business and/or assets have been sold,
    transferred or otherwise disposed of or its parent (a
    Transferee Entity).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               







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Long Term Incentive Plan Awards in the Last Fiscal Year




|                    |  |                               |           |                  |            |   |   |           |  |   |            |  |  |   |           | 
|------------------- |  | ----------------------------- | --------- | ---------------- | ---------- | - | - | --------- |  | - | ---------- |  |  | - | --------- | 
|                    |  | Incentive Period 2004-2006(1) |          
|                    |  |                               |          
|                    |  |                               |           | Contingent Award |           
|                    |  | Incentive                     |           |                  |            |  
|Name                |  | Period                        |           |                  | Minimum(2) |   |   | Target(3) |  |   | Maximum(3) | 
|                    |  |                               |           |                  |            |   |   |           |  |   |            | 
|David H. Murdock    |  |                               | 2004-2006 |                  |            | $ | 0 |           |  | $ | 950,000    |  |  | $ | 2,850,000 | 
|Richard J. Dahl     |  |                               | 2004-2006 |                  |            | $ | 0 |           |  | $ | 425,000    |  |  | $ | 1,275,000 | 
|C. Michael Carter   |  |                               | 2004-2006 |                  |            | $ | 0 |           |  | $ | 425,000    |  |  | $ | 1,275,000 | 
|Joseph S. Tesoriero |  |                               | 2004-2006 |                  |            | $ | 0 |           |  | $ | 108,750    |  |  | $ | 326,250   | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The performance matrix established for the Incentive Period
    2004-2006 consists of a combination of revenue and return on
    shareholder investment as the driver of the financial
    performance factors used in determining the Contingent Awards
    for the Named Executive Officers. Final Awards are paid in a
    lump-sum within 90 days following the end of the Incentive
    Period. A Final Award may become payable in the event of the
    Named Executive Officers death, disability or retirement,
    or involuntary termination without cause, and are subject to
    customary adjustments for certain changes in capitalization.
|   
|(2) | If the minimum combination of revenue and return on shareholder
    investment in the performance matrix is not achieved as of the
    end of the Incentive Period, no amount will be earned by the
    Named Executive Officers for the Incentive Period.                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(3) | Contingent Award amounts for target and maximum are based on
    annual salary at the beginning of the Incentive Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



Pension Plans






1 2




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Notwithstanding anything to the contrary set forth in any of
Doles filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
that might incorporate future filings, including this
Form 10-K, in whole or in part, the following Corporate
Compensation & Benefits Committee Report shall not be
incorporated by reference into any such filings or any future
filings, except to the extent Dole expressly incorporates such
report by reference therein. The report shall not be deemed
soliciting material or otherwise deemed filed under either of
such Acts.


Compensation Committee Interlocks and Insider
Participation




CORPORATE COMPENSATION AND BENEFITS COMMITTEE REPORT


COMPENSATION PHILOSOPHY




GOALS






| |   |                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Compensation must reflect a competitive and performance-oriented
    environment that motivates executive officers to set and achieve
    aggressive goals in their respective areas of responsibility.
|
| |  | Incentive-based compensation must be contingent upon the
    performance of each executive officer against financial and
    strategic performance goals.                                              
|
| |  | Doles compensation policies must enable Dole to attract
    and retain top quality management.                                                                                                        



EXECUTIVE COMPENSATION COMPONENTS










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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Base Salary. Base salaries for Named Executive Officers
    (other than the CEO whose salary is discussed below) are
    initially set upon hiring by management (subject to periodic
    review by the Compensation Committee) based on recruiting
    requirements (e.g., market demand), competitive pay practices,
    individual experience and breadth of knowledge, internal equity
    considerations, and other subjective factors.



| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Increases to base salary are determined primarily on the basis
    of market movements, individual performance and contribution to
    Dole, and involve the application of both quantifiable and
    subjective criteria.



| |     |                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Annual Incentives. Dole relies to a large degree on
    annual incentive compensation to attract and retain executives
    of outstanding abilities and to motivate them to perform to the
    full extent of these abilities.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under Doles Management One-Year Incentive Plan, target
    bonuses for the Named Executive Officers, as a percentage of
    base salary, ranged from 50% to 100%, depending on Doles
    performance relative to financial performance targets set
    earlier in the year. Bonuses generally are payable only if the
    specified minimum level of financial performance is realized and
    may be increased to maximum levels only if substantially higher
    performance levels are attained. Incentive opportunities for
    each individual are determined on the basis of competitive
    incentive levels (as a percent of salary), degree of
    responsibility and other subjective factors, including the Named
    Executive Officers individual performance over the course
    of the plan year.
|
| | Generally speaking, each Named Executive Officers maximum
    annual cash bonus equals 300% of his target percentage. The
    maximum bonus is payable only if exceptional Dole performance
    levels against predetermined goals are achieved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | In 2004, the bonus opportunity for the Named Executive Officers
    was based upon a cash return measure, reflecting the results of
    EBITDA and the shareholders investment. For 2004, Dole
    exceeded the targeted cash return performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) | Long-Term Incentives. Under Doles Sustained Profit
    Growth Plan (the Growth Plan), the performance
    matrix established for the 2004-2006 Incentive Period consists
    of a combination of revenue and return on shareholder investment
    as the driver of the financial performance factors used in
    determining Contingent Awards for the Named Executive Officers.
    This performance matrix was designed to further align executive
    compensation with shareholders return on a long-term
    basis. The Growth Plan contemplates annual grants each with
    three-year Incentive Periods. A participants Final Award
    in connection with each grant is determined as of the end of the
    Incentive Period for that grant, and are paid in a lump-sum
    within 90 days following the end of the Incentive Period.
    The Compensation Committee has authorized all of the Named
    Executive Officers to participate in the Growth Plan.



| |                                                                            
| | ---------------------------------------------------------------------------
| | The 2004 Contingent Awards were the first awards under the
    Growth Plan.

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CEO COMPENSATION












| |                                   
| | ----------------------------------
| | The Corporate Compensation
    and
| | Benefits Committee                
|
| | David H. Murdock, Chairman        
| | Andrew J. Conrad                  
| | David A. DeLorenzo                
| | Roberta Wieman                    

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|         |                                                                                                   
|-------- | --------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters

|                               |  |                                                                                  |  |            |              |  |         |       |     |   |  | 
|------------------------------ |  | -------------------------------------------------------------------------------- |  | ---------- | ------------ |  | ------- | ----- | --- | - |  | 
|                               |  |                                                                                  |  | Amount and |              |  |        
|                               |  |                                                                                  |  | Nature of  |              |  | Percent |      
|                               |  |                                                                                  |  | Beneficial |              |  | of      |      
|Title of Class                 |  | Name and Address of Beneficial Owner                                             |  |            | Ownership(1) |  |         | Class |    
|                               |  |                                                                                  |  |            |              |  |         |       |    
|Common Stock, $0.001 par value |  | David H. MurdockDole Food Company, Inc. One Dole DriveWestlake Village, CA 91362 |  |            | 1,000 shares |  |         |       | 100 | %






|    |                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Murdock beneficially owns these shares through one or
    more affiliates, and has effective sole voting and dispositive
    power with respect to the shares. Beneficial ownership is
    determined in accordance with Rule 13d-3 under the
    Securities Exchange Act of 1934, as amended. Mr. Murdock is
    Doles Chairman of the Board and Chief Executive Officer.








|         |                                               
|-------- | ----------------------------------------------
|Item 13. | Certain Relationships and Related Transactions











105



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106



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##### Table of Contents








|         |                                       
|-------- | --------------------------------------
|Item 14. | Principal Accountant Fees and Services

Principal Accountant Fees and Services




|                                   |  |                   |       |  |            |   |       | 
|---------------------------------- |  | ----------------- | ----- |  | ---------- | - | ----- | 
|                                   |  | Fiscal Year Ended |      
|                                   |  |                   |      
|                                   |  | January 1,        |       |  | January 3, |  
|                                   |  | 2005              |       |  | 2004       |  
|                                   |  |                   |       |  |            |  
|                                   |  | (In thousands)    |      
|Audit Fees(a)                      |  | $                 | 2,932 |  |            | $ | 5,292 | 
|Audit-Related Fees(b)              |  |                   | 1,546 |  |            |   | 631   | 
|                                   |  |                   |       |  |            |  
|Total Audit and Audit Related Fees |  |                   | 4,478 |  |            |   | 5,923 | 
|                                   |  |                   |       |  |            |  
|Tax Fees(c)                        |  |                   | 363   |  |            |   | 430   | 
|All Other Fees(d)                  |  |                   |      |  |            |   |      | 
|                                   |  |                   |       |  |            |  
|Total                              |  | $                 | 4,841 |  |            | $ | 6,353 | 
|                                   |  |                   |       |  |            |  






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Audit fees include $2,932,000 and $2,502,000 for services
    related to the audit of the annual consolidated financial
    statements and reviews of the quarterly condensed consolidated
    financial statements for 2004 and 2003, respectively. Audit fees
    for 2003 also include $1,650,000 for audits of the
    Companys 2001 and 2000 consolidated financial statements
    performed and billed in 2003 and $1,140,000 for services related
    to the going private and merger transactions such as financial
    reporting and accounting consultation directly impacting the
    2003 financial statements, comfort letters, consents and other
    required procedures associated with filings on Form S-4
    with the Securities and Exchange Commission.



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | Audit-related fees include $1,042,000 and $180,000 for
    Section 404 advisory services for 2004 and 2003
    respectively. Audit-related fees for 2004 and 2003 also include
    $175,000 and $160,000, respectively, for employee benefit plan
    audits. The remaining amounts relate to accounting and financial
    reporting consultation on possible transactions, due-diligence
    services, and various agreed-upon procedures and compliance
    reports.
|   
|(c) |  | Fees for tax services billed in 2004 and 2003 consisted of
    $125,000 and $93,000, respectively, for tax compliance and
    $238,000 and $337,000, respectively, for tax planning and advice.                                                                                                                                                                                                                                                                       
|   
|(d) |  | There were no other services billed to the Company in 2004 and
    2003.                                                                                                                                                                                                                                                                                                                                                                                              

|                                                                                                                       |  |                   |       |  |                 |  |       | 
|---------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----- |  | --------------- |  | ----- | 
|                                                                                                                       |  | Fiscal Year Ended |      
|                                                                                                                       |  |                   |      
|                                                                                                                       |  | January 1, 2005   |       |  | January 3, 2004 | 
|                                                                                                                       |  |                   |       |  |                 | 
|Ratio of Tax Planning and Advice Fees and All Other Fees to
    Audit Fees, Audit-Related Fees and Tax Compliance Fees |  |                   | 0.1:1 |  |                 |  | 0.1:1 | 



107



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Pre-Approval Policy




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PART IV







|         |                                           
|-------- | ------------------------------------------
|Item 15. | Exhibits and Financial Statement Schedules

|       |  |                                                                                                               |  |  |  | 
|------ |  | ------------------------------------------------------------------------------------------------------------- |  |  |  | 
|(a) 1. |  | Financial Statements:The following consolidated
    financial statements are included herein in Item 8 above. |  |  |  | 

|   |  |                                                                                                                                                                                                                              |  |           |     | 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | --- | 
|   |  |                                                                                                                                                                                                                              |  | Form 10-K |    
|   |  |                                                                                                                                                                                                                              |  | Page      |    
|   |  |                                                                                                                                                                                                                              |  |           |    
|   |  | Audited Financial Statements for the Year Ended January 1,
    2005, the Three Quarters Ended January 3, 2004 (Successor),
    Quarter Ended March 22, 2003 (Predecessor) and Year Ended
    December 28, 2002 (Predecessor) |  |           | 45  | 
|2. |  | Financial Statement Schedule                                                                                                                                                                                                 |  |           |     | 
|   |  | Valuation and Qualifying Accounts                                                                                                                                                                                            |  |           | 119 | 
|3. |  | Exhibits:                                                                                                                                                                                                                    |  |           |     | 

|        |         |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | ------- |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |      
|Number  |         |  | Title
|        |         |  |      
|        | 3.1(a)  |  |       | Amended and Restated Certificate of Incorporation of Dole Food
    Company, Inc. (incorporated by reference to Exhibit 3.1 to
    Doles Quarterly Report on Form 10-Q for the quarterly
    period ended March 22, 2003, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(b) |  |       | Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of January 12, 1988. Articles of Amendment to the
    Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of November 16, 1990, changed the companys
    name to Castle & Cooke Arizona, Inc. Articles of
    Amendment to the Articles of Incorporation of Castle &
    Cooke Arizona, Inc., dated as of December 21, 1995, changed
    the companys name to Calazo Corporation.                                                                                                                                                                                                                      
|        | 3.1(c) |  |       | Articles of Incorporation of AG 1970, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1970, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(d) |  |       | Articles of Incorporation of AG 1971, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1971, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(e) |  |       | Articles of Incorporation of AG 1972, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1972, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(f) |  |       | Articles of Incorporation of Castle & Cooke Homes,
    Inc., dated as of February 10, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Homes, Inc., dated as of March 18, 1996, changed the
    companys name to Alyssum Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(g) |  |       | Articles of Incorporation of Barclay Hollander Curci, Inc.,
    dated as of February 28, 1969. Certificate of Amendment of
    Articles of Incorporation, dated as of February 1975, changed
    the companys name to Barclay Hollander Corporation.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of November 26, 1980.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of June 11, 1990.                                                                                                                                                                                              
|        | 3.1(h) |  |       | Articles of Incorporation of Grandma Macs Orchard, dated
    as of August 27, 1976. Certificate of Amendment of Articles
    of Incorporation of Grandma Macs Orchard, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant, Inc., dated as of March 4,
    1988, changed the companys name to Dole Bakersfield, Inc.
    Certificate of Amendment of Articles of Incorporation of Dole
    Bakersfield, Inc., dated as of June 11, 1990. Agreement of
    Merger of Bud Antle, Inc. and Dole Bakersfield, Inc., dated as
    of December 18, 2000, changed the companys name to
    Bud Antle, Inc.

109



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##### Table of Contents



|        |         |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | ------- |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |      
|Number  |         |  | Title
|        |         |  |      
|        | 3.1(i) |  |       | Articles of Incorporation of Lake Anderson Corporation, dated as
    of June 26, 1964. Certificate of Amendment of Articles of
    Incorporation, dated as of November 12, 1971. Certificate
    of Amendment of Articles of Incorporation, dated as of
    August 28, 1972, changed the companys name to Oceanic
    California Inc. Certificate of Amendment of Articles of
    Incorporation, dated as of July 14, 1977. Certificate of
    Amendment of Articles of Incorporation of Oceanic California
    Inc., dated as of June 17, 1981. Certificate of Amendment
    of Articles of Incorporation of Oceanic California Inc., dated
    as of November 16, 1990, changed the companys name to
    Castle & Cooke California, Inc. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke California, Inc., dated as of December 21, 1995,
    changed the companys name to Calicahomes, Inc.
|        | 3.1(j) |  |       | Articles of Incorporation of California Polaris, Inc., dated as
    of April 6, 1979.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 3.1(k) |  |       | Articles of Incorporation of Dole ABPIK, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole ABPIK, Inc., dated as of December 13,
    1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 3.1(l) |  |       | Articles of Incorporation of Castle & Cooke Sierra
    Vista, Inc., dated as of June 8, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Sierra Vista, Inc., dated as of March 18, 1996,
    changed the companys name to Dole Arizona Dried Fruit and
    Nut Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 3.1(m) |  |       | Articles of Incorporation of CCJM, Inc., dated as of
    December 11, 1989. Certificate of Amendment of Articles of
    Incorporation of CCJM, Inc., dated as of September 9, 1991,
    changed the companys name to Dole Carrot Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(n) |  |       | Articles of Incorporation of Miracle Fruit Company, dated as of
    September 12, 1979. Certificate of Amendment of Articles of
    Incorporation of Miracle Fruit Company, dated as of
    October 1, 1979, changed the companys name to Blue
    Goose Growers, Inc. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    June 11, 1990. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    February 15, 1991, changed the companys name to Dole
    Citrus.                                                                                                                                                                                                                                                                                                                                                           
|        | 3.1(o) |  |       | Articles of Incorporation of Dole DF&N, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole DF&N, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.1(p) |  |       | General Partnership Agreement of Dole Dried Fruit and Nut
    Company, a California general partnership, dated as of
    October 15, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(q) |  |       | Articles of Incorporation of Canfield Farming Company, dated as
    of July 17, 1963. Certificate of Amendment of Articles of
    Incorporation of Canfield Farming Company, dated as of
    March 15, 1971, changed the companys name to Tenneco
    Farming Company. Certificate of Amendment of Articles of
    Incorporation of Tenneco Farming Company, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant Farming, Inc., dated as of
    April 25, 1988, changed the companys name to Dole
    Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Dole Farming, Inc., dated as of June 11,
    1990.                                                                                                                                                                              
|        | 3.1(r) |  |       | Articles of Incorporation of Castle & Cooke Fresh
    Vegetables, Inc., dated as of July 14, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Vegetables, Inc., dated as of December 13,
    1989. Certificate of Amendment of Articles of Incorporation of
    Castle & Cooke Fresh Vegetables, Inc., dated as of
    January 2, 1990, changed the companys name to Dole
    Fresh Vegetables, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 3.1(s) |  |       | Restated Articles of Incorporation of T.M. Duche Nut Co., Inc.,
    dated as of October 15, 1986. Certificate of Amendment of
    Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as
    of November 14, 1986. Certificate of Amendment of Articles
    of Incorporation, dated as of April 20, 1988, changed the
    companys name to Dole Nut Company. Certificate of
    Amendment of Articles of Incorporation of Dole Nut Company,
    dated as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of Dole Nut Company, dated as of
    January 28, 1998, changed the companys name to Dole
    Orland, Inc.                                                                                                                                                                                                                                                                    

110



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##### Table of Contents



|        |          |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | -------- |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |      
|Number  |          |  | Title
|        |          |  |      
|        | 3.1(t)  |  |       | Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 15, 1952. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of September 27, 2000, changed the companys name
    to Dole Visage, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(u)  |  |       | Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of November 25, 1975. Certificate of Amendment of
    Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of July 25, 1984, changed the companys name
    to E.T. Wall Company. Certificate of Amendment of Articles of
    Incorporation of E.T. Wall Company, dated as of June 11,
    1990.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(v)  |  |       | Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of November 7, 1963. Certificate of Amendment of
    Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(w)  |  |       | Articles of Incorporation of The Citrus Company, dated as of
    February 1, 1984. Certificate of Amendment of Articles of
    Incorporation of The Citrus Company, dated as of
    February 16, 1984, changed the companys name to
    Fallbrook Citrus Company, Inc. Certificate of Amendment of
    Articles of Incorporation, dated as of March 15, 1994.
    Certificate of Amendment of Articles of Incorporation of
    Fallbrook Citrus Company, Inc., dated as of June 11, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 3.1(x)  |  |       | Articles of Incorporation of Lindero Headquarters Company, Inc.,
    dated as of February 12, 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 3.1(y)  |  |       | Articles of Incorporation of Lindero Property, Inc., dated as of
    October 10, 1991.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(z)  |  |       | Articles of Incorporation of Oceanview Produce Company, dated as
    of June 15, 1989. Certificate of Amendment of Articles of
    Incorporation of Oceanview Produce Company, dated as of
    August 7, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(aa) |  |       | Articles of Incorporation of Prairie Vista, Inc., dated as of
    November 23, 1953.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 3.1(ab) |  |       | Articles of Incorporation of Kingsize Packing Co., dated as of
    February 5, 1990. Certificate of Amendment of Articles of
    Incorporation of Kingsize Packing Co., dated as of
    March 30, 1990, changed the companys name to Royal
    Packing Co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 3.1(ac) |  |       | Articles of Incorporation of Trojan Transport Co., dated as of
    August 31, 1955. Certificate of Amendment of Articles of
    Incorporation of Trojan Transport Co., dated as of July 31,
    1956, changed the companys name to Trojan Transportation
    and Warehouse Co. Certificate of Amendment of Articles of
    Incorporation of Trojan Transportation Co., dated as of
    January 24, 1961, changed the companys name to
    Veltman Terminal Co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.1(ad) |  |       | Certificate of Incorporation of Bananera Antillana (Columbia),
    Inc., dated as of November 16, 1977.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 3.1(ae) |  |       | Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990. Certificate of Amendment of
    Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(af) |  |       | Certificate of Incorporation of Tenneco Sudan, Inc., dated as of
    June 8, 1977. Certificate of Amendment of Certificate of
    Incorporation of Tenneco Sudan, Inc., dated as of
    December 10, 1986, changed the companys name to
    Tenneco Realty Development Holding Corporation. Certificate of
    Amendment of Certificate of Incorporation of Tenneco Realty
    Development Holding Corporation, dated as of April 21,
    1988, changed the companys name to Oceanic California
    Realty Development Holding Corporation. Certificate of Amendment
    of Certificate of Incorporation of Oceanic California Realty
    Development Holding Corporation, dated as of November 16,
    1990, changed the companys name to Castle & Cooke
    Bakersfield Holdings, Inc. Certificate of Amendment of
    Certificate of Incorporation of Castle & Cooke
    Bakersfield Holdings, Inc., dated as of March 18, 1996,
    changed the companys name to Delphinium Corporation.

111



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##### Table of Contents



|        |          |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | -------- |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |      
|Number  |          |  | Title
|        |          |  |      
|        | 3.1(ag) |  |       | Certificate of Incorporation of Standard Banana Company, dated
    as of March 21, 1955. Certificate of Amendment of
    Certificate of Incorporation of Standard Banana Company, dated
    as of January 8, 1971, changed the companys name to
    Standard Fruit Sales Company. Certificate of Amendment of
    Certificate of Incorporation of Standard Fruit Sales Company,
    dated as of June 6, 1973, changed the companys name
    to Castle & Cooke Food Sales Company. Certificate of
    Amendment of Certificate of Incorporation of Castle &
    Cooke Food Sales Company, dated as of September 25, 1984,
    changed the companys name to Dole Europe Company.
    Certificate of Change of Location of Registered Office and of
    Registered Agent, dated as of April 18, 1988.
|        | 3.1(ah) |  |       | Certificate of Incorporation of Castle Aviation, Inc., dated as
    of June 25, 1987. Certificate of Amendment of Certificate
    of Incorporation of Castle Aviation, Inc., dated as of
    April 10, 1992, changed the companys name to Dole
    Foods Flight Operations, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 3.1(ai) |  |       | Certificate of Incorporation of Cut Flower Exchange, Inc., dated
    as of February 11, 1988. Certificate of Merger, dated as of
    July 31, 1991, changed the companys name Sunburst
    Farms, Inc. Certificate of Amendment of Certificate of
    Incorporation of Sunburst Farms, Inc., dated as of June 23,
    1999, changed the companys name to Dole Fresh Flowers, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(aj) |  |       | Certificate of Incorporation of Wenatchee-Beebe Orchard Company,
    dated as of November 7, 1927. Certificate of Ownership and
    Merger in Wenatchee-Beebe Orchard Company, dated as of
    June 23, 1943. Certificate of Amendment of Certificate of
    Incorporation of Wenatchee-Beebe Orchard Company, dated as of
    April 20, 1983, changed the companys name to Beebe
    Orchard Company. Certificate of Merger of Wells and Wade Fruit
    Company and Beebe Orchard Company, dated as of March 23,
    2001, changed the companys name to Dole Northwest, Inc.                                                                                                                                                                                                                      
|        | 3.1(ak) |  |       | Certificate of Incorporation of Dole Sunburst Express, Inc.
    Certificate of Amendment of Certificate of Incorporation of Dole
    Sunburst Express, Inc., dated as of July 21, 1996, changed
    the companys name to Dole Sunfresh Express, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.1(al) |  |       | Certificate of Incorporation of Standard Fruit and Steamship
    Company, dated as of January 2, 1968.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(am) |  |       | Certificate of Incorporation of Standard Fruit Company, dated as
    of March 14, 1955. Certificate of Change of Location of
    Registered Office and of Registered Agent, dated as of
    April 18, 1988.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(an) |  |       | Certificate of Incorporation of Produce America, Inc., dated as
    of June 24, 1982. Certificate of Amendment of Certificate
    of Incorporation Before Payment of Capital of Produce America,
    Inc., dated as of October 29, 1982, changed the
    companys name to CCFV, Inc. Certificate of Amendment of
    Certificate of Incorporation of CCFV, Inc., dated as of
    September 29, 1983, changed the companys name to Sun
    Country Produce, Inc.                                                                                                                                                                                                                                                                                                                                    
|        | 3.1(ao) |  |       | Certificate of Incorporation of West Foods, Inc., dated as of
    March 9, 1973.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 3.1(ap) |  |       | Certificate of Incorporation of Cool Advantage, Inc., dated as
    of December 14, 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 3.1(aq) |  |       | Articles of Incorporation of Cool Care Consulting, Inc., dated
    as of September 16, 1986. Articles of Amendment of Cool
    Care Consulting, Inc., dated as of April 4, 1996, changed
    the companys name to Cool Care, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(ar) |  |       | Articles of Incorporation of Flowernet, Inc., dated as of
    September 11, 1987.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 3.1(as) |  |       | Articles of Incorporation of Saw Grass Transport, Inc., dated as
    of June 24, 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(at) |  |       | Articles of Incorporation of Castle & Cooke Development
    Corporation, dated as of June 8, 1992. Articles of
    Amendment to Change Corporate Name, dated as of March 1,
    1993, changed the companys name to Castle & Cooke
    Communities, Inc. Articles of Amendment to Change Corporate
    Name, dated as of March 18, 1996, changed the
    companys name to Blue Anthurium, Inc.                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 3.1(au) |  |       | Articles of Incorporation of Dole Acquisition Corporation, dated
    as of October 13, 1994. Articles of Amendment to Change
    Corporate Name, dated as of January 10, 1995, changed the
    companys name to Castle & Cooke Homes, Inc.
    Articles of Amendment to Change Corporate Name, dated as of
    March 18, 1996, changed the companys name to
    Cerulean, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                     

112



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##### Table of Contents



|        |          |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -------- |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |      
|Number  |          |  | Title
|        |          |  |      
|        | 3.1(av) |  |       | Articles of Incorporation of Castle & Cooke Land
    Company, Inc., dated as of March 8, 1990. Articles of
    Amendment to Change Corporate Name, dated as of May 7,
    1997, changed the companys name to Dole Diversified, Inc.                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(aw) |  |       | Articles of Association of Kohala Sugar Company, dated as of
    February 3, 1863. Articles of Amendment to Change Corporate
    Name, dated as of May 1, 1989, changed the companys
    name to Dole Land Company, Inc.                                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(ax) |  |       | Articles of Incorporation of Dole Packaged Foods Corporation,
    dated as of April 4, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(ay) |  |       | Articles of Association of Oceanic Properties, Inc., dated as of
    May 19, 1961. Articles of Amendment to Change Corporate
    Name, dated as of October 23, 1990, changed the
    companys name to Castle & Cooke Properties, Inc.
    Articles of Amendment, dated as of November 26, 1990.
    Articles of Amendment to Change Corporate Name, dated as of
    December 4, 1995, changed the companys name to
    La Petite dAgen, Inc.                                                                                                                                    
|        | 3.1(az) |  |       | Articles of Incorporation of Lanai Holdings, Inc., dated as of
    May 4, 1990. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of January 22, 1996, changed the
    companys name to Malaga Company, Inc.                                                                                                                                                                                                                                                                                                 
|        | 3.1(ba) |  |       | Articles of Incorporation of M K Development, Inc., dated as of
    February 26, 1988. Articles of Amendment, dated as of
    November 26, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(bb) |  |       | Articles of Incorporation of Mililani Town, Inc., dated as of
    December 29, 1966. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, December 24, 1990, changed the
    companys name to Castle & Cooke Residential, Inc.
    Articles of Amendment to Change Corporate Name, dated as of
    October 21, 1993, changed the companys name to
    Castle & Cooke Homes Hawaii, Inc. Articles of Amendment
    to Change Corporate Name, dated as of December 4, 1995,
    changed the companys name to Muscat, Inc.
|        | 3.1(bc) |  |       | Articles of Incorporation of Oahu Transport Company, Limited,
    dated as of April 15, 1947. Articles of Amendment, dated as
    of July 24, 1987. Articles of Amendment, dated as of May
    1997.                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(bd) |  |       | Articles of Incorporation of Wahiawa Water Company, Inc., dated
    as of June 24, 1975.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 3.1(be) |  |       | Articles of Incorporation of Waialua Sugar Company, Inc., dated
    as of January 12, 1968. Certificate of Amendment, dated as
    of January 24, 1986.                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 3.1(bf) |  |       | Certificate of Incorporation of Lanai Company, Inc., dated as of
    June 15, 1970. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of December 4, 1995, changed the
    companys name to Zante Currant, Inc.                                                                                                                                                                                                                                                                                              
|        | 3.1(bg) |  |       | Articles of Incorporation of Diversified Imports Co., dated as
    of December 1, 1987.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 3.1(bh) |  |       | Articles of Incorporation of Dole Assets, Inc., dated as of
    September 9, 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 3.1(bi) |  |       | Articles of Incorporation of Dole Fresh Fruit Company, dated as
    of September 12, 1985.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 3.1(bj) |  |       | Articles of Incorporation of Castle & Cooke Fresh
    Fruit, Inc., dated as of October 27, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Fruit Company, dated as of May 9, 1997, changed
    the companys name to Dole Holdings Inc.                                                                                                                                                                                                                                                                                                
|        | 3.1(bk) |  |       | Articles of Incorporation of Dole Logistics Services, Inc.,
    dated as of February 4, 1993.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 3.1(bl) |  |       | Articles of Incorporation of Dole Ocean Cargo Express, Inc.,
    dated as of July 8, 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 3.1(bm) |  |       | Articles of Incorporation of Dole Ocean Liner Express, Inc.,
    dated as of June 3, 1993.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 3.1(bn) |  |       | Articles of Incorporation of Renaissance Capital Corporation,
    dated as of July 28, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(bo) |  |       | Certificate of Incorporation of Sun Giant, Inc., dated as of
    December 8, 1987.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 3.1(bp) |  |       | Certificate of Incorporation of Miradero Fishing Company, Inc.,
    dated as of August 9, 1971.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 3.1(bq) |  |       | Articles of Incorporation of DNW Services Company, dated as of
    June 4, 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(br) |  |       | Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 3.1(bs) |  |       | Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated
    as of July 28, 1959. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    May 26, 1972. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    August 30, 1973. Amendment to Articles of Incorporation,
    dated as of June 25, 1976.                                                                                                                                                                          

113



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##### Table of Contents



|        |         |     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | ------- | --- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |     |      
|Number  |         |     | Title
|        |         |     |      
|        | 3.2     | (a) |       | By-Laws of Dole Food Company, Inc. (incorporated by reference to
    Exhibit 3.2 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 22,
    2003, File No. 1-4455).                                                                                                                                                                                                                                
|        | 3.2(b) |     |       | Form of By-Laws of the Additional Registrants.                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4.1     |     |       | Indenture, dated as of July 15, 1993, between Dole and
    Chase Manhattan Bank and Trust Company (formerly Chemical Trust
    Company of California) (incorporated by reference to
    Exhibit 4.6 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).                                                                                                             
|        | 4.2     |     |       | First Supplemental Indenture, dated as of April 30, 2002,
    between Dole and J.P. Morgan Trust Company, National
    Association, to the Indenture dated as of July 15, 1993,
    pursuant to which $400 million of Doles senior notes
    due 2009 were issued (incorporated by reference to
    Exhibit 4.9 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).
|        | 4.3     |     |       | Officers Certificate, dated August 3, 1993, pursuant
    to which $175 million of Doles debentures due 2013
    were issued (incorporated by reference to Exhibit 4.3 to
    Doles Annual Report on Form 10-K for the fiscal year
    ended January 2, 1999, File No. 1-4455).                                                                                                                                                
|        | 4.4     |     |       | Second Supplemental Indenture, dated as of March 28, 2003,
    between Dole and Wells Fargo Bank, National Association
    (successor trustee to J.P. Morgan Trust Company), to the
    Indenture dated as of July 15, 1993 (incorporated by
    reference to Exhibit 4.10 to Doles Current Report on
    Form 8-K, event date April 4, 2003, File
    No. 1-4455).                                                             
|        | 4.5    |     |       | Agreement of Removal, Appointment and Acceptance, dated as of
    March 28, 2003, by and among Dole, J.P. Morgan Trust
    Company, National Association, successor in interest to Chemical
    Trust Company of California, as Prior Trustee, and Wells Fargo
    Bank, National Association.                                                                                                                                   
|        | 4.6    |     |       | Third Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.                                                                                                                                                                                                                 
|        | 4.7     |     |       | Indenture, dated as of March 28, 2003, by and among Dole,
    the guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $475 million of
    Doles
    87/8% senior
    notes due 2011 were issued (incorporated by reference to
    Exhibit 4.10 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 22,
    2003, File No. 1-4455).          
|        | 4.8    |     |       | First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.                                                                                                                                                                                                                 
|        | 4.9     |     |       | Form of Global Note and Guarantee for Doles new
    87/8% senior
    notes due 2011 (included as Exhibit B to
    Exhibit Number 4.7 hereto).                                                                                                                                                                                                                                                                                   
|        | 4.11   |     |       | Indenture, dated as of May 29, 2003, by and among Dole, the
    guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $400 million of
    Doles
    71/4% senior
    notes due 2010 were issued.                                                                                                                                                                           
|        | 4.12   |     |       | First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.                                                                                                                                                                                                                 
|        | 4.13    |     |       | Form of Global Note and Guarantee for Doles
    71/4% senior
    notes due 2010 (included as Exhibit A to
    Exhibit Number 4.11 hereto).                                                                                                                                                                                                                                                                                      
|        | 4.14    |     |       | Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement, dated as of February 1, 1999, between
    Dole and The Northern Trust Company (incorporated by reference
    to Exhibit 4.7 to Doles Annual Report on
    Form 10-K for the fiscal year ended January 2, 1999,
    File No. 1-4455).                                                                                                                     

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|        |      |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ---- |  | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |      
|Number  |      |  | Title
|        |      |  |      
|        | 10.1 |  |       | Credit Agreement, dated as of March 28, 2003, by and among
    Dole and Solvest, Ltd., as borrowers, the Lenders from time to
    time party to the Credit Agreement, Deutsche Bank AG New York
    Branch, as Administrative Agent, The Bank of Nova Scotia and
    Banc of America Securities LLC, as Co- Syndication Agents, Fleet
    National Bank and Societe Generale, as Co-Documentation Agents
    and Deutsche Bank Securities Inc., The Bank of Nova Scotia and
    Banc of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, the First Amendment, dated as of May 29, 2003, the
    Second Amendment,dated as of September 24, 2003 and the
    Third Amendment, dated as of November 21, 2003
    (incorporated by reference to Exhibit 10.1 to Doles
    Current Report on Form 8-K dated November 21, 2003,
    File No. 1-4455).
|        | 10.2 |  |       | Doles Supplementary Executive Retirement Plan, effective
    January 1, 1989, First Restatement (incorporated by
    reference to Exhibit 10(c) to Doles Annual Report on
    Form 10-K for the fiscal year ended December 29, 1990,
    File No. 1-4455). This Plan was amended on March 22,
    2001 (the March 22, 2001 amendments are incorporated by
    reference to Exhibit 10.10 to Doles Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000,
    File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                
|        | 10.3 |  |       | Doles Executive Deferred Compensation Plan (incorporated
    by reference to Exhibit 10.9 to Doles Annual Report
    on Form 10-K for the fiscal year ended December 31,
    1994, File No. 1-4455). This Plan was amended on
    March 22, 2001 (the March 22, 2001 amendments are
    incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 10.4 |  |       | Doles 1996 Non-Employee Directors Deferred Stock and Cash
    Compensation Plan, as amended effective October 9, 1998
    (incorporated by reference to Exhibit 10 to Doles
    Quarterly Report on Form 10-Q for the fiscal quarter ended
    October 10, 1998, File No. 1-4455). This Plan was
    amended on March 22, 2001 (the March 22, 2001
    amendments are incorporated by reference to Exhibit 10.10
    to Doles Annual Report on Form 10-K for the fiscal
    year ended December 30, 2000, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                        
|        | 10.5 |  |       | Consulting Agreement, dated as of December 28, 2001,
    between Dole and David A. DeLorenzo (incorporated by reference
    to Exhibit 10.12 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 10.6 |  |       | Schedule of executive officers having Form 1 Change of
    Control Agreement (incorporated by reference to
    Exhibit 10.7 to Doles Current Report on Form 8-K
    dated February 4, 2005, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 10.7 |  |       | Form 1 Change of Control Agreement (incorporated by
    reference to Exhibit 10.14 to Doles Quarterly Report
    on Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 10.8 |  |       | Fourth Amendment, dated as of February 27, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co-Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended (incorporated by reference to
    Exhibit 10.9 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 27,
    2004, File No. 1-4455).                                                                       
|        | 10.9 |  |       | Fifth Amendment, dated as of May 17, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co- Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended (incorporated by reference to
    Exhibit 10.10 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended June 19,
    2004, File No. 1-4455).                                                                            

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|        |        |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | ------ |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |  |      
|Number  |        |  | Title
|        |        |  |      
|        | 10.10  |  |       | Sixth Amendment, dated as of July 20, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co- Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended (incorporated by reference to
    Exhibit 10.11 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended June 19,
    2004, File No. 1-4455).
|        | 10.11* |  |       | Seventh Amendment, dated as of December 20, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co- Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended).                                                                                                                                                        
|        | 12*    |  |       | Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 21*    |  |       | Subsidiaries of Dole Food Company, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 23*    |  |       | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 31.1*  |  |       | Certification by the Chairman and Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 31.2*  |  |       | Certification by the Vice President and Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 32.1** |  |       | Certification by the Chairman and Chief Executive Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 32.2** |  |       | Certification by the Vice President and Chief Financial Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     






|  |                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on Form S-4,
    filed with the Commission on June 25, 2004, File
    No. 333-106493



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



|   |                   
|-- | ------------------
|** | Furnished herewith

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##### Table of Contents






SIGNATURES






| |                        
| | -----------------------
| | Dole Food Company, Inc.
| | Registrant             



| |     |                     
| | --- | --------------------
| | By: | /s/ David H. Murdock

| |                                     
| | ------------------------------------
| |                                     
| | David H. Murdock                    
| | Chairman and Chief Executive Officer



POWER OF ATTORNEY






|                                               |  |                                                                                            |  |                |  | 
|---------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -------------- |  | 
|/s/ David H. MurdockDavid
    H. Murdock       |  | Chairman of the Board and Chief Executive Officer and Director                             |  | March 31, 2005
|                                              
|/s/ Richard J. DahlRichard
    J. Dahl         |  | President and Chief Operating Officer and Director                                         |  | March 31, 2005
|                                              
|/s/ C. Michael CarterC.
    Michael Carter     |  | Executive Vice President, General Counsel and Corporate
    Secretary and Director         |  | March 31, 2005
|                                              
|/s/ Scott A. GriswoldScott
    A. Griswold     |  | Executive Vice President, Corporate Development and Director                               |  | March 31, 2005
|                                              
|/s/ Roberta WiemanRoberta
    Wieman           |  | Executive Vice President, Chief of Staff
    and Director                                  |  | March 31, 2005
|                                              
|/s/ Joseph S. TesorieroJoseph
    S. Tesoriero |  | Vice President and Chief Financial Officer                                                 |  | March 31, 2005
|                                              
|/s/ Yoon J. HughYoon
    J. Hugh               |  | Vice President, Controller and Chief Accounting Officer
    (Principal Accounting Officer) |  | March 31, 2005
|                                              
|/s/ Andrew J. ConradAndrew
    J. Conrad       |  | Director                                                                                   |  | March 31, 2005

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##### Table of Contents



|                                             |  |          |  |                |  | 
|-------------------------------------------- |  | -------- |  | -------------- |  | 
|                                            
|/s/ David A. DeLorenzoDavid
    A. DeLorenzo |  | Director |  | March 31, 2005
|                                            
|/s/ Richard M. FerryRichard
    M. Ferry     |  | Director |  | March 31, 2005
|                                            
|/s/ Justin MurdockJustin
    Murdock         |  | Director |  | March 31, 2005
|                                            
|/s/ Edward C. RoohanEdward
    C. Roohan     |  | Director |  | March 31, 2005

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##### Table of Contents



DOLE FOOD COMPANY, INC.


VALUATION AND QUALIFYING ACCOUNTS


|                                     |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |   |        | 
|------------------------------------ | ------------------------------- | ------------------------------------- |  | --------- | ---------- |  |  | ----------- | ------ |  | ------------- | - | ---------- | ------ |  | - | ------- | - |  | - | ------ | 
|                                     |                                 |                                       |  | Additions |            |  |  |             |       
|                                     |                                 |                                       |  |           |            |  |  |             |       
|                                     |                                 | Balance at                            |  |           | Charged to |  |  | Charged to  |        |  |               |   | Balance at |       
|                                     |                                 | Beginning                             |  |           | Costs and  |  |  | Other       |        |  |               |   | End of     |       
|(In thousands)                       |                                 | of Period                             |  |           | Expenses   |  |  | Accounts(B) |        |  | Deductions(A) |   |            | Period | 
|                                     |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        | 
|SUCCESSOR                            |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |  
|Year Ended January 1, 2005           |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |  
|                                     | Allowance for doubtful accounts |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |   |       
|                                     |                                 | Trade receivables                     |  | $         | 53,471     |  |  | $           | 10,128 |  |               | $ | (1,615     | )      |  | $ | (12,672 | ) |  | $ | 49,312 | 
|                                     |                                 | Notes and other current receivables   |  |           | 17,125     |  |  |             | 5,486  |  |               |   | (1,515     | )      |  |   | (4,875  | ) |  |   | 16,221 | 
|                                     |                                 | Long-term notes and other receivables |  |           | 3,759      |  |  |             | 5,032  |  |               |   | 7,215      |        |  |   | (7,336  | ) |  |   | 8,670  | 
|SUCCESSOR                            |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |  
|Three Quarters Ended January 3, 2004 |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |  
|                                     | Allowance for doubtful accounts |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |   |       
|                                     |                                 | Trade receivables                     |  | $         | 12,983     |  |  | $           | 15,229 |  |               | $ | 38,563     |        |  | $ | (13,304 | ) |  | $ | 53,471 | 
|                                     |                                 | Notes and other current receivables   |  |           | 3,540      |  |  |             | 3,253  |  |               |   | 14,678     |        |  |   | (4,346  | ) |  |   | 17,125 | 
|                                     |                                 | Long-term notes and other receivables |  |           | 14,413     |  |  |             | 479    |  |               |   | 29,842     |        |  |   | (40,975 | ) |  |   | 3,759  | 
|PREDECESSOR                          |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |  
|Quarter Ended March 22, 2003         |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |  
|                                     | Allowance for doubtful accounts |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |   |       
|                                     |                                 | Trade receivables                     |  | $         | 54,580     |  |  | $           | 3,064  |  |               | $ |           |        |  | $ | (2,108  | ) |  | $ | 55,536 | 
|                                     |                                 | Notes and other current receivables   |  |           | 16,358     |  |  |             | 425    |  |               |   | (1,332     | )      |  |   | (308    | ) |  |   | 15,143 | 
|                                     |                                 | Long-term notes and other receivables |  |           | 64,917     |  |  |             | 709    |  |               |   | 1,332      |        |  |   | (5,301  | ) |  |   | 61,657 | 
|Year Ended December 28, 2002         |                                 |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |  
|                                     | Allowance for doubtful accounts |                                       |  |           |            |  |  |             |        |  |               |   |            |        |  |   |         |   |  |   |       
|                                     |                                 | Trade receivables                     |  | $         | 54,128     |  |  | $           | 15,083 |  |               | $ | 579        |        |  | $ | (15,210 | ) |  | $ | 54,580 | 
|                                     |                                 | Notes and other current receivables   |  |           | 35,203     |  |  |             | 4,410  |  |               |   | (5,135     | )      |  |   | (18,120 | ) |  |   | 16,358 | 
|                                     |                                 | Long-term notes and other receivables |  |           | 60,294     |  |  |             | 2,927  |  |               |   | 8,470      |        |  |   | (6,774  | ) |  |   | 64,917 | 




Note:




|    |  |                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------
|(A) |  | Write-off of uncollectible amounts and adjustments for business
    dispositions and reconfigurations
|   
|(B) |  | Purchase accounting and transfers among allowance accounts                                           

119



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##### Table of Contents



EXHIBIT INDEX


|        |         |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | ------- |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |      
|Number  |         |  | Title
|        |         |  |      
|        | 3.1(a)  |  |       | Amended and Restated Certificate of Incorporation of Dole Food
    Company, Inc. (incorporated by reference to Exhibit 3.1 to
    Doles Quarterly Report on Form 10-Q for the quarterly
    period ended March 22, 2003, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 3.1(b) |  |       | Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of January 12, 1988. Articles of Amendment to the
    Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of November 16, 1990, changed the companys
    name to Castle & Cooke Arizona, Inc. Articles of
    Amendment to the Articles of Incorporation of Castle &
    Cooke Arizona, Inc., dated as of December 21, 1995, changed
    the companys name to Calazo Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(c) |  |       | Articles of Incorporation of AG 1970, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1970, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(d) |  |       | Articles of Incorporation of AG 1971, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1971, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(e) |  |       | Articles of Incorporation of AG 1972, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1972, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(f) |  |       | Articles of Incorporation of Castle & Cooke Homes,
    Inc., dated as of February 10, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Homes, Inc., dated as of March 18, 1996, changed the
    companys name to Alyssum Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 3.1(g) |  |       | Articles of Incorporation of Barclay Hollander Curci, Inc.,
    dated as of February 28, 1969. Certificate of Amendment of
    Articles of Incorporation, dated as of February 1975, changed
    the companys name to Barclay Hollander Corporation.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of November 26, 1980.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of June 11, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(h) |  |       | Articles of Incorporation of Grandma Macs Orchard, dated
    as of August 27, 1976. Certificate of Amendment of Articles
    of Incorporation of Grandma Macs Orchard, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant, Inc., dated as of March 4,
    1988, changed the companys name to Dole Bakersfield, Inc.
    Certificate of Amendment of Articles of Incorporation of Dole
    Bakersfield, Inc., dated as of June 11, 1990. Agreement of
    Merger of Bud Antle, Inc. and Dole Bakersfield, Inc., dated as
    of December 18, 2000, changed the companys name to
    Bud Antle, Inc.                                                                                                                                                                                                                    
|        | 3.1(i) |  |       | Articles of Incorporation of Lake Anderson Corporation, dated as
    of June 26, 1964. Certificate of Amendment of Articles of
    Incorporation, dated as of November 12, 1971. Certificate
    of Amendment of Articles of Incorporation, dated as of
    August 28, 1972, changed the companys name to Oceanic
    California Inc. Certificate of Amendment of Articles of
    Incorporation, dated as of July 14, 1977. Certificate of
    Amendment of Articles of Incorporation of Oceanic California
    Inc., dated as of June 17, 1981. Certificate of Amendment
    of Articles of Incorporation of Oceanic California Inc., dated
    as of November 16, 1990, changed the companys name to
    Castle & Cooke California, Inc. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke California, Inc., dated as of December 21, 1995,
    changed the companys name to Calicahomes, Inc.
|        | 3.1(j) |  |       | Articles of Incorporation of California Polaris, Inc., dated as
    of April 6, 1979.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 3.1(k) |  |       | Articles of Incorporation of Dole ABPIK, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole ABPIK, Inc., dated as of December 13,
    1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 3.1(l) |  |       | Articles of Incorporation of Castle & Cooke Sierra
    Vista, Inc., dated as of June 8, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Sierra Vista, Inc., dated as of March 18, 1996,
    changed the companys name to Dole Arizona Dried Fruit and
    Nut Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 3.1(m) |  |       | Articles of Incorporation of CCJM, Inc., dated as of
    December 11, 1989. Certificate of Amendment of Articles of
    Incorporation of CCJM, Inc., dated as of September 9, 1991,
    changed the companys name to Dole Carrot Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



---



##### Table of Contents



|        |          |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -------- |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |      
|Number  |          |  | Title
|        |          |  |      
|        | 3.1(n)  |  |       | Articles of Incorporation of Miracle Fruit Company, dated as of
    September 12, 1979. Certificate of Amendment of Articles of
    Incorporation of Miracle Fruit Company, dated as of
    October 1, 1979, changed the companys name to Blue
    Goose Growers, Inc. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    June 11, 1990. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    February 15, 1991, changed the companys name to Dole
    Citrus.                                                                                                                                                                             
|        | 3.1(o)  |  |       | Articles of Incorporation of Dole DF&N, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole DF&N, Inc., dated as of
    December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(p)  |  |       | General Partnership Agreement of Dole Dried Fruit and Nut
    Company, a California general partnership, dated as of
    October 15, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 3.1(q)  |  |       | Articles of Incorporation of Canfield Farming Company, dated as
    of July 17, 1963. Certificate of Amendment of Articles of
    Incorporation of Canfield Farming Company, dated as of
    March 15, 1971, changed the companys name to Tenneco
    Farming Company. Certificate of Amendment of Articles of
    Incorporation of Tenneco Farming Company, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant Farming, Inc., dated as of
    April 25, 1988, changed the companys name to Dole
    Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Dole Farming, Inc., dated as of June 11,
    1990.
|        | 3.1(r)  |  |       | Articles of Incorporation of Castle & Cooke Fresh
    Vegetables, Inc., dated as of July 14, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Vegetables, Inc., dated as of December 13,
    1989. Certificate of Amendment of Articles of Incorporation of
    Castle & Cooke Fresh Vegetables, Inc., dated as of
    January 2, 1990, changed the companys name to Dole
    Fresh Vegetables, Inc.                                                                                                                                                                                                                                                                                                   
|        | 3.1(s)  |  |       | Restated Articles of Incorporation of T.M. Duche Nut Co., Inc.,
    dated as of October 15, 1986. Certificate of Amendment of
    Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as
    of November 14, 1986. Certificate of Amendment of Articles
    of Incorporation, dated as of April 20, 1988, changed the
    companys name to Dole Nut Company. Certificate of
    Amendment of Articles of Incorporation of Dole Nut Company,
    dated as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of Dole Nut Company, dated as of
    January 28, 1998, changed the companys name to Dole
    Orland, Inc.                                                                                      
|        | 3.1(t)  |  |       | Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 15, 1952. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of September 27, 2000, changed the companys name
    to Dole Visage, Inc.                                                                                                                                                                                                                                                                                                                                                                      
|        | 3.1(u)  |  |       | Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of November 25, 1975. Certificate of Amendment of
    Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of July 25, 1984, changed the companys name
    to E.T. Wall Company. Certificate of Amendment of Articles of
    Incorporation of E.T. Wall Company, dated as of June 11,
    1990.                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(v)  |  |       | Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of November 7, 1963. Certificate of Amendment of
    Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of December 13, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 3.1(w)  |  |       | Articles of Incorporation of The Citrus Company, dated as of
    February 1, 1984. Certificate of Amendment of Articles of
    Incorporation of The Citrus Company, dated as of
    February 16, 1984, changed the companys name to
    Fallbrook Citrus Company, Inc. Certificate of Amendment of
    Articles of Incorporation, dated as of March 15, 1994.
    Certificate of Amendment of Articles of Incorporation of
    Fallbrook Citrus Company, Inc., dated as of June 11, 1990.                                                                                                                                                                                                                                                         
|        | 3.1(x)  |  |       | Articles of Incorporation of Lindero Headquarters Company, Inc.,
    dated as of February 12, 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.1(y)  |  |       | Articles of Incorporation of Lindero Property, Inc., dated as of
    October 10, 1991.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 3.1(z)  |  |       | Articles of Incorporation of Oceanview Produce Company, dated as
    of June 15, 1989. Certificate of Amendment of Articles of
    Incorporation of Oceanview Produce Company, dated as of
    August 7, 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 3.1(aa) |  |       | Articles of Incorporation of Prairie Vista, Inc., dated as of
    November 23, 1953.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



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##### Table of Contents



|        |          |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | -------- |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |      
|Number  |          |  | Title
|        |          |  |      
|        | 3.1(ab) |  |       | Articles of Incorporation of Kingsize Packing Co., dated as of
    February 5, 1990. Certificate of Amendment of Articles of
    Incorporation of Kingsize Packing Co., dated as of
    March 30, 1990, changed the companys name to Royal
    Packing Co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 3.1(ac) |  |       | Articles of Incorporation of Trojan Transport Co., dated as of
    August 31, 1955. Certificate of Amendment of Articles of
    Incorporation of Trojan Transport Co., dated as of July 31,
    1956, changed the companys name to Trojan Transportation
    and Warehouse Co. Certificate of Amendment of Articles of
    Incorporation of Trojan Transportation Co., dated as of
    January 24, 1961, changed the companys name to
    Veltman Terminal Co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.1(ad) |  |       | Certificate of Incorporation of Bananera Antillana (Columbia),
    Inc., dated as of November 16, 1977.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 3.1(ae) |  |       | Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990. Certificate of Amendment of
    Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(af) |  |       | Certificate of Incorporation of Tenneco Sudan, Inc., dated as of
    June 8, 1977. Certificate of Amendment of Certificate of
    Incorporation of Tenneco Sudan, Inc., dated as of
    December 10, 1986, changed the companys name to
    Tenneco Realty Development Holding Corporation. Certificate of
    Amendment of Certificate of Incorporation of Tenneco Realty
    Development Holding Corporation, dated as of April 21,
    1988, changed the companys name to Oceanic California
    Realty Development Holding Corporation. Certificate of Amendment
    of Certificate of Incorporation of Oceanic California Realty
    Development Holding Corporation, dated as of November 16,
    1990, changed the companys name to Castle & Cooke
    Bakersfield Holdings, Inc. Certificate of Amendment of
    Certificate of Incorporation of Castle & Cooke
    Bakersfield Holdings, Inc., dated as of March 18, 1996,
    changed the companys name to Delphinium Corporation.
|        | 3.1(ag) |  |       | Certificate of Incorporation of Standard Banana Company, dated
    as of March 21, 1955. Certificate of Amendment of
    Certificate of Incorporation of Standard Banana Company, dated
    as of January 8, 1971, changed the companys name to
    Standard Fruit Sales Company. Certificate of Amendment of
    Certificate of Incorporation of Standard Fruit Sales Company,
    dated as of June 6, 1973, changed the companys name
    to Castle & Cooke Food Sales Company. Certificate of
    Amendment of Certificate of Incorporation of Castle &
    Cooke Food Sales Company, dated as of September 25, 1984,
    changed the companys name to Dole Europe Company.
    Certificate of Change of Location of Registered Office and of
    Registered Agent, dated as of April 18, 1988.                                                                                                                                                                                           
|        | 3.1(ah) |  |       | Certificate of Incorporation of Castle Aviation, Inc., dated as
    of June 25, 1987. Certificate of Amendment of Certificate
    of Incorporation of Castle Aviation, Inc., dated as of
    April 10, 1992, changed the companys name to Dole
    Foods Flight Operations, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(ai) |  |       | Certificate of Incorporation of Cut Flower Exchange, Inc., dated
    as of February 11, 1988. Certificate of Merger, dated as of
    July 31, 1991, changed the companys name Sunburst
    Farms, Inc. Certificate of Amendment of Certificate of
    Incorporation of Sunburst Farms, Inc., dated as of June 23,
    1999, changed the companys name to Dole Fresh Flowers, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 3.1(aj) |  |       | Certificate of Incorporation of Wenatchee-Beebe Orchard Company,
    dated as of November 7, 1927. Certificate of Ownership and
    Merger in Wenatchee-Beebe Orchard Company, dated as of
    June 23, 1943. Certificate of Amendment of Certificate of
    Incorporation of Wenatchee-Beebe Orchard Company, dated as of
    April 20, 1983, changed the companys name to Beebe
    Orchard Company. Certificate of Merger of Wells and Wade Fruit
    Company and Beebe Orchard Company, dated as of March 23,
    2001, changed the companys name to Dole Northwest, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 3.1(ak) |  |       | Certificate of Incorporation of Dole Sunburst Express, Inc.
    Certificate of Amendment of Certificate of Incorporation of Dole
    Sunburst Express, Inc., dated as of July 21, 1996, changed
    the companys name to Dole Sunfresh Express, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 3.1(al) |  |       | Certificate of Incorporation of Standard Fruit and Steamship
    Company, dated as of January 2, 1968.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(am) |  |       | Certificate of Incorporation of Standard Fruit Company, dated as
    of March 14, 1955. Certificate of Change of Location of
    Registered Office and of Registered Agent, dated as of
    April 18, 1988.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



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##### Table of Contents



|        |          |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -------- |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |      
|Number  |          |  | Title
|        |          |  |      
|        | 3.1(an) |  |       | Certificate of Incorporation of Produce America, Inc., dated as
    of June 24, 1982. Certificate of Amendment of Certificate
    of Incorporation Before Payment of Capital of Produce America,
    Inc., dated as of October 29, 1982, changed the
    companys name to CCFV, Inc. Certificate of Amendment of
    Certificate of Incorporation of CCFV, Inc., dated as of
    September 29, 1983, changed the companys name to Sun
    Country Produce, Inc.                                                                                                                  
|        | 3.1(ao) |  |       | Certificate of Incorporation of West Foods, Inc., dated as of
    March 9, 1973.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(ap) |  |       | Certificate of Incorporation of Cool Advantage, Inc., dated as
    of December 14, 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 3.1(aq) |  |       | Articles of Incorporation of Cool Care Consulting, Inc., dated
    as of September 16, 1986. Articles of Amendment of Cool
    Care Consulting, Inc., dated as of April 4, 1996, changed
    the companys name to Cool Care, Inc.                                                                                                                                                                                                                                                                                                                                                 
|        | 3.1(ar) |  |       | Articles of Incorporation of Flowernet, Inc., dated as of
    September 11, 1987.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(as) |  |       | Articles of Incorporation of Saw Grass Transport, Inc., dated as
    of June 24, 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 3.1(at) |  |       | Articles of Incorporation of Castle & Cooke Development
    Corporation, dated as of June 8, 1992. Articles of
    Amendment to Change Corporate Name, dated as of March 1,
    1993, changed the companys name to Castle & Cooke
    Communities, Inc. Articles of Amendment to Change Corporate
    Name, dated as of March 18, 1996, changed the
    companys name to Blue Anthurium, Inc.                                                                                                                                                                                    
|        | 3.1(au) |  |       | Articles of Incorporation of Dole Acquisition Corporation, dated
    as of October 13, 1994. Articles of Amendment to Change
    Corporate Name, dated as of January 10, 1995, changed the
    companys name to Castle & Cooke Homes, Inc.
    Articles of Amendment to Change Corporate Name, dated as of
    March 18, 1996, changed the companys name to
    Cerulean, Inc.                                                                                                                                                                                                   
|        | 3.1(av) |  |       | Articles of Incorporation of Castle & Cooke Land
    Company, Inc., dated as of March 8, 1990. Articles of
    Amendment to Change Corporate Name, dated as of May 7,
    1997, changed the companys name to Dole Diversified, Inc.                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(aw) |  |       | Articles of Association of Kohala Sugar Company, dated as of
    February 3, 1863. Articles of Amendment to Change Corporate
    Name, dated as of May 1, 1989, changed the companys
    name to Dole Land Company, Inc.                                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(ax) |  |       | Articles of Incorporation of Dole Packaged Foods Corporation,
    dated as of April 4, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(ay) |  |       | Articles of Association of Oceanic Properties, Inc., dated as of
    May 19, 1961. Articles of Amendment to Change Corporate
    Name, dated as of October 23, 1990, changed the
    companys name to Castle & Cooke Properties, Inc.
    Articles of Amendment, dated as of November 26, 1990.
    Articles of Amendment to Change Corporate Name, dated as of
    December 4, 1995, changed the companys name to
    La Petite dAgen, Inc.                                                                                                                                    
|        | 3.1(az) |  |       | Articles of Incorporation of Lanai Holdings, Inc., dated as of
    May 4, 1990. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of January 22, 1996, changed the
    companys name to Malaga Company, Inc.                                                                                                                                                                                                                                                                                                 
|        | 3.1(ba) |  |       | Articles of Incorporation of M K Development, Inc., dated as of
    February 26, 1988. Articles of Amendment, dated as of
    November 26, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.1(bb) |  |       | Articles of Incorporation of Mililani Town, Inc., dated as of
    December 29, 1966. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, December 24, 1990, changed the
    companys name to Castle & Cooke Residential, Inc.
    Articles of Amendment to Change Corporate Name, dated as of
    October 21, 1993, changed the companys name to
    Castle & Cooke Homes Hawaii, Inc. Articles of Amendment
    to Change Corporate Name, dated as of December 4, 1995,
    changed the companys name to Muscat, Inc.
|        | 3.1(bc) |  |       | Articles of Incorporation of Oahu Transport Company, Limited,
    dated as of April 15, 1947. Articles of Amendment, dated as
    of July 24, 1987. Articles of Amendment, dated as of May
    1997                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.1(bd) |  |       | Articles of Incorporation of Wahiawa Water Company, Inc., dated
    as of June 24, 1975.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 3.1(be) |  |       | Articles of Incorporation of Waialua Sugar Company, Inc., dated
    as of January 12, 1968. Certificate of Amendment, dated as
    of January 24, 1986                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 3.1(bf) |  |       | Certificate of Incorporation of Lanai Company, Inc., dated as of
    June 15, 1970. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of December 4, 1995, changed the
    companys name to Zante Currant, Inc.                                                                                                                                                                                                                                                                                              



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##### Table of Contents



|        |          |     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | -------- | --- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |     |      
|Number  |          |     | Title
|        |          |     |      
|        | 3.1(bg) |     |       | Articles of Incorporation of Diversified Imports Co., dated as
    of December 1, 1987.                                                                                                                                                                                                                                                                                                                                          
|        | 3.1(bh) |     |       | Articles of Incorporation of Dole Assets, Inc., dated as of
    September 9, 1997.                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(bi) |     |       | Articles of Incorporation of Dole Fresh Fruit Company, dated as
    of September 12, 1985.                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(bj) |     |       | Articles of Incorporation of Castle & Cooke Fresh
    Fruit, Inc., dated as of October 27, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Fruit Company, dated as of May 9, 1997, changed
    the companys name to Dole Holdings Inc.                                                                                                                                              
|        | 3.1(bk) |     |       | Articles of Incorporation of Dole Logistics Services, Inc.,
    dated as of February 4, 1993.                                                                                                                                                                                                                                                                                                                                    
|        | 3.1(bl) |     |       | Articles of Incorporation of Dole Ocean Cargo Express, Inc.,
    dated as of July 8, 1999.                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(bm) |     |       | Articles of Incorporation of Dole Ocean Liner Express, Inc.,
    dated as of June 3, 1993.                                                                                                                                                                                                                                                                                                                                       
|        | 3.1(bn) |     |       | Articles of Incorporation of Renaissance Capital Corporation,
    dated as of July 28, 1995.                                                                                                                                                                                                                                                                                                                                     
|        | 3.1(bo) |     |       | Certificate of Incorporation of Sun Giant, Inc., dated as of
    December 8, 1987.                                                                                                                                                                                                                                                                                                                                               
|        | 3.1(bp) |     |       | Certificate of Incorporation of Miradero Fishing Company, Inc.,
    dated as of August 9, 1971.                                                                                                                                                                                                                                                                                                                                  
|        | 3.1(bq) |     |       | Articles of Incorporation of DNW Services Company, dated as of
    June 4, 1998.                                                                                                                                                                                                                                                                                                                                                 
|        | 3.1(br) |     |       | Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 1995.                                                                                                                                                                                                                                                                                                                                         
|        | 3.1(bs) |     |       | Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated
    as of July 28, 1959. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    May 26, 1972. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    August 30, 1973. Amendment to Articles of Incorporation,
    dated as of June 25, 1976.                        
|        | 3.2      | (a) |       | By-Laws of Dole Food Company, Inc. (incorporated by reference to
    Exhibit 3.2 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 22,
    2003, File No. 1-4455).                                                                                                                                                                                                                                
|        | 3.2(b)  |     |       | Form of By-Laws of the Additional Registrants.                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4.1      |     |       | Indenture, dated as of July 15, 1993, between Dole and
    Chase Manhattan Bank and Trust Company (formerly Chemical Trust
    Company of California) (incorporated by reference to
    Exhibit 4.6 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).                                                                                                             
|        | 4.2      |     |       | First Supplemental Indenture, dated as of April 30, 2002,
    between Dole and J.P. Morgan Trust Company, National
    Association, to the Indenture dated as of July 15, 1993,
    pursuant to which $400 million of Doles senior notes
    due 2009 were issued (incorporated by reference to
    Exhibit 4.9 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).
|        | 4.3      |     |       | Officers Certificate, dated August 3, 1993, pursuant
    to which $175 million of Doles debentures due 2013
    were issued (incorporated by reference to Exhibit 4.3 to
    Doles Annual Report on Form 10-K for the fiscal year
    ended January 2, 1999, File No. 1-4455).                                                                                                                                                
|        | 4.4      |     |       | Second Supplemental Indenture, dated as of March 28, 2003,
    between Dole and Wells Fargo Bank, National Association
    (successor trustee to J.P. Morgan Trust Company), to the
    Indenture dated as of July 15, 1993 (incorporated by
    reference to Exhibit 4.10 to Doles Current Report on
    Form 8-K, event date April 4, 2003, File
    No. 1-4455).                                                             
|        | 4.5     |     |       | Agreement of Removal, Appointment and Acceptance, dated as of
    March 28, 2003, by and among Dole, J.P. Morgan Trust
    Company, National Association, successor in interest to Chemical
    Trust Company of California, as Prior Trustee, and Wells Fargo
    Bank, National Association.                                                                                                                                   
|        | 4.6     |     |       | Third Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.                                                                                                                                                                                                                 
|        | 4.7      |     |       | Indenture, dated as of March 28, 2003, by and among Dole,
    the guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $475 million of
    Doles
    87/8% senior
    notes due 2011 were issued (incorporated by reference to
    Exhibit 4.10 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 22,
    2003, File No. 1-4455).          
|        | 4.8     |     |       | First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.                                                                                                                                                                                                                 



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##### Table of Contents



|        |       |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ----- |  | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |      
|Number  |       |  | Title
|        |       |  |      
|        | 4.9   |  |       | Form of Global Note and Guarantee for Doles new
    87/8% senior
    notes due 2011 (included as Exhibit B to
    Exhibit Number 4.7 hereto).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 4.11 |  |       | Indenture, dated as of May 29, 2003, by and among Dole, the
    guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $400 million of
    Doles
    71/4% senior
    notes due 2010 were issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 4.12 |  |       | First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 4.13  |  |       | Form of Global Note and Guarantee for Doles
    71/4% senior
    notes due 2010 (included as Exhibit A to
    Exhibit Number 4.11 hereto).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 4.14  |  |       | Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement, dated as of February 1, 1999, between
    Dole and The Northern Trust Company (incorporated by reference
    to Exhibit 4.7 to Doles Annual Report on
    Form 10-K for the fiscal year ended January 2, 1999,
    File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.1  |  |       | Credit Agreement, dated as of March 28, 2003, by and among
    Dole and Solvest, Ltd., as borrowers, the Lenders from time to
    time party to the Credit Agreement, Deutsche Bank AG New York
    Branch, as Administrative Agent, The Bank of Nova Scotia and
    Banc of America Securities LLC, as Co- Syndication Agents, Fleet
    National Bank and Societe Generale, as Co-Documentation Agents
    and Deutsche Bank Securities Inc., The Bank of Nova Scotia and
    Banc of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, the First Amendment, dated as of May 29, 2003, the
    Second Amendment,dated as of September 24, 2003 and the
    Third Amendment, dated as of November 21, 2003
    (incorporated by reference to Exhibit 10.1 to Doles
    Current Report on Form 8-K dated November 21, 2003,
    File No. 1-4455).
|        | 10.2  |  |       | Doles Supplementary Executive Retirement Plan, effective
    January 1, 1989, First Restatement (incorporated by
    reference to Exhibit 10(c) to Doles Annual Report on
    Form 10-K for the fiscal year ended December 29, 1990,
    File No. 1-4455). This Plan was amended on March 22,
    2001 (the March 22, 2001 amendments are incorporated by
    reference to Exhibit 10.10 to Doles Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000,
    File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                
|        | 10.3  |  |       | Doles Executive Deferred Compensation Plan (incorporated
    by reference to Exhibit 10.9 to Doles Annual Report
    on Form 10-K for the fiscal year ended December 31,
    1994, File No. 1-4455). This Plan was amended on
    March 22, 2001 (the March 22, 2001 amendments are
    incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 10.4  |  |       | Doles 1996 Non-Employee Directors Deferred Stock and Cash
    Compensation Plan, as amended effective October 9, 1998
    (incorporated by reference to Exhibit 10 to Doles
    Quarterly Report on Form 10-Q for the fiscal quarter ended
    October 10, 1998, File No. 1-4455). This Plan was
    amended on March 22, 2001 (the March 22, 2001
    amendments are incorporated by reference to Exhibit 10.10
    to Doles Annual Report on Form 10-K for the fiscal
    year ended December 30, 2000, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                        
|        | 10.5  |  |       | Consulting Agreement, dated as of December 28, 2001,
    between Dole and David A. DeLorenzo (incorporated by reference
    to Exhibit 10.12 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 10.6  |  |       | Schedule of executive officers having Form 1 Change of
    Control Agreement (incorporated by reference to
    Exhibit 10.7 to Doles Current Report on Form 8-K
    dated February 4, 2005, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 10.7  |  |       | Form 1 Change of Control Agreement (incorporated by
    reference to Exhibit 10.14 to Doles Quarterly Report
    on Form 10-Q for the quarterly period ended March 23,
    2002, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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##### Table of Contents



|        |        |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ------ |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |  |      
|Number  |        |  | Title
|        |        |  |      
|        | 10.8   |  |       | Fourth Amendment, dated as of February 27, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co-Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended (incorporated by reference to
    Exhibit 10.9 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 27,
    2004, File No. 1-4455).
|        | 10.9   |  |       | Fifth Amendment, dated as of May 17, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co- Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended (incorporated by reference to
    Exhibit 10.10 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended June 19,
    2004, File No. 1-4455).     
|        | 10.10  |  |       | Sixth Amendment, dated as of July 20, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co- Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended (incorporated by reference to
    Exhibit 10.11 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended June 19,
    2004, File No. 1-4455).    
|        | 10.11* |  |       | Seventh Amendment, dated as of December 20, 2004, to Credit
    Agreement, dated as of March 28, 2003, by and among Dole
    and Solvest, Ltd., as borrowers, the Lenders from time to time
    party to the Credit Agreement, Deutsche Bank AG New York Branch,
    as Administrative Agent, The Bank of Nova Scotia and Banc of
    America Securities LLC, as Co-Syndication Agents, Fleet National
    Bank and Societe Generale, as Co- Documentation Agents and
    Deutsche Bank Securities Inc., The Bank of Nova Scotia and Banc
    of America Securities LLC, as Joint Lead Arrangers and Book
    Runners, as amended).                                                                                                                                                            
|        | 12*    |  |       | Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 21*    |  |       | Subsidiaries of Dole Food Company, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 23*    |  |       | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 31.1*  |  |       | Certification by the Chairman and Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 31.2*  |  |       | Certification by the Vice President and Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 32.1** |  |       | Certification by the Chairman and Chief Executive Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 32.2** |  |       | Certification by the Vice President and Chief Financial Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         






|  |                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on Form S-4,
    filed with the Commission on June 25, 2004, File
    No. 333-106493



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



|   |                   
|-- | ------------------
|** | Furnished herewith