##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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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 3,
    2004                                               
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from          to                                              

Commission File Number 1-4455



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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                                     



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

None


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

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any
amendments to this Form 10-K.
o

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

The approximate aggregate market value of voting
and non-voting stock held by non-affiliates of the registrant
was $0 as of the last business day of the registrants most
recently completed second fiscal quarter.

The number of shares of Common Stock outstanding
as of March 17, 2004 was 1,000.

DOCUMENTS INCORPORATED BY REFERENCE

None




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DOLE FOOD COMPANY, INC.

FORM 10-K

Fiscal Year Ended January 3,
2004


TABLE OF CONTENTS

|             |  |                                                                                           |     |      |     |  |  | 
|------------ |  | ----------------------------------------------------------------------------------------- | --- | ---- | --- |  |  | 
|Item Number  |  |                                                                                           |     |     
|In Form 10-K |  |                                                                                           |     | Page
|             |  |                                                                                           |     |     
|PART I      
|1.           |  | Business                                                                                  |     |      | 2   | 
|2.           |  | Properties                                                                                |     |      | 17  | 
|3.           |  | Legal Proceedings                                                                         |     |      | 19  | 
|4.           |  | Submission of Matters to a
    Vote of Security Holders                                   |     |      | 21  | 
|PART II     
|5.           |  | Market for Registrants
    Common Equity and Related Shareholder Matters                 |     |      | 21  | 
|6.           |  | Selected Financial Data                                                                   |     |      | 22  | 
|7.           |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |     |      | 23  | 
|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  |     |      | 94  | 
|9A.          |  | Controls and Procedures                                                                   |     |      | 94  | 
|PART III    
|10.          |  | Directors and Executive
    Officers of the Registrant                                    |     |      | 94  | 
|11.          |  | Executive Compensation                                                                    |     |      | 96  | 
|12.          |  | Security Ownership of
    Certain Beneficial Owners and Management                        |     |      | 108 | 
|13.          |  | Certain Relationships and
    Related Transactions                                        |     |      | 108 | 
|14.          |  | Principal Accounting Firm
    Fees and Services                                           |     |      | 110 | 
|PART IV     
|15.          |  | Exhibits, Financial
    Statement Schedules and Reports on Form 8-K                       |     |      | 111 | 
|Signatures   |  |                                                                                           | 119 |     
|EXHIBIT 10.7
|EXHIBIT 12  
|EXHIBIT 21  
|EXHIBIT 23  
|EXHIBIT 31.1
|EXHIBIT 31.2
|EXHIBIT 32.1
|EXHIBIT 32.2



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PART I






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

Dole Food Company, Inc. was founded in
Hawaii in 1851 and was incorporated under the laws of Hawaii in
1894. Dole reincorporated as a Delaware corporation in July
2001. Unless the context otherwise requires, Dole Food
Company, Inc. and its consolidated subsidiaries are
referred to herein as the Company, Dole,
our and we.

Doles principal executive offices are
located at One Dole Drive, Westlake Village, California 91362,
telephone (818) 874-4000. During fiscal year 2003, we had,
on average, approximately 36,000 full-time permanent
employees and 23,000 full-time seasonal or temporary
employees, worldwide. Dole is the worlds largest producer
and marketer of high-quality fresh fruit, fresh vegetables and
fresh-cut flowers, markets a growing line of packaged foods and
is a produce industry leader in nutrition education. Our website
address is www.dole.com. Since we have only one stockholder and
since our debt securities are not listed or traded on any
exchange, we do not make available free of charge, on or through
our website, electronically or through paper copies our annual
report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, or any amendments to those
reports.

Doles operations are described below. For
detailed financial information with respect to Doles
business and its operations, see Doles Consolidated
Financial Statements and the related Notes to Consolidated
Financial Statements, which are included in this report.

Overview

We are the worlds largest producer of fresh
fruit, fresh vegetables and fresh-cut flowers, and we market a
growing line of value-added products. We are one of the
worlds largest producers of bananas and pineapples, a
leading marketer of citrus and table grapes worldwide and an
industry leader in packaged fruit products, ready-to-eat salads
and vegetables. Our most significant products hold the
number 1 or number 2 positions in the respective markets in
which we compete. For the fiscal year ended January 3,
2004, we generated revenues of approximately $4.8 billion.

We provide wholesale, retail and institutional
customers around the world with high quality food products that
bear the DOLE® trademarks. The DOLE brand was introduced in
1933 and we believe it is one of the most recognized for fresh
and packaged produce in the United States as evidenced by our
42% unaided consumer brand awareness, twice that of our nearest
competitor, according to C.A. Walker and Associates. We utilize
product quality, food safety, brand recognition, competitive
pricing, customer service and consumer marketing programs to
enhance our position within the food industry. Consumer and
institutional recognition of the DOLE trademarks and related
brands and the association of these brands with high quality
food products contribute significantly to our leading positions
in the markets that we serve.

We source or sell over 200 products in more than
90 countries. Our fully-integrated operations include
sourcing, growing, processing, distributing and marketing our
products. Our products are produced both directly on Dole-owned
or leased land and through associated producer and independent
grower arrangements under which we provide varying degrees of
farming, harvesting, packing, storing, shipping, stevedoring and
marketing services.

Industry

The worldwide fresh produce industry is
characterized by consistent underlying demand and favorable
growth dynamics. In recent years, the market for fresh produce
has grown at a rate above population growth, supported by
ongoing trends including greater consumer demand for healthy,
fresh and convenient foods, increased retailer square footage
devoted to produce, and increased emphasis on fresh produce as a
differentiating factor in attracting customers. According to the
Food and Agriculture Organization, worldwide produce production
grew 3.6% per annum from 814 million metric tons in
1990 to an estimated 1,244 million in 2002. Total wholesale
fresh produce sales in the United States surpassed
$80 billion in 2001, up from

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approximately $35 billion in 1987,
representing a 6.1% compounded annual growth rate. In the US,
wholesale fresh produce sales are split roughly evenly between
the retail and foodservice channels.


Health conscious consumers are driving much of
the growth in demand for fresh produce. Over the past
20 years, the benefits of natural, preservative free foods
have become an increasingly prominent element of the public
dialogue on health and nutrition. As a result, consumption of
fresh fruit and vegetables has increased markedly. According to
the USDA, Americans consumed 54 more pounds of fresh fruit and
vegetables per capita in 2000 than they did in 1986.
Time-starved consumers are also demonstrating continued demand
for convenient, ready to eat products. Food manufacturers have
responded with new product introductions and packaging
innovations in segments such as bagged baby carrots and
ready-to-eat salads, contributing to industry growth. For
example, the US market for fresh-cut produce has increased
from an estimated $3 billion in 1994 to an estimated
$11 billion in 2000. According to the International Fresh
Cut Produce Association, growth in the fresh cut produce market
is forecasted to continue at a compound annual rate of 6.4%,
reaching approximately $15 billion by 2005.

Retail consolidation and the growing importance
of food to mass merchandisers are major factors affecting the
food manufacturing and fresh produce industries. As food
retailers have grown and expanded, they have sought to increase
profitability through value-added product offerings and in-store
services. As fresh produce has become a strategic focus,
retailers have expanded square footage dedicated to produce
departments by almost 7% per annum between 1994 and 1999.
This development has led to an increase in produce sales as a
percentage of total supermarket sales, from 8.8% in 1987 to 9.8%
in 2001, according to the Food Marketing Institute. The fresh
produce category is also attractive to retailers due to its
higher margins. According to the USDAs Agriculture
Information Bulletin No. 758, gross margins for the produce
department were 33% compared to a 26% average for the entire
store in 1997. Fully integrated produce companies, such as Dole,
are well positioned to meet the needs of large retailers through
the delivery of consistent, high quality produce, reliable
service, competitive pricing and innovative products.
Established produce companies have sought to strengthen
relationships with leading retailers through value-added
services such as banana ripening and distribution, category
management, branding initiatives and establishment of long term
supply agreements.

Competitive Strengths

Our competitive strengths have contributed to our
strong historical operating performance and should enable us to
capitalize on future growth opportunities:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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
    global bananas, winter fruits exported from Chile, and in North
    American iceberg lettuce, celery, cauliflower, ready-to-eat
    salads and packaged fruit products, including our line of
    plastic fruit cups called FRUIT BOWLS® and FRUIT-N-GEL
    BOWLSTM. 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.

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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 approximately
    120,000 acres of land worldwide, over 50 processing,
    ripening and distribution centers, and the largest dedicated
    refrigerated containerized shipping fleet in the world,
    comprising 21 ships and approximately
    10,800 refrigerated containers. The investments in our
    infrastructure should allow for continued growth without the
    need for sizable capital expenditures 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
    20 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 2003. 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 restructuring and improvement initiatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Business Strategy

Key elements of our strategy include:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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-N-GEL
    BOWLS. 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-N-GEL BOWLS. 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
    North American fresh vegetables and packaged foods businesses,
    where value-added products now account for approximately 58% and
    25% 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.                                                      

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Business Segments

We have four business segments: fresh fruit,
fresh vegetables, packaged foods and fresh cut flowers. The
fresh fruit segment contains several operating divisions that
produce and market fresh fruit to wholesale, retail and
institutional customers worldwide. The fresh vegetables segment
contains two operating divisions that produce and market
commodity and fresh-cut vegetables to wholesale, retail and
institutional customers primarily in North America, Europe and
Asia. The packaged foods segment contains several operating
divisions that produce and market packaged foods including
fruit, juices and snack foods. Our fresh-cut flowers segment
sources, imports and markets fresh-cut flowers, grown mainly in
Colombia and Ecuador, primarily to wholesale florists and retail
grocers in the United States. For financial information on the
four business segments, see Item 7, Managements
Discussion and Analysis of Financial Condition and Results of
Operations  Segment Results of Operations, and
Item 8, Financial Statements and Supplementary Data,
Note 16  Business Segments, in this
Form 10-K.

Fresh Fruit

Our fresh fruit business segment has four primary
operating divisions: bananas, fresh pineapple, European
Ripening & Distribution and Dole Chile. We believe that
we are the industry leader in growing, sourcing, shipping and
distributing consistently high-quality fresh fruit. The fresh
fruit business segment represented approximately 66% of 2003
total revenues of the four segments.



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

We are the worlds largest producer of
bananas, growing and selling more than 120 million boxes of
bananas annually. We sell most of our bananas under the DOLE
brand. We primarily sell bananas to customers in North America,
Europe and Asia. We are the number one brand of bananas in both
North America (an approximate 34% market share) and Japan (an
approximate 28% market share) and the number two brand in Europe
(an approximate 17% market share). In Latin America, our bananas
are primarily sourced in Honduras, Costa Rica, Ecuador,
Colombia, Guatemala and Peru and grown on approximately
33,000 acres of company-owned farms and approximately
67,000 acres of independent producers farms. Bananas
produced by us in Latin America are shipped primarily to North
America and Europe on our refrigerated and containerized
shipping fleet. In Asia, we source our bananas primarily in the
Philippines. Bananas accounted for approximately 43% of our
fresh fruit business segment revenues in 2003.

Consistent with our strategy to focus on
value-added products, we have continued to expand our focus on
higher margin, niche bananas. While the traditional
green bananas still comprise the majority of our
banana sales, we have successfully introduced niche bananas such
as organic, low chemical and sweet bananas. We have found that
organic produce is a growing category in North America and
Europe and there is a strong demand for low chemical and sweet
bananas in Asia. We have also improved the profitability of our
banana business by focusing on profitable customer relationships
and markets.

While bananas are sold year round, there is a
seasonal aspect to the banana business. Banana prices and
volumes are typically higher in the first and second calendar
quarters before there is increased competition from summer
fruits. Approximately 80% of our total retail volume in North
America is under contract. The contracts are typically one year
in duration and help to insulate us from fluctuations in the
banana spot market.



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

Our European Ripening & Distribution
business distributes DOLE and non-DOLE branded fresh produce in
Europe. This business operates 48 sales and distribution
centers in nine countries, predominantly in Western Europe. This
is a value-added business for us since European retailers
generally do not self-distribute or self-ripen. This business
assists us in firmly establishing customer relationships in
Europe. We own 60% of Saba Trading AB in Sweden. Saba is
Scandinavias leading importer and distributor of fruit,
vegetables and flowers, with imports from more than 60
countries. European Ripening & Distribution accounted
for approximately 36% of our fresh fruit business segments
revenues in 2003.

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

We are the number two global producer of fresh
pineapples, growing and selling more than 20 million boxes
annually. We sell our pineapples globally and source them from
company operated farms and independent growers in Latin America,
Hawaii, the Philippines and Thailand. We produce and sell two
principal types of pineapples: the Champaka (or green) pineapple
and the sweet yellow pineapple. The Champaka pineapple, which
traditionally had been the most widely available type of
pineapple, is primarily sold to the foodservice sector and is
also used in our packaged products. The sweet yellow pineapple
was introduced in 1999 under the DOLE PREMIUM SELECT®
label, we also market a substantial portion of this fruit under
the DOLE TROPICAL GOLD® label. The sweet yellow pineapple
sells for a higher price than the Champaka, which translates
into a higher margin for us and our customers. Our sweet yellow
pineapple has had excellent market acceptance. Unit volume grew
by 68% in 2003 as compared with 2002. Our primary competition in
fresh pineapples is Fresh Del Monte. Pineapples accounted for
approximately 8% of our fresh fruit business segments
revenues in 2003. In December 2003, Dole acquired land and other
assets in Costa Rica from an affiliate of Maui Land and
Pineapple Co. This acquisition should help us expand our
production and marketing of the DOLE TROPICAL GOLD sweet
pineapple in 2004.



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

We began our Chilean operations in 1982 and have
grown to become the largest exporter of Chilean fruit. We export
grapes, apples, pears, stone fruit (e.g., peaches and plums) and
kiwifruit from approximately 4,075 company-owned and 29,000
contracted acres. The weather and geographic features of Chile
are similar to those of the Western United States, with opposite
seasons. Accordingly, Chiles harvest is counter-seasonal
to that in the Northern hemisphere, offsetting the seasonality
in our other fresh fruit. We primarily export Chilean fruit to
North America, Latin America and Europe. Our Dole Chile business
division accounted for approximately 7% of our fresh fruit
business segments revenues in 2003.

Fresh Vegetables

Our fresh vegetables business segment operates
under two divisions: commodity and value-added. We source our
fresh vegetables from company-owned and contracted farms. To
satisfy the increasing demand for our products, we have
continued to expand production and distribution capabilities of
our fresh vegetables segment. We have recently completed
expansion projects at our Springfield, Ohio and Yuma, Arizona
ready-to-eat salad and vegetable facilities. Our Yuma production
facility transitioned from a five-month seasonal operation to a
year-round production operation in the fall of 2002 to
accommodate growth in this segment. Under our arrangements with
independent growers, we purchase fresh produce at the time of
harvest and are generally responsible for harvesting, packing
and shipping the product to our central cooling and distribution
facilities. We have continued to focus on our value-added
products, which now account for more than 52% of revenues for
this segment. The fresh vegetables business segment accounted
for approximately 18% of 2003 total revenues of the four
segments.



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

We source, harvest, cool, distribute and market
more than 20 different types of fresh vegetables, including
iceberg lettuce, red and green leaf lettuce, romaine lettuce,
butter lettuce, celery, cauliflower, broccoli, carrots, brussels
sprouts, green onions, asparagus, snow peas and artichokes. We
sell our commodity vegetable products primarily in North
America, Asia and, to a lesser extent, Western Europe. In North
America, we are the number one provider of lettuce, celery and
cauliflower. Our primary competitors in this category include:
Tanimura & Antle, Nunes, Growers Vegetable Express,
Mann Packing and Ocean Mist.



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

Our value-added vegetable products include
ready-to-eat salads, bagged baby carrots, broccoli florets, and
cauliflower florets. Our unit market share of the ready-to-eat
salads category reported by A.C. Nielsen was approximately
39.5% for the 12-week period ended December 27, 2003. The
ready-to-eat salad category in the

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U.S. experienced a compound annual growth
rate of approximately 21% from 1994 through 2003, reflecting the
consumers increasing preference for convenience and
healthy eating, with higher growth rates in the earlier years,
and is currently expected to be approximately 4%, reflecting
household penetration getting closer to its maximum. Our
value-added products typically have more stable margins than
commodity vegetables, thereby helping to reduce our exposure to
commodity price fluctuations. New product development continues
to be a key driver in the growth of this segment. Our primary
competitor in this segment is Fresh Express, a subsidiary of
Performance Food Group Company.


Packaged Foods

Our packaged food segment produces canned
pineapple, canned pineapple juice, fruit juice concentrate and
fruit in plastic cups, jars and pouches. All of our significant
packaged food products hold the number one market position in
North America. We continue to dominate the plastic fruit cup
category with six of the top ten items in this category. Fruit
for our packaged food products is sourced primarily in the
Philippines, Thailand and the United States and packed in our
three Asian canneries, two in Thailand and one in the
Philippines. We have continued to focus on our value-added
packaged food products which now account for approximately 29%
of the segments revenues.

Our FRUIT BOWLS products were introduced in 1998
and continue to exceed our volume and share expectations. The
trend towards convenience and healthy snacking has been
responsible for the explosive growth in the plastic fruit cup
category. The plastic fruit cup category is now larger than the
apple sauce cup and gelatin cup categories. In an effort to keep
up with this demand, we have made significant investments in our
Asian canneries. We have significantly increased our FRUIT BOWL
capacity in the past four years. We are now able to produce
approximately 600 million bowls annually. These investments
should ensure our position as an industry innovator and low cost
producer. We are now producing more plastic cups than
traditional cans. In April 2003, Dole introduced fruit in a
24.5 oz. plastic jar. This growing business achieved a 28%
market share during the fourth quarter of 2003.

With a broader line of convenience-oriented
products, we are gaining expanded distribution in non-grocery
channels. These channels are growing faster than the grocery
channel and the cost of gaining new distribution in them is
lower. We have gained significant new distribution in these
alternative channels, including an increasingly strong
No. 1 presence in the club store snack cup business.

Our packaged foods segment accounted for
approximately 12% of 2003 revenues of the four segments.

Fresh-Cut Flowers

We entered the fresh-cut flowers business in 1998
and are now the largest producer of fresh flowers in Latin
America with over 90% of our Latin American flowers shipped into
North America. Our products include over 800 varieties of
fresh-cut flowers such as roses, carnations and alstroemeria.
The fresh-cut flowers business fits our core competencies
including



| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | 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.                               

We are the only flower importer with guaranteed
daily deliveries by air. Immediately after harvesting, our
flowers are flown to our Miami facility where temperatures are
maintained within one-half degree of required levels in all
warehouse and production operations. Maintaining the cold chain
enables us to deliver the freshest and healthiest flowers to the
market.

In December 2001, in an effort to increase
efficiencies and reduce costs, we consolidated our fresh-cut
flowers operations, previously housed in seven separate
buildings, into a new worldwide headquarters facility in Miami,
Florida. A new management team assumed responsibility for the
fresh-cut flower business in 2002.

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The new management team has recently implemented
initiatives to reduce costs, improve customer profitability and
improve demand planning. The customer profitability initiatives
included SKU rationalization, customer rationalization and, most
importantly, a new strategic focus on the retail grocery
channel. In the fresh-cut flowers business, the retail grocery
channel is a higher margin market that exhibits less seasonality
than the wholesale market. The emphasis on demand planning has
given the fresh cut flowers segment a sales and market focus
instead of a production focus. Our fresh-cut flowers segment
accounted for approximately 4% of 2003 revenues of the four
segments.


Global Logistics

We have significant owned and operated food
sourcing and related operations in Chile, Colombia, Costa Rica,
Ecuador, Guatemala, Honduras, the Philippines, Thailand and the
United States. We also source food products in Algeria,
Argentina, Australia, Brazil, Cameroon, China, Greece, Italy,
Ivory Coast, Mexico, New Zealand, Peru, South Africa, South
Korea, Spain, Syria, Tunisia and Turkey. Significant volumes of
Doles fresh fruit and packaged products are marketed in
Canada, Western Europe, Japan and the United States, with lesser
volumes marketed in Australia, China, Hong Kong, New Zealand,
South Korea, and certain other countries in Asia, Eastern
Europe, Scandinavia, the Middle East and Central and South
America.

The produce which we distribute internationally
is transported primarily by 21 owned or leased ocean-going
vessels. We ship our tropical fruit in owned or chartered
refrigerated vessels. All of our tropical fruit shipments into
the North American and core European markets are delivered using
pallets or containers. This increases efficiency and minimizes
damage to the product from handling. Most of the vessels are
equipped with controlled atmosphere technology, which improves
product quality. Backhauling services, transporting
third-party cargo primarily from North America and Europe to
Latin America, reduce net transportation costs. We use vessels
that are both owned or controlled under long-term leases, as
well as vessels chartered under contracts which typically last
one year. In addition, our fresh cut flowers are transported via
chartered flights.

Customers

Our top 10 customers in 2003 accounted for
approximately 27% of total sales. No one customer accounted for
more than 5% of total 2003 sales. Our customer base is highly
diversified, both geographically and in terms of product mix.
Each of our segments largest customers accounted for less
than 23% of that segments revenues. Our largest customers
are leading global and regional mass merchandisers and
supermarkets in North America, Europe and Asia.

Sales and Marketing

We sell and distribute our fruit and vegetable
products through a network of fresh produce operations in North
America, Europe and Asia. Some of these operations involve the
sourcing, distribution and marketing of fresh fruits and
vegetables while others involve only distribution and marketing.
We have regional sales organizations to service major retail and
wholesale customers. We also use the services of brokers in
certain regions, primarily for sales of packaged foods and
ready-to-eat salads. Retail customers include large chain stores
with which Dole enters into product and service contracts,
typically for a one or two-year term. Wholesale customers
include large distributors in North America, Europe and Asia. We
use consumer advertising and promotion support, together with
trade spending, to support awareness of new items to maintain
and grow our exceptional brand awareness, as well as to increase
nutrition and health awareness.

Competition

The global fresh and packaged produce markets are
intensely competitive, and are generally dominated by a small
number of global producers and filled out with independent
growers, packers and middlemen. Our large, international
competitors are Chiquita, Fresh Del Monte Produce and Del Monte
Foods. In certain

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product lines, such as packaged salads, we
compete with smaller national producers, such as Fresh Express.
In fresh vegetables, a limited number of grower shippers in the
US and Mexico supply a significant portion of the US market,
with numerous smaller independent distributors also competing.
We also face competition from grower cooperatives and foreign
government sponsored producers. Competition in the various
markets in which we operate is based on reliability of supply,
product quality, brand recognition and perception, price and the
ability to satisfy changing customer preferences through
innovative product offerings.


Employees

During fiscal year 2003, we had on average
approximately 36,000 full-time permanent employees and
23,000 full-time seasonal or temporary employees,
worldwide. This represents an increased work force from 2002 due
largely to increased employment in Asia. Approximately 46% of
our employees work under collective bargaining agreements, some
of which expire in 2004, subject to automatic renewals unless a
notice of non-extension is given by us or the union. We have not
received any notice yet that a union intends not to extend a
collective bargaining agreement. We believe our relations with
our employees are generally good.

Research and Development

Our research and development programs concentrate
on sustaining the productivity of our agricultural lands, food
safety, product quality of existing products and the development
of new value-added products, as well as agricultural research
and packaging design. Agricultural research is directed toward
sustaining and improving product yields and product quality by
examining and improving agricultural practices in all phases of
production (such as development of specifically adapted plant
varieties, land preparation, fertilization, cultural practices,
pest and disease control, post-harvesting, handling, packing and
shipping procedures), and includes onsite technical services and
the implementation and monitoring of recommended agricultural
practices. Research efforts are also directed towards integrated
pest management and biological pest control. Specialized
machinery is developed for various phases of agricultural
production and packaging that reduces labor costs, improves
productivity and efficiency and increases product quality.
Agricultural research is conducted at field facilities primarily
in California, Hawaii, Latin America and Asia. We also sponsor
research related to environmental improvements and the
protection of worker and community health. The aggregate amounts
we spent on research and development in each of the last three
years have not been material in any of such years.

Trademark Licenses

We have an agreement with Ice Cream Partners USA,
LLC, pursuant to which we have licensed to Nestle our rights to
market and manufacture processed products in key segments of the
frozen novelty business in the United States and certain other
countries, including FRUIT N JUICE® and SORBET
N CREAM® bars. DOLEWHIP®, a soft-serve,
non-dairy dessert, is manufactured and marketed by Precision
Foods, Inc. under license from us. In connection with the
sale of the majority of our juice business to Tropicana
Products, Inc. in May of 1995, we received cash payments up
front and granted to Tropicana a license, requiring no
additional future royalty payments, to use certain DOLE
trademarks on certain beverage products. We continue to market
DOLE canned pineapple juice and pineapple juice blend beverages.

Environmental and Regulatory Matters

Our agricultural operations are subject to a
broad range of evolving environmental laws and regulations in
each country in which we operate. In the United States, these
laws and regulations include the Food Quality Protection Act of
1996, the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, the Federal Insecticide,
Fungicide and Rodenticide Act and the Comprehensive
Environmental Response, Compensation and Liability Act.

Compliance with these foreign and domestic laws
and related regulations is an ongoing process that is not
currently expected to have a material effect on our capital
expenditures, earnings or competitive position. Environmental
concerns are, however, inherent in most major agricultural
operations, including those

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conducted by us, and there can be no assurance
that the cost of compliance with environmental laws and
regulations will not be material. Moreover, it is possible that
future developments, such as increasingly strict environmental
laws and enforcement policies thereunder, and further
restrictions on the use of agricultural chemicals, could result
in increased compliance costs.


Our food operations are also subject to
regulations enforced by, among others, the U.S. Food and
Drug Administration and state, local and foreign equivalents and
to inspection by the U.S. Department of Agriculture and
other federal, state, local and foreign environmental, health
and safety authorities. The U.S. Food and Drug
Administration enforces statutory standards regarding the
labeling and safety of food products, establishes ingredients
and manufacturing procedures for certain foods, establishes
standards of identity for foods and determines the safety of
food substances in the United States. Similar functions are
performed by state, local and foreign governmental entities with
respect to food products produced or distributed in their
respective jurisdictions.

In the United States, portions of our fresh fruit
and vegetable farm properties are irrigated by surface water
supplied by local government agencies using facilities financed
by federal or state agencies, as well as from underground
sources. Water received through federal facilities is subject to
acreage limitations under the 1982 Reclamation Reform Act.
Worldwide, the quantity and quality of water supplies varies
depending on weather conditions and government regulations. We
believe that under normal conditions these water supplies are
adequate for current production needs.

Legal Proceedings

See Item 3, Legal Proceedings, in this
Form 10-K.

Trade Issues

Our foreign operations are subject to risks of
expropriation, civil disturbances, political unrest, increases
in taxes and other restrictive governmental policies, such as
import quotas. Loss of one or more of our foreign operations
could have a material adverse effect on our operating results.
We attempt to maintain a cordial working relationship in each
country where we operate. Because our operations are a
significant factor in the economies of certain countries, our
activities are subject to intense public and governmental
scrutiny and may be affected by changes in the status of the
host economies, the makeup of the government or even public
opinion in a particular country.

The European Union (EU) maintains
banana regulations that impose quotas and tariffs on bananas. In
April 2001, the EU reached agreements with the United States and
Ecuador to implement a tariff-only import system no later than
January 1, 2006. After reaching these agreements, the EU
adjusted applicable quotas and amended rules for allocation of
licenses for an interim regime preceding the future tariff-only
regime. This interim regime began on July 1, 2001.
Subsidiaries of Dole are entitled to licenses under the changed
rules and are using the licenses in such a way as to maintain
and maximize license rights. Doles earnings have not been
negatively impacted by the interim regime and Dole believes that
the ongoing impact of the interim regime will not be dilutive to
its current earnings levels.

Exports of our products to certain countries or
regions, particularly China, Japan, New Zealand, Russia, South
Korea, Taiwan and the Middle East, are subject to various
restrictions that may be increased or reduced in response to
international economic, currency and political factors, thus
affecting our ability to compete in these markets.

We distribute our products in more than 90
countries throughout the world. Our international sales are
usually transacted in U.S. dollars and major European and
Asian currencies, while certain costs are incurred in currencies
different from those that are received from the sale of
products. Results of operations may be affected by fluctuations
in currency exchange rates in both the sourcing and selling
locations.

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Seasonality

Our sales volumes remain relatively stable
throughout the year. We experience seasonal earnings
characteristics, predominantly in the fresh fruit segment,
because fresh fruit prices are lower in the second half of the
year, when summer fruits are in the markets, than in the first
half of the year. Our fresh vegetables segment experiences some
seasonality as reflected by higher earnings in the first half of
the year. Our packaged foods and fresh-cut flowers segments
experience peak demand during certain well-known holidays and
observances; the impact is less than in the fresh-fruit segment.

GOING-PRIVATE MERGER TRANSACTION

On March 28, 2003, following stockholder
approval, Dole completed the going-private merger transaction
pursuant to which David H. Murdock acquired the
approximately 76% of Doles common stock that he and his
affiliates did not already own for $33.50 per share in
cash. Upon completion of the merger, Dole became wholly owned by
Mr. Murdock through DHM Holding Company, Inc.

RISK FACTORS

In addition to the risk factors described
elsewhere in this Form 10-K, you should consider the
following risk factors. The risks and uncertainties described
below are not the only ones facing our company. Additional risks
and uncertainties not presently known or that we currently
believe to be less significant may also adversely affect us.

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

Fresh produce, including produce used in canning
and other packaged food operations, is vulnerable to adverse
weather conditions, including windstorms, floods, drought and
temperature extremes, which are quite common but difficult to
predict. Unfavorable growing conditions can reduce both crop
size and crop quality. In extreme cases, entire harvests may be
lost in some geographic areas. These factors can increase costs,
decrease revenues and lead to additional charges to earnings,
which may have a material adverse effect on our business,
results of operations and financial condition.

Fresh produce is also vulnerable to crop disease
and to pests, which may vary in severity and effect, depending
on the stage of production at the time of infection or
infestation, the type of treatment applied and climatic
conditions. For example, black sigatoka is a fungal disease that
affects banana cultivation in most areas where they are grown
commercially. The costs to control this disease and other
infestations vary depending on the severity of the damage and
the extent of the plantings affected. These infestations can
increase costs, decrease revenues and lead to additional charges
to earnings, which may have a material adverse effect on our
business, results of operations and financial condition.

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

Many companies compete in our different
businesses. However, only a few well-established companies
operate on both a national and a regional basis with one or
several branded product lines. We face strong competition from
these and other companies in all our product lines.

Important factors with respect to our competitors
include the following:



| |   |                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                           

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| |   |                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | We cannot predict the pricing or promotional
    actions of our competitors or whether those actions will have a
    negative effect on us.

There can be no assurance that we will continue
to compete effectively with our present and future competitors,
and our ability to compete could be adversely affected by our
leveraged position. See Business 
Competition.

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

Excess supplies often cause severe price
competition in our industry. Growing conditions in various parts
of the world, particularly weather conditions such as
windstorms, floods, droughts and freezes, as well as diseases
and pests, are primary factors affecting market prices because
of their influence on the supply and quality of product.

Fresh produce is highly perishable and generally
must be brought to market and sold soon after harvest. Some
items, such as lettuce, must be sold more quickly, while other
items can be held in cold storage for longer periods of time.
The selling price received for each type of produce depends on
all of these factors, including the availability and quality of
the produce item in the market, and the availability and quality
of competing types of produce.

In addition, general public perceptions regarding
the quality, safety or health risks associated with particular
food products could reduce demand and prices for some of our
products. To the extent that consumer preferences evolve away
from products that we produce for health or other reasons, and
we are unable to modify our products or to develop products that
satisfy new consumer preferences, there will be a decreased
demand for our products. However, even if market prices are
unfavorable, produce items which are ready to be, or have been,
harvested must be brought to market promptly. A decrease in the
selling price received for our products due to the factors
described above could have a material adverse effect on our
business, results of operations and financial condition.

Our earnings are subject to seasonal
variability.

Our earnings may be affected by seasonal factors,
including:



| |   |                                                                         
| | - | ------------------------------------------------------------------------
| |  | 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.               

Although banana production tends to be relatively
stable throughout the year, banana pricing is seasonal because
bananas compete against other fresh fruit that generally comes
to market beginning in the summer. As a result, banana prices
are typically higher during the first half of the year. Our
fresh vegetables segment experiences some seasonality as
reflected by higher earnings in the first half of the year.
Also, there is a seasonal aspect to our fresh-cut flower
business, with peak demand generally around Valentines Day
and Mothers Day.

Currency exchange fluctuations may impact the
results of our operations.

We distribute our products in more than
90 countries throughout the world. Our international sales
are usually transacted in U.S. dollars, and European and
Asian currencies. Our results of operations are affected by
fluctuations in currency exchange rates in both sourcing and
selling locations. Although we enter into foreign currency
exchange forward contracts from time to time to reduce our risk
related to currency exchange fluctuation, our results of
operations may still be impacted by foreign currency exchange
rates, primarily the yen-to-U.S. dollar and
euro-to-U.S. dollar exchange rates. For instance, we
currently estimate that a 1% change in the exchange rate of the
U.S. dollar to the yen, the euro and the Swedish krona
would impact our EBIT by approximately $2.7 million before
accounting for foreign exchange hedges. Because we do not hedge
against all of our foreign currency exposure, our business will
continue to be susceptible to foreign currency fluctuations.

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

We formerly used dibromochloropropane, or DBCP, a
nematocide that was used on a variety of crops throughout the
world. The registration for DBCP with the U.S. government
was cancelled in 1979 based in part on an apparent link to male
sterility among factory workers. There are a number of pending
lawsuits in the United States and other countries against the
manufacturers of DBCP and the growers, including us, who used it
in the past. We are aware of 586 DBCP lawsuits although we
have not been served in all of them. The cost to defend or
settle these lawsuits, and the costs to pay any judgments or
settlements resulting from these lawsuits, or other lawsuits
which might be brought, could have a material adverse effect on
our business, financial condition or results of operations. See
Item 3, Legal Proceedings, in this Form 10-K.

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

We have a substantial amount of indebtedness. As
of January 3, 2004, we had approximately $328 million
in senior secured indebtedness and other structurally senior
indebtedness, $1,430 million in senior unsecured
indebtedness, including outstanding senior notes and debentures,
and approximately $93.6 million in capital leases.

Our substantial indebtedness could have important
consequences. For example, it could:



| |   |                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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;                                                                                                                                                                                                                                                                                                
|
| |  | 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.

A portion of our senior secured credit facility
has been incurred by our foreign subsidiaries and was used to
fund the going-private merger transactions. Although we believe,
based in part upon the advice of our tax advisors, that our
intended tax treatment of such transactions is appropriate, it
is possible that the Internal Revenue Service could seek to
characterize the going-private merger transactions in a manner
that could result in the immediate recognition of taxable income
by us. Any such immediate recognition of taxable income would
result in a material tax liability, which could have a material
adverse effect on our business, results of operations and
financial condition.

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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.

The indentures governing our senior notes due
2009, our senior notes due 2010, our senior notes due 2011, our
debentures due 2013 and our senior secured credit facility
contain various restrictive covenants that will limit our
discretion in operating our business. In particular, these
agreements limit our ability to, among other things:



| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                 

In addition, our senior secured credit facility
requires us to maintain specified financial ratios and limits
our ability to make capital expenditures. These covenants and
ratios could have a material adverse effect on our business by
limiting our ability to take advantage of financing, merger and
acquisition or other corporate opportunities and to fund our
operations. Any future debt could also contain financial and
other covenants more restrictive than those imposed under the
indentures governing our senior notes due 2009, our senior notes
due 2010, our senior notes due 2011, our debentures due 2013 and
our senior secured credit facility.

A breach of a covenant or other provision in any
debt instrument governing our current or future indebtedness
could result in a default under that instrument and, due to
cross-default and cross-acceleration provisions, could result in
a default under our other debt instruments. Upon the occurrence
of an event of default under the senior secured credit facility
or any other debt instrument, the lenders could elect to declare
all amounts outstanding to be immediately due and payable and
terminate all commitments to extend further credit. If we were
unable to repay those amounts, the lenders could proceed against
the collateral granted to them, if any, to secure the
indebtedness. If the lenders under our current or future
indebtedness accelerate the payment of the indebtedness, we
cannot assure you that our assets or cash flow would be
sufficient to repay in full our outstanding indebtedness.

We face other risks in connection with our
international operations.

Our operations are heavily dependent upon
products grown, purchased and sold internationally. In addition,
our operations are a significant factor in the economies of many
of the countries in which we operate, increasing our visibility
and susceptibility to regulatory changes. These activities are
subject to risks that are inherent in operating in foreign
countries, including the following:



| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | 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                                                

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| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | economic downturns, political instability and war
    or civil disturbances may disrupt production and distribution
    logistics or limit sales in individual markets.

The European Union (EU) maintains
banana regulations that impose quotas and tariffs on bananas. In
April 2001, the EU reached agreements, with the United States
and Ecuador to implement a tariff-only import system no later
than January 1, 2006. After reaching these agreements, the
EU adjusted applicable quotas and amended rules for allocation
of licenses for an interim regime preceding the future
tariff-only regime. This interim regime began on July 1,
2001. Subsidiaries of Dole are entitled to licenses under the
changed rules and are using the licenses in such a way as to
maintain and maximize license rights. Although our earnings have
not been negatively impacted by the interim regime, our earnings
could be affected based on these or similar regulations
implemented by the EU.

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

Terrorist attacks, such as the attacks that
occurred in New York and Washington, D.C. on
September 11, 2001, the subsequent response by the United
States in Afghanistan, Iraq and other locations, and other
acts of violence or war in the United States or abroad may
affect the markets in which we operate and our operations and
profitability. From time to time in the past, our operations or
personnel have been the targets of terrorist or criminal
attacks, and the risk of such attacks impacts our operations and
results in increased security costs. Further terrorist attacks
against the United States or operators of United States-owned
businesses outside the United States may occur, or hostilities
could develop based on the current international situation. The
potential near-term and long-term effect these attacks may have
on our business operations, our customers, the markets for our
products, the United States economy and the economies of other
places we source or sell our products is uncertain. The
consequences of any terrorist attacks, or any armed conflicts,
are unpredictable, and we may not be able to foresee events that
could have an adverse effect on our markets or our business.

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

Our worldwide operations are subject to a broad
range of foreign, federal, state and local environmental, health
and safety laws and regulations, including laws and regulations
governing the use and disposal of pesticides and other
chemicals. These regulations directly affect day-to-day
operations, and violations of these laws and regulations can
result in substantial fines or penalties. There can be no
assurance that these fines or penalties would not have a
material adverse effect on our business, results of operations
and financial condition. To maintain compliance with all of the
laws and regulations that apply to our operations, we have been
and may be required in the future to modify our operations,
purchase new equipment or make capital improvements. Actions by
regulators may require operational modifications or capital
improvements at various locations. In addition, we have been and
in the future may become subject to private lawsuits alleging
that our operations caused personal injury or property damage.

We are subject to the risk of product
liability claims.

The sale of food products for human consumption
involves the risk of injury to consumers. Such injuries may
result from tampering by unauthorized third parties, product
contamination or spoilage, including the presence of foreign
objects, substances, chemicals, other agents, or residues
introduced during the growing, storage, handling or
transportation phases. We have from time to time been involved
in product liability lawsuits, none of which were material to
our business. While we are subject to governmental inspection
and regulations and believe our facilities comply in all
material respects with all applicable laws and regulations, we
cannot be sure that consumption of our products will not cause a
health-related illness in the future or that we will not be
subject to claims or lawsuits relating to such matters. Even if
a product liability claim is unsuccessful or is not fully
pursued, the negative publicity surrounding any assertion that
our products caused illness or injury could adversely affect our
reputation with existing and potential customers and our
corporate and brand image. Moreover, claims or liabilities of
this sort might not be covered by our insurance or by any rights
of indemnity or contribution that we may have against others. We
maintain product liability insurance

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in an amount that we believe is adequate.
However, we cannot be sure that we will not incur claims or
liabilities for which we are not insured or that exceed the
amount of our insurance coverage.


We are subject to transportation
risks.

An extended interruption in our ability to ship
our products could have a material adverse effect on our
business, financial condition and results of operations.
Similarly, any extended disruption in the distribution of our
products could have a material adverse effect on our business,
financial condition and results of operations. While we believe
we are adequately insured and would attempt to transport our
products by alternative means if we were to experience an
interruption due to strike, natural disaster or otherwise, we
cannot be sure that we would be able to do so or be successful
in doing so in a timely and cost-effective manner.

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

We use herbicides and other hazardous substances
in the operation of our business. We may have to pay for the
costs or damages associated with the improper application,
accidental release or the use or misuse of such substances. Our
insurance may not be adequate to cover such costs or damages or
may not continue to be available at a price or under terms that
are satisfactory to us. In such cases, payment of such costs or
damages could have a material adverse effect on our business,
results of operations and financial condition.

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

Consumer and institutional recognition of the
DOLE trademarks and related brands and the association of these
brands with high quality and safe food products are an integral
part of our business. The occurrence of any events or rumors
that cause consumers and/or institutions to no longer associate
these brands with high quality and safe food products may
adversely affect the value of the DOLE brand name and demand for
our products. We have licensed the DOLE brand name to several
affiliated and unaffiliated companies for use in the United
States and abroad. Acts or omissions by these companies over
which we have no control may also have such adverse effects.

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

As of January 3, 2003, approximately 46% of
our employees worked under various collective bargaining
agreements. Some of our collective bargaining agreements will
expire in fiscal 2004, although each agreement is subject to
automatic renewals unless we or the union party to the agreement
provides notice otherwise. Our other collective bargaining
agreements will expire in later years. While we believe that our
relations with our employees are good, we cannot assure you that
we will be able to negotiate these or other collective
bargaining agreements on the same or more favorable terms as the
current agreements, or at all, and without production
interruptions, including labor stoppages. A prolonged labor
dispute, which could include a work stoppage, could have a
material adverse effect on the portion of our business affected
by the dispute, which could impact our business, results of
operations and financial condition.

DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS

(Cautionary Statements Under the Private
Securities Litigation Reform Act of 1995)


Some of the information included in this
Form 10-K and other materials filed or to be filed by us
with the Commission contains or may contain forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements
can be identified by the fact that they do not relate strictly
to historical or current facts and may include the words
may, will, could,
should, would, believe,
expect, anticipate,
estimate, intend, plan or
other words or expressions of similar meaning. We have based
these forward-looking statements on our current expectations
about future events. The forward-looking statements include
statements that reflect managements beliefs, plans,
objectives, goals, expectations, anticipations and

16



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##### Table of Contents



intentions with respect to our financial
condition, results of operations, future performance and
business, including statements relating to our business strategy
and our current and future development plans.


The potential risks and uncertainties that could
cause our actual financial condition, results of operations and
future performance to differ materially from those expressed or
implied in this Form 10-K include those set forth under the
heading Risk Factors in this Item 1.

We urge you to review carefully this
Form 10-K, particularly the section Risk
Factors, for a more complete discussion of the risks to
our business.

From time to time, oral or written
forward-looking statements are also included in our reports on
Forms 10-K, 10-Q and 8-K, Schedule 14A, press releases and
other materials released to the public. Although we believe that
at the time made, the expectations reflected in all of these
forward-looking statements are and will be reasonable, any or
all of the forward-looking statements in this Form 10-K,
our reports on Forms 10-K, 10-Q and 8-K, Schedule 14A and
any other public statements that are made by us may prove to be
incorrect. This may occur as a result of inaccurate assumptions
or as a consequence of known or unknown risks and uncertainties.
Many factors discussed in this Form 10-K, certain of which
are beyond our control, will be important in determining our
future performance. Consequently, actual results may differ
materially from those that might be anticipated from
forward-looking statements. In light of these and other
uncertainties, you should not regard the inclusion of a
forward-looking statement in this Form 10-K, or other
public communications that we might make, as a representation by
us that our plans and objectives will be achieved, and you
should not place undue reliance on such forward-looking
statements.






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

We own our executive office facility, in
Westlake Village, California. We also maintain divisional
offices in Salinas, California and Miami, Florida, which are
owned by us. We own our Latin American regional headquarters
building in San Jose, Costa Rica, as well as offices in
Bogota/ Santa Marta, Colombia and La Ceiba, Honduras. We
also maintain offices in Chile, Costa Rica and Ecuador, which
are leased from third parties. We maintain our European
headquarters in Paris, France and regional offices in Antwerp,
Belgium, Athens, Greece, Hamburg, Germany, Milan, Italy,
Stockholm, Sweden and Cape Town, South Africa, which are leased
from third parties. We own our offices in Madrid, Spain, Rungis,
France and Lübeck, Germany. We maintain offices in Japan,
China, the Philippines, Thailand, Hong Kong and South Korea,
which are leased from third parties. The inability to renew any
of the above office leases by us would not have a material
adverse effect on our operating results. We believe that our
property and equipment are generally well maintained, in good
operating condition and adequate for our present needs.

The following is a description of our significant
properties.



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

Our Hawaii pineapple operations for the fresh
produce market are located on the island of Oahu and total
approximately 3,100 acres which we own.

We own approximately 1,400 acres of farmland
in California and Arizona, and lease approximately
11,000 acres of farmland in California and another
4,000 acres in Arizona in connection with our vegetable
operations. The majority of this acreage is farmed under joint
growing arrangements with independent growers, while the
remainder is farmed by us. We own cooling, packing and shipping
facilities in Yuma, Arizona and the following California
cities: Marina, Gonzales and Huron. Additionally, we have
partnership interests in facilities in Yuma, Arizona and
Salinas, California, and leases in facilities in Oxnard,
California. We own and operate state-of-the-art, ready-to-eat
salad and vegetable plants in Yuma, Arizona, Soledad, California
and Springfield, Ohio.

We produce almonds from approximately
600 acres, pistachios from approximately 2,000 acres,
olives from approximately 900 acres and citrus from
approximately 2,700 acres on orchards in the
San Joaquin Valley through agricultural partnerships in
which we have an interest. We also produce citrus on
approximately 120 acres of owned property in the
San Joaquin Valley.

17



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Our Florida based fresh-cut flowers distribution
operates from a new 328,000 square foot building completed
in 2001, which we own. Approximately 200,000 square feet of
this facility is refrigerated. Our fresh-cut flowers group also
operates another cooling and distribution facility in the Miami
area, which we own. We also operate a leased facility in
Los Angeles, California and have sales offices in Dallas,
Texas and Bentonville, Arkansas.



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

We produce bananas directly from owned
plantations in Costa Rica, Colombia, Ecuador and Honduras as
well as through associated producers or independent growing
arrangements in those countries and others, including Guatemala.
We own approximately 1,800 acres in Colombia,
38,600 acres in Costa Rica, 6,200 acres in
Ecuador and 27,100 acres in Honduras, all related to banana
production, although some of the acreage is not presently under
production. We own a 50% interest in a Guatemala banana producer
which owns or controls approximately 7,100 acres in that
country.

We own approximately 8,500 acres of land in
Honduras, 6,500 acres of land in Costa Rica and
2,900 acres of land in Ecuador, all related to pineapple
production, although some of the acreage is not presently under
production. Pineapple is grown primarily for the fresh produce
market. We own a juice concentrate plant in Honduras for
pineapple and citrus. Coconuts are produced on approximately
500 acres of owned land in Honduras.

We grow grapes, stone fruit, kiwi and pears on
approximately 4,075 acres owned by us in Chile. We own and
operate 11 packing and cold storage facilities, a
corrugated box plant and a wooden box plant in Chile. We also
operate a fresh-cut salad plant and a small local fruit
distribution company in Chile.

We also own and operate corrugated box plants in
Colombia, Costa Rica, Ecuador and Honduras and a value-added
vegetable plant in Costa Rica.

In September 2003, Dole sold its interest in an
edible oils refinery, a laundry soap factory, a palm oil
extraction operation and approximately 3,800 acres of palm
oil plantation.

We formally accepted a new Ecuadorian port
(Bananapuerto) on September 6, 2002. We indirectly own 35%
of Bananapuerto and operate the port pursuant to a port services
agreement, the term of which is up to 30 years.

Dole Latin America operates a fleet of seven
refrigerated container ships, of which four are owned, two are
long-term chartered and one is chartered for a year. In
addition, Dole Latin America operates a fleet of fourteen
breakbulk refrigerated ships, of which nine are owned and five
are long-term chartered. We also cover part of our requirements
under contracts with existing liner services and occasionally
charter vessels for short periods on a time or voyage basis as
and when required. We own or lease approximately 11,500
refrigerated containers, 2,400 dry containers, 4,700 chassis and
3,300 generator sets. In April 2003, we exercised our purchase
option on approximately 5,700 refrigerated containers, which
previously had been under capital or operating lease, for an
aggregate purchase price of approximately $76.5 million. In
October 2003, Dole exercised its option to purchase
approximately 940 generator sets at the end of a lease contract
for approximately $3.9 million.

We produce flowers on approximately
1,400 acres in Colombia and Ecuador. We own and operate
packing and cooling facilities at each of our flower farms and
lease a facility in Bogota, Colombia for bouquet construction.



| |     
| | ----
| | Asia

We operate a pineapple plantation of
approximately 31,000 leased acres in the Philippines.
Approximately 20,200 acres of the plantation are leased to
us by a cooperative of our employees that acquired the land
pursuant to agrarian reform law. The remaining 10,800 acres
are leased from individual land owners. A cannery, freezer,
juice concentrate plant, a box forming plant, a can
manufacturing plant and a fresh fruit packing plant, each owned
by us, are located at or near the pineapple plantation.

18



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We own and operate a multi-fruit cannery, can
manufacturing plant and juice concentrate plant located in
central Thailand and a second multi fruit cannery in southern
Thailand. In Thailand, we grow pineapple on approximately
3,900 acres of leased land.

We operate 18 fresh-cut fruit and vegetable
distribution facilities in Japan through joint ventures with
local distributors. Three of the distribution centers are
located in Tokyo. Through independent growing arrangements, we
source products from over 1,200 Japanese farmers. We own produce
processing and distribution centers in Shanghai, China and
Qingdao, China.

We produce bananas and asparagus from leased
lands in the Philippines and also source these products through
associated producers or independent growing arrangements in the
Philippines. A plastic extruding plant and a box forming plant,
all owned by us, are located near the banana plantations. We
also operate banana ripening and distribution centers in Hong
Kong, South Korea and the Philippines.



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

We operate nine banana ripening, produce and
flower distribution centers in Sweden, nine in France, five in
Spain, four in Italy, one in Belgium, one in Austria and three
in Germany; with the exception of two owned facilities in
Sweden, six owned facilities in France, three owned facilities
in Spain, three owned facilities in Germany and one owned
facility in Italy, these facilities are leased. We have a
minority interest in a French company that owns a majority
interest in banana and pineapple plantations in Cameroon and the
Ivory Coast. We own a minority interest in a banana ripening and
fruit distribution company with four facilities in the United
Kingdom. We are the majority owner in a company operating a port
terminal and distribution facility in Livorno, Italy. We own a
banana ripening and fruit distribution facility near Istanbul,
Turkey.

We have a majority interest in Saba Trading AB,
which owns and operates a state-of-the-art, ready-to-eat salad
and vegetable plant in Helsingborg, Sweden.






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

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

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

19



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##### Table of Contents



Currently there are 586 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Eleven of these lawsuits are currently pending in
various jurisdictions in the United States, with the remainder
pending in Latin America and the Philippines. In the United
States, plaintiffs moved to re-open and remand to state court
two previously dismissed cases pursuant to the United States
Supreme Courts decision in Dole Food
Company, Inc. v. Patrickson. Those motions were
denied in March 2004 by the United States District Court.
Plaintiffs have also remanded five other cases to state courts
in Texas and Louisiana as a result of the Patrickson
decision. On January 16, 2004, a case pending in the United
States District Court for the District of Hawaii, in which 351
plaintiffs were claiming various injuries as a result of alleged
air and water pollution, was resolved without a material adverse
effect on Doles financial condition or results of
operations. Claimed damages in DBCP cases worldwide total
approximately $21.7 billion, with the lawsuits in Nicaragua
representing approximately 81% of this amount. In almost all of
these cases, Dole is a joint defendant with the major DBCP
manufacturers and, typically, other banana growers. Except as
described below, none of these lawsuits has resulted in a
verdict or judgment against Dole.

In Nicaragua, service has been attempted on Dole
in 49 of 102 pending cases, with the majority of the lawsuits
brought pursuant to Law 364, an October 2000 Nicaraguan
statute that contains substantive and procedural provisions that
Nicaraguas Attorney General formally opined are
unconstitutional. In October 2003, the Supreme Court of
Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional. Recently,
216 single plaintiff cases, which were filed with the civil
trial court in Chinendega, were dismissed for lack of
prosecution.

Seventeen of the 49 cases are being actively
litigated in civil trial courts in Managua (8),
Chinendega (7) and Puerto Cabezas (2). In all of those
cases, Dole has sought or will seek to have the cases returned
to the United States pursuant to Law 364. Notwithstanding,
the Chinendega court denied Doles request with respect to
the seven cases pending there; and the Managua court denied
Doles request with respect to seven of the eight cases
pending there. Doles request as to the eighth Managua case
is still pending. The Puerto Cabezas court has not yet ruled on
Doles request with respect to the two cases pending there.
On February 25, 2004, the Managua court entered a judgment
against Dole, Dow and Shell in one of the eight cases, awarding
58 of the 81 claimants $82.9 million.

Nine of the 49 cases had been consolidated
into one case before a civil trial court in Managua, with the
plaintiffs naming an entity denominated as Dole Food
Corporation Inc. as a defendant. Dole is aware of no legal
entity bearing that name, and Dole is certain that no such legal
entity is related to Dole. As a result, Dole responded in those
nine consolidated cases on behalf of Dole Fresh Fruit Company, a
subsidiary of Dole, which has been named as a defendant in other
pending DBCP matters, including matters brought by Nicaraguan
citizens. Dole paid the $100,000 deposit to the Nicaraguan
court, as required under Law 364, to participate in that
litigation. On October 25, 2002, the Managua court issued a
ruling that Dole Fresh Fruit Company was not a party to the nine
consolidated cases. Thereafter, counsel for Dole Fresh Fruit
Company notified the Managua court that no legal entity known as
Dole Food Corporation Inc. exists and sought to
appear on behalf of Dole Food Company, Inc. and to ratify
all prior pleadings of Dole Fresh Fruit Company. On
November 25, 2002, the Managua court issued a ruling that
Dole Food Company, Inc. is not a defendant in the nine
consolidated cases. On December 13, 2002, the Managua court
entered a judgment in the aggregate amount of
$489.4 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical
Company, Standard Fruit and Vegetable Company and Dole
Food Corporation Inc. in the nine consolidated actions.
Because the Managua court had held that Dole was not a defendant
in the case, the court also ordered that Doles $100,000
deposit be returned. Standard Fruit and Vegetable Company is a
Texas corporation that is wholly unrelated to Dole. On
May 14, 2003, an action was filed in Los Angeles County
Superior Court against The Dow Chemical Company, Shell Chemical
Company, and Dole Food Company, Inc. to enforce the
Nicaraguan judgment. On July 18, 2003, Dole filed a motion
to dismiss the enforcement action on the grounds that Dole Food
Company, Inc. was not a party to the judgment. On
July 17, 2003, Dow and Shell filed a motion to remove the
enforcement action to the United States District Court for the
Central District of California. Dole consented to that removal.
On October 20, 2003, the United States District Court for
the Central District of California dismissed with prejudice the
enforcement action as to all of the defendants, including Dole.
The Court held that Dole Food Company, Inc. was not a

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##### Table of Contents



party in the Nicaraguan judgment. The plaintiffs
have appealed the District Courts dismissal to the United
States Court of Appeals for the Ninth Circuit. That appeal is
currently pending.


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

On December 23, 2003, Dole filed an action
in the United States District Court for the Central District of
California against 934 Nicaraguans. The complaint seeks
declaratory relief against the claimants in the eight actions
currently pending in the Managua civil trial court. Dole seeks a
determination that these actions lack merit and that any
judgment issued under Law 364 is unenforceable in the
United States on due process grounds. The complaint further
asserts federal RICO and state law fraud, abuse of process and
malicious prosecution claims against the claimants in the
enforcement action dismissed on October 20, 2003.

As to all the DBCP matters, Dole has denied
liability and asserted substantial defenses. Although no
assurance can be given concerning the outcome of these cases, in
the opinion of management, after consultation with legal counsel
and based on past experience defending and settling DBCP claims,
the pending lawsuits are not expected to have a material adverse
effect on Doles financial condition or results of
operations.






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

There were no matters submitted to a vote of
security holders during the fiscal quarter ended January 3,
2004.




PART II






|        |                                                                          
|------- | -------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity
    and Related Stockholder Matters

All 1,000 authorized shares of Doles common
stock are held by one stockholder, DHM Holding
Company, Inc., of which David H. Murdock is the 100%
beneficial owner. Dole expects that it soon will finalize the
fourth amendment to Doles existing Credit Agreement. In
connection with that fourth amendment, DHM Holding
Company, Inc. will transfer all of its Dole stock to Dole
Holding Company, LLC, which will itself be a direct,
wholly-owned subsidiary of DHM Holding Company, Inc. There
are no other Dole equity securities. There is no market for
Doles equity securities. In connection with the
March 28, 2003 going-private merger transaction, Dole ended
all of its equity compensation plans.

Dole paid a regular quarterly dividend of
$0.10 per share of its common stock from 1991 until
December 2001. Dole increased its quarterly dividend rate to
$0.15 per share for the quarter ending in March 2002 and
subsequent quarters. The last such dividend was for the fiscal
quarter ending March 23, 2003. The going-private merger
transaction occurred on March 28, 2003. There were no
dividend payments for the second, third and fourth quarters of
fiscal year 2003.

Additional information required by Item 5 is
contained in Note 14, Stock-Based Compensation, and
Note 15, Shareholders Equity, to Doles
Consolidated Financial Statements in this Form 10-K.

21



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##### Table of Contents








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

Results of Operations and Selected Financial
Data

|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |       | 
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------------- | ------------------------------------ | ----- | ----------- |  | ----------- | ----- | ----------- |  | ----------- | ----- | ----------- |  | - | ----- | ----- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                                                                                                                               |                                 | Three Quarters                       |       | Quarter     |  |             |       |             |  |             |       |            
|                                                                                                                               |                                 | Ended                                |       | Ended       |  |             |       |             |  |             |       |            
|                                                                                                                               |                                 | January 3,                           |       | March 22,   |  |             |       |             |  |             |       |            
|                                                                                                                               |                                 | 2004                                 |       | 2003        |  | 2002        |       | 2001        |  | 2000        |       | 1999       
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |            
|                                                                                                                               |                                 | Successor                            |       | Predecessor |  | Predecessor |       | Predecessor |  | Predecessor |       | Predecessor
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |            
|                                                                                                                               |                                 |                                     
|                                                                                                                               |                                 | (In millions, except per share data)
|Revenues, net                                                                                                                  |                                 | $                                    | 3,700 |             |  | $           | 1,073 |             |  | $           | 4,392 |             |  | $ | 4,314 |       |  | $ | 4,400 |       |  | $ | 4,449 |      
|Cost of products sold                                                                                                          |                                 |                                      | 3,219 |             |  |             | 895   |             |  |             | 3,697 |             |  |   | 3,884 |       |  |   | 3,931 |       |  |   | 3,997 |      
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|                                                                                                                               | Gross margin                    |                                      |       | 481         |  |             |       | 178         |  |             |       | 695         |  |   |       | 430   |  |   |       | 469   |  |   |       | 452   | 
|Selling, marketing and general and administrative
    expenses                                                                 |                                 |                                      | 321   |             |  |             | 89    |             |  |             | 421   |             |  |   | 383   |       |  |   | 388   |       |  |   | 385   |      
|Hurricane Mitch (insurance proceeds)
    charge  net                                                                          |                                 |                                      |      |             |  |             |      |             |  |             |      |             |  |   |      |       |  |   | (43   | )     |  |   | (20   | )    
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|                                                                                                                               | Operating income                |                                      |       | 160         |  |             |       | 89          |  |             |       | 274         |  |   |       | 47    |  |   |       | 124   |  |   |       | 87    | 
|Interest expense  net                                                                                                         |                                 |                                      | 120   |             |  |             | 17    |             |  |             | 69    |             |  |   | 65    |       |  |   | 76    |       |  |   | 76    |      
|Other (expense) income  net                                                                                                   |                                 |                                      | (10   | )           |  |             | 2     |             |  |             | 5     |             |  |   | 10    |       |  |   | 8     |       |  |   | 9     |      
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|Income (loss) from continuing operations before
    income taxes and cumulative effect of a change in accounting
    principle |                                 |                                      | 30    |             |  |             | 74    |             |  |             | 210   |             |  |   | (8    | )     |  |   | 56    |       |  |   | 20    |      
|Income taxes                                                                                                                   |                                 |                                      | 7     |             |  |             | 13    |             |  |             | 54    |             |  |   | 29    |       |  |   | 20    |       |  |   | 3     |      
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|Income (loss) from continuing operations, net of
    income taxes                                                              |                                 |                                      | 23    |             |  |             | 61    |             |  |             | 156   |             |  |   | (37   | )     |  |   | 36    |       |  |   | 17    |      
|Income from discontinued operations, net of
    income taxes                                                                   |                                 |                                      |      |             |  |             |      |             |  |             |      |             |  |   | 19    |       |  |   | 32    |       |  |   | 32    |      
|Gain on disposal of discontinued operations, net
    of income taxes                                                           |                                 |                                      |      |             |  |             |      |             |  |             |      |             |  |   | 168   |       |  |   |      |       |  |   |      |      
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|Income before cumulative effect of a change in
    accounting principle                                                        |                                 |                                      | 23    |             |  |             | 61    |             |  |             | 156   |             |  |   | 150   |       |  |   | 68    |       |  |   | 49    |      
|Cumulative effect of a change in accounting
    principle                                                                      |                                 |                                      |      |             |  |             |      |             |  |             | 120   |             |  |   |      |       |  |   |      |       |  |   |      |      
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|Net income                                                                                                                     |                                 | $                                    | 23    |             |  | $           | 61    |             |  | $           | 36    |             |  | $ | 150   |       |  | $ | 68    |       |  | $ | 49    |      
|                                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|Other Statistics                                                                                                               |                                 |                                      |       |             |  |             |       |             |  |             |       |             |  |   |       |       |  |   |       |       |  |   |       |      
|                                                                                                                               | Working capital                 |                                      | $     | 279         |  |             |       |            |  |             | $     | 715         |  |   | $     | 586   |  |   | $     | 377   |  |   | $     | 393   | 
|                                                                                                                               | Total assets                    |                                      |       | 3,988       |  |             |       |            |  |             |       | 3,037       |  |   |       | 2,768 |  |   |       | 2,801 |  |   |       | 2,994 | 
|                                                                                                                               | Long-term debt                  |                                      |       | 1,804       |  |             |       |            |  |             |       | 882         |  |   |       | 816   |  |   |       | 1,135 |  |   |       | 1,285 | 
|                                                                                                                               | Total debt                      |                                      |       | 1,851       |  |             |       |            |  |             |       | 1,125       |  |   |       | 843   |  |   |       | 1,180 |  |   |       | 1,323 | 
|                                                                                                                               | Total shareholders equity      |                                      |       | 456         |  |             |       |            |  |             |       | 745         |  |   |       | 736   |  |   |       | 555   |  |   |       | 532   | 
|                                                                                                                               | Cash dividends per common share |                                      |       |            |  |             | $     | 0.15        |  |             |       | 0.60        |  |   |       | 0.40  |  |   |       | 0.40  |  |   |       | 0.40  | 
|                                                                                                                               | Capital additions               |                                      |       | 102         |  |             |       | 4           |  |             |       | 234         |  |   |       | 120   |  |   |       | 111   |  |   |       | 137   | 
|                                                                                                                               | Depreciation and amortization   |                                      |       | 107         |  |             |       | 25          |  |             |       | 107         |  |   |       | 117   |  |   |       | 125   |  |   |       | 123   | 




Note: As a result of the going-private merger
transaction, the Companys Consolidated Financial
Statements present the results of operations, financial position
and cash flows prior to the date of the merger transaction as
the Predecessor. The merger transaction and the
Companys results of operations, financial position and
cash flows thereafter are presented as the
Successor. Predecessor results have not been
aggregated with those of the Successor in accordance with
accounting principles generally accepted in the U.S. and
accordingly the Companys Consolidated Financial Statements
do not show the results of operation or cash flows for the year
ended January 3, 2004.

Income from continuing operations for the three
quarters ended January 3, 2004 includes going-private
merger transaction expenses of $29.1 million and purchase
accounting related charges including the loss on the sale of
Fabrica, a Honduran palm oil business, totaling
$90.4 million. Loss from continuing operations for 2001
includes pretax charges of $133 million of reconfiguration
charges and a pretax non-operating gain of $8 million
related to the sale of available-for-sale securities. In 2001,
Dole divested its Honduran Beverage operations. Operating
results of this business have been accounted for as a
discontinued operation. Income from continuing operations for
2000 includes a pretax charge of $46 million, net insurance
proceeds of $43 million and a pretax gain of
$9 million related to asset sales. Income from continuing
operations for 1999 includes a pretax charge of $48 million
and net insurance proceeds of $20 million. Income from
discontinued operations in 1999 includes net insurance proceeds
of $8 million.

22



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##### Table of Contents








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

Overview

2003 was a historic year for Dole Food
Company, Inc. and its consolidated subsidiaries (the
Company or Dole). The Company achieved
strong income from continuing operations and generated positive
cash flow from operating activities, and additionally completed
a going-private merger transaction in March 2003. The
privatization resulted from the acquisition by David H. Murdock,
the Companys Chairman, President and Chief Executive
Officer, of the approximately 76% of the Company that he and his
affiliates did not already own.

The Companys results for the year were
driven by strong performances across the majority of Doles
lines of business. The banana, pineapple and Chilean fresh fruit
operations improved significantly over the prior year and the
fresh-cut flowers business generated positive operating income.
Management focused on growing Doles principal businesses
while continuing to build on cost savings initiatives initiated
in prior years.

The Company continued a leadership position in
the key markets in which it operates. Most notably, in 2003 the
Company increased its market share in the North American banana
and pineapple markets. The North American market is the
Companys single largest market, accounting for
approximately 49% of revenues in 2003. The North American banana
market experienced lower banana pricing; however, banana volumes
continued to be strong. The Company also grew or maintained
market share in its key value-added products. The Company
increased its leadership position in the packaged salads
category of the fresh vegetables business. Although FRUIT
BOWLS® and FRUIT-N-GEL BOWLSTM products
experienced increased competition, the Company gained market
share in its other core packaged foods products.

During 2003, the Company continued to expand its
product offerings, particularly in the packaged foods and fresh
vegetables segments. During the year the Company launched its
new 24-ounce DOLE Fruit in Plastic Jars, expanded its FRUIT
BOWLS line to include pears, expanded its cut-salads line to
include spinach and began to produce a variety of new branded
cut-fruit products. The Company also continued to enhance the
mix, packaging and sizes of its existing products.

Continuing with the Companys focus on core
activities, the Company completed the divestiture of Fabrica, a
Honduran palm oil business, in the third quarter of 2003. In
December 2003, the Company expanded its productive pineapple
capacity with the acquisition of approximately 1,108 hectares of
additional pineapple farmland in Costa Rica. In 2002, the
Company had completed the sale of two other non-core businesses,
Pascual Hermanos, S.A. (Pascual Hermanos), a fresh
vegetables subsidiary in Spain, and Saman S.A.
(Saman), a dried fruit and nut subsidiary in France.

Going-Private Merger and Refinancing
Transactions

On December 18, 2002, the Company signed a
definitive merger agreement with David H. Murdock, pursuant to
which Mr. Murdock would acquire the approximately 76% of
the Companys common stock that he and his affiliates did
not already own for $33.50 per share in cash. On
March 26, 2003, the merger was approved at a special
meeting of the Companys shareholders. The transaction was
successfully completed on March 28, 2003 and the Company
became wholly owned by Mr. Murdock through DHM Holding
Company, Inc., a Delaware corporation (HoldCo).
As a result of the transaction, the Companys outstanding
shares of common stock were retired and all outstanding stock
options were settled in cash, except those options held by
Mr. Murdock that were cancelled without payment.

The purchase price of all of the outstanding
common stock of the Company not already owned by
Mr. Murdock, plus transaction costs, was approximately
$1.55 billion. The funds necessary to purchase these shares
of the Company consisted of a $125 million capital
contribution by HoldCo, funds borrowed under $1.125 billion
of new senior secured credit facilities (consisting of
$825 million of term loan facilities and $300 million
of revolving credit facilities) and the issuance of
$475 million principal amount of 8.875% Senior Notes
due 2011 (the 2011 Notes). The 2011 Notes were
offered within the United States only to qualified institutional
investors pursuant to Rule 144A under the Securities Act of
1933 (the Securities Act) and to persons outside the
United States in compliance with Regulation S under the
Securities Act. The Credit

23



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##### Table of Contents



Agreement with respect to the new senior secured
credit facilities and the Indenture with respect to the 2011
Notes contain significant restrictions and covenants affecting,
among other things, the operations and finances of the Company
and its subsidiaries.


In addition, on March 28, 2003, the Company
repaid its 7% Senior Notes due 2003 and called for
redemption its 6.375% Senior Notes due 2005 with
outstanding balances of approximately $209.8 million and
$300 million, respectively, at March 22, 2003. The
Companys 7.25% Senior Notes due 2009 and
7.875% Debentures due 2013 remain outstanding; however, the
terms of both the Senior Notes due 2009 and Debentures due 2013
were modified to provide for substantially the same interest
rates, covenants and guarantees from certain of the
Companys subsidiaries as are provided for by the 2011
Notes. The modifications provide for interest at 8.625% on the
Senior Notes due 2009 and 8.75% on the Debentures due 2013.

In connection with the transaction, the Company
sold its interest in an aircraft under an operating
sale-leaseback agreement for approximately $28.9 million,
which approximated its book value. The Company also purchased
shipping containers for approximately $76.5 million that
were previously leased under separate capital and operating
lease agreements and modified the provisions of its corporate
headquarters financing facility to provide for substantially the
same interest rate as the new senior secured credit facilities.

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed-down to the Company as of the date of
the transaction.

On May 29, 2003, the Company issued and sold
$400 million aggregate principal amount of
7.25% Senior Notes due 2010 (the 2010 Notes) in
an offering exempt from the registration requirements of the
Securities Act of 1933. The Company used the net proceeds from
this offering of approximately $396 million, together with
other available cash of $4 million, to prepay
$400 million of the term loans under the senior secured
credit facility. In connection with the offering, the Company
and the lenders under the senior secured credit facility
effected certain amendments to the Companys senior secured
credit facility. The indenture with respect to the 2010 Notes
contains covenants and restrictions substantially identical to
those under the 2011 Notes.

In July 2003, the Company filed two registration
statements on Form S-4 with the Securities and Exchange
Commission (SEC) offering the holders of the 2011
Notes and the 2010 Notes the opportunity to exchange their notes
for publicly registered notes having substantially identical
terms, except for certain restrictions on transfer that pertain
to the original notes. These registration statements were
declared effective on July 25, 2003. The exchange offers,
which commenced on July 25, 2003, and expired on
August 25, 2003, resulted in all notes being exchanged for
publicly registered notes.

The going-private merger transaction has resulted
in a significant change in the Companys capital structure,
most notably an increase in long-term borrowings. In addition,
the transaction has had a significant impact on the
Companys results of operations for the current year due to
substantial privatization related expenses, the application of
purchase accounting, and significantly increased interest
expense. The Company expects the impact of the privatization to
be reduced in future years as a result of the absence of
privatization related costs and lower purchase accounting
related expenses.

Results of Operations

As a result of the going-private merger
transaction, the Companys Consolidated Financial
Statements present the results of operations, financial position
and cash flows prior to the date of the merger transaction as
the Predecessor. The merger transaction and the
Companys results of operations, financial position and
cash flows thereafter are presented as the
Successor. Predecessor results have not been
aggregated with those of the Successor in accordance with
accounting principles generally accepted in the U.S. and
accordingly the Companys Consolidated Financial Statements
do not show results of operations or cash flows for the year
ended January 3, 2004. However, in order to facilitate an
understanding of the Companys results in comparison with
the years ended December 28, 2002 and December 29,
2001, the results of operations of the Predecessor for the
quarter ended March 22, 2003 and the Successor for the
three quarters ended January 3, 2004, are presented
combined (Combined).

24



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##### Table of Contents



The push-down of purchase accounting to the
Company and the substantial increase in debt as a result of the
going-private merger and refinancing transactions, have had a
significant impact on the Companys results of operations
for the year ended January 3, 2004 in comparison to the
Predecessor results for the year ended December 28, 2002.
The Companys results of operations for the year ended
January 3, 2004 were impacted by approximately
$19.3 million of purchase accounting related depreciation
and amortization, $59.3 million of purchase accounting
expense related to the step-up of inventory and a net
$1.4 million of other purchase accounting items, for a
total of $80 million. In addition, the year ended
January 3, 2004 includes $29.1 million of
going-private and refinancing related expenses. The impact of
the purchase accounting and transaction expenses on the
Companys results of operations for the year ended
January 3, 2004 is as follows: additional cost of products
sold ($80.5 million); additional selling, marketing and
general and administrative expenses ($16 million); decrease
in other income (expense), net ($12.6 million); and
decrease in income before income taxes ($109.1 million).
Refer to Note 5 to the Consolidated Financial Statements
for information on the pro forma results of operations as if the
going-private merger and refinancing transactions had occurred
at the beginning of each of the periods presented.

During 2001, the Company disposed of its 97%
interest in the capital stock of Cervecería Hondureña
S.A., a Honduran corporation principally engaged in the beverage
business in Honduras (the Honduran beverage
business). The Companys Consolidated Financial
Statements and Notes to Consolidated Financial Statements
reflect the Honduran beverage business as a discontinued
operation, and accordingly, with the exception of net income,
the Honduran beverage business is excluded from the selected
results of operations presented below. Selected results of
operations for the years ended January 3, 2004,
December 28, 2002 and December 29, 2001 were as
follows:

|                                                          |  |                |           |               |  |            |           |              |  |              |           |   |  |   |           |  |  |   |           | 
|--------------------------------------------------------- |  | -------------- | --------- | ------------- |  | ---------- | --------- | ------------ |  | ------------ | --------- | - |  | - | --------- |  |  | - | --------- | 
|                                                          |  | Three Quarters |           |               |  |            |           |              |  |             
|                                                          |  | Ended          |           | Quarter Ended |  | Year Ended |           | Year Ended   |  | Year Ended  
|                                                          |  | January 3,     |           | March 22,     |  | January 3, |           | December 28, |  | December 29,
|                                                          |  | 2004           |           | 2003          |  | 2004       |           | 2002         |  | 2001        
|                                                          |  |                |           |               |  |            |           |              |  |             
|                                                          |  | Successor      |           | Predecessor   |  | Combined   |           | Predecessor  |  | Predecessor 
|                                                          |  |                |           |               |  |            |           |              |  |             
|                                                          |  |               
|                                                          |  | (In thousands)
|Revenues, net                                             |  | $              | 3,699,971 |               |  | $          | 1,073,170 |              |  | $            | 4,773,141 |   |  | $ | 4,392,073 |  |  | $ | 4,314,821 | 
|Operating income                                          |  |                | 159,518   |               |  |            | 88,790    |              |  |              | 248,308   |   |  |   | 274,515   |  |  |   | 46,704    | 
|Interest income and other income (expense), net           |  |                | (5,398    | )             |  |            | 4,745     |              |  |              | (653      | ) |  |   | 16,362    |  |  |   | 16,274    | 
|Interest expense                                          |  |                | 124,491   |               |  |            | 19,647    |              |  |              | 144,138   |   |  |   | 80,890    |  |  |   | 70,708    | 
|Income taxes                                              |  |                | 6,512     |               |  |            | 13,100    |              |  |              | 19,612    |   |  |   | 53,789    |  |  |   | 29,348    | 
|Cumulative effect of a change in accounting
    principle |  |                |          |               |  |            |          |              |  |              |          |   |  |   | 119,917   |  |  |   |          | 
|Net income                                                |  |                | 23,117    |               |  |            | 60,788    |              |  |              | 83,905    |   |  |   | 36,281    |  |  |   | 150,404   | 



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

For the year ended January 3, 2004, revenues
increased 9% to $4.77 billion from $4.39 billion in
the prior year. This increase is primarily due to favorable
U.S. dollar exchange rates versus the euro, Swedish krona
and Japanese yen, which positively impacted revenues, primarily
in the fresh fruit segment, by approximately $250 million.
In addition, there were overall improved volumes in the fresh
fruit, fresh vegetables and packaged foods segments. The
increase in revenues is also due to an additional week as a
result of a 53-week year in 2003 compared to 52 weeks in
2002. The impact on revenues of this additional week was
approximately $73 million. These increases were partially
offset by lower pricing in the packaged foods segment, lower
pricing in the fresh vegetables packaged salads product line and
the divestiture of certain businesses in the current and prior
year. Divested businesses accounted for a decline in revenues of
approximately $81 million in 2003.

25



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##### Table of Contents



There were no purchase accounting adjustments
that impacted revenues for the year ended January 3, 2004.

For the year ended December 28, 2002,
revenues increased 2% to $4.39 billion from
$4.31 billion in 2001. The increase in revenues was driven
by higher fresh fruit revenues, due in part to favorable
exchange rates, and higher packaged foods revenues. Favorable
exchange rates benefited revenues by approximately
$30 million. This increase was partially offset by lower
fresh vegetables and fresh-cut flowers revenues, as well as the
divestiture of businesses during the year. Divested businesses
accounted for a decline in revenues of approximately
$73 million in 2002.



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

For the year ended January 3, 2004,
operating income decreased 10% to $248.3 million from
$274.5 million in the year ended December 28, 2002.
The decrease was primarily attributable to increased expenses of
$88 million as a result of purchase accounting adjustments
to inventory of $59.3 million, property, plant and
equipment of $18.3 million, amortizable intangibles of
$7.9 million and foreign currency related items of
$2.5 million. In addition, the Company incurred a
$2.4 million loss on the sale of Fabrica. The loss on the
sale of Fabrica excludes $8 million of foreign currency
related losses that were eliminated in purchase accounting. The
decline in operating income from the previous year was also
attributable to privatization related expenses of
$15.5 million, hedging gains in the prior year of
$10.1 million and lower earnings from the Companys
fresh vegetables segment. These decreases were partially offset
by improved earnings from the fresh fruit, packaged foods and
fresh-cut flowers segments and lower corporate expenses.
Earnings also improved due to favorable U.S. dollar
exchange rates versus the euro, the Swedish krona and the
Japanese yen, which, net of current year hedge gains and losses
benefited 2003 by approximately $22 million. In addition,
the Company incurred a $5.9 million foreign exchange loss
on debt denominated in British pounds. The impact of the
additional week in 2003 on operating income was not significant.

For the year ended December 28, 2002,
operating income increased to $274.5 million from
$46.7 million in 2001. The increase is primarily due to
higher sales, the absence of business reconfiguration charges
incurred in 2001 of $133 million and the absence of
goodwill amortization expense incurred in 2001 of
$11 million. Favorable foreign exchange rates, net of
hedging gains and losses, positively impacted earnings by
approximately $13.8 million in 2002. The increase in
operating income was partially offset by higher corporate and
other expenses.



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

For the year ended January 3, 2004, interest
income decreased to $7.1 million from $12 million in
2002. The decline is due to lower average cash balances during
2003 as a result of cash used in the going-private merger
transaction. Other income (expense), net decreased to an expense
of $7.7 million in the current year from income of
$4.4 million in 2002. The decrease is primarily due to the
write-off of deferred debt issuance costs of $12.6 million
associated with accelerated debt repayments.

For the year ended December 28, 2002,
interest income increased to $12 million from
$5.8 million in 2001, due to higher average cash balances.
This primarily resulted from the issuance of $400 million
7.25% unsecured senior notes due 2009 during the second quarter
of 2002, and the proceeds from the disposal of the Honduran
beverage business in the fourth quarter of 2001. Other income
(expense), net decreased to income of $4.4 million in 2002
from income of $10.5 million in 2001. The decrease is due
to the absence of a gain on sale of investments recorded in 2001
of $8.2 million and higher minority interest expense in
2002 of $3.7 million, partially offset by higher equity
earnings in 2002 versus 2001.



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

Interest expense for the year ended
January 3, 2004 was $144.1 million, as compared to
$80.9 million in 2002. Interest expense in 2003 increased
primarily as a result of higher average debt balances due to the
issuance of additional debt to finance the going-private merger
transaction, as well as the amortization of deferred debt
issuance costs of $7.2 million.

26



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##### Table of Contents



Interest expense for the year ended
December 28, 2002 increased to $80.9 million from
$70.7 million in 2001. The increase was primarily due to
the issuance of the $400 million 7.25% unsecured senior
notes due 2009 during the second quarter of 2002.



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

Income tax expense for the year ended
January 3, 2004 decreased to $19.6 million from
$53.8 million in 2002. The Companys effective tax
rate fell to 18.9% in 2003 from 25.6% in 2002. The reduction in
the effective income tax rate in the current year is primarily
due to a change in the mix of taxable earnings, due in part to
significantly higher domestic interest expense. For all periods
presented, the effective income tax rate differs from the
U.S. federal statutory rate primarily due to earnings from
operations being taxed in foreign jurisdictions at lower net
effective rates than the U.S. rate. No U.S. taxes have
been provided on these earnings because such earnings are
intended to be indefinitely invested outside the U.S.

Income tax expense increased in 2002 to
$53.8 million from $29.3 million in 2001 primarily due
to higher earnings in 2002, partially offset by a
$5 million income tax refund received during 2002. In 2001,
the income tax expense was $29.3 million on pretax losses
of approximately $7.7 million. The difference in the 2002
and 2001 effective tax rates is primarily due to the
$133 million business reconfiguration expense recorded in
2001. Approximately $101 million of this business
reconfiguration expense related to foreign tax jurisdictions. A
valuation allowance was established to offset deferred tax
assets related to the business reconfiguration expense in
jurisdictions where the Company has determined that it is more
likely than not that these benefits will not be realized.



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

During the second quarter of 2002, the Company
completed the two-step process of the transitional goodwill
impairment test prescribed in Statement of Financial Accounting
Standards No. 142 (FAS 142),
Goodwill and Other Intangible Assets. The
transitional goodwill impairment test resulted in the Company
recognizing a non-cash transitional goodwill impairment charge
of $119.9 million related entirely to the fresh-cut flowers
reporting segment. As required by FAS 142, the
$119.9 million charge has been retroactively reflected as a
cumulative effect of a change in accounting principle in the
Companys Consolidated Statement of Operations for the year
ended December 28, 2002.

Segment Results of Operations

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

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

27



---



##### Table of Contents



comparable to other similarly titled measures
computed by other companies, because all companies do not
calculate EBIT in the same fashion.


|                                 |                          |                |           |             |  |             |           |           |  |   |           |           | 
|-------------------------------- | ------------------------ | -------------- | --------- | ----------- |  | ----------- | --------- | --------- |  | - | --------- | --------- | 
|                                 |                          | 2003           |           | 2002        |  | 2001       
|                                 |                          |                |           |             |  |            
|                                 |                          | Combined       |           | Predecessor |  | Predecessor
|                                 |                          |                |           |             |  |            
|                                 |                          |               
|                                 |                          | (In thousands)
|Revenues from external customers |                          |                |           |             |  |             |           |           |  |   |           |          
|                                 | Fresh fruit              |                | $         | 3,134,144   |  |             | $         | 2,772,758 |  |   | $         | 2,701,422 | 
|                                 | Fresh vegetables         |                |           | 850,584     |  |             |           | 825,559   |  |   |           | 827,528   | 
|                                 | Packaged foods           |                |           | 587,226     |  |             |           | 588,991   |  |   |           | 556,143   | 
|                                 | Fresh-cut flowers        |                |           | 168,086     |  |             |           | 173,927   |  |   |           | 196,430   | 
|                                 | Other operating segments |                |           | 33,101      |  |             |           | 30,838    |  |   |           | 33,298    | 
|                                 |                          |                |           |             |  |             |           |           |  |   |           |          
|                                 |                          | $              | 4,773,141 |             |  | $           | 4,392,073 |           |  | $ | 4,314,821 |          
|                                 |                          |                |           |             |  |             |           |           |  |   |           |          

|                                                                                                                               |                          |                |         |             |   |             |         |         |   |   |        |         |  
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------ | -------------- | ------- | ----------- | - | ----------- | ------- | ------- | - | - | ------ | ------- | -
|                                                                                                                               |                          | 2003           |         | 2002        |   | 2001       
|                                                                                                                               |                          |                |         |             |   |            
|                                                                                                                               |                          | Combined       |         | Predecessor |   | Predecessor
|                                                                                                                               |                          |                |         |             |   |            
|                                                                                                                               |                          |               
|                                                                                                                               |                          | (In thousands)
|EBIT                                                                                                                           |                          |                |         |             |   |             |         |         |   |   |        |        
|                                                                                                                               | Fresh fruit              |                | $       | 235,181     |   |             | $       | 217,844 |   |   | $      | 48,478  |  
|                                                                                                                               | Fresh vegetables         |                |         | 63,452      |   |             |         | 82,699  |   |   |        | 47,793  |  
|                                                                                                                               | Packaged foods           |                |         | 35,112      |   |             |         | 64,905  |   |   |        | 43,684  |  
|                                                                                                                               | Fresh-cut flowers        |                |         | 792         |   |             |         | (5,925  | ) |   |        | (18,717 | )
|                                                                                                                               | Other operating segments |                |         | 354         |   |             |         | 713     |   |   |        | (837    | )
|                                                                                                                               |                          |                |         |             |   |             |         |         |   |   |        |        
|                                                                                                                               | Total operating segments |                |         | 334,891     |   |             |         | 360,236 |   |   |        | 120,401 |  
|                                                                                                                               | Corporate and other EBIT |                |         | (87,236     | ) |             |         | (69,359 | ) |   |        | (57,423 | )
|                                                                                                                               | Interest expense         |                |         | 144,138     |   |             |         | 80,890  |   |   |        | 70,708  |  
|                                                                                                                               |                          |                |         |             |   |             |         |         |   |   |        |        
|Income (loss) from continuing operations before
    income taxes and cumulative effect of a change in accounting
    principle |                          | $              | 103,517 |             |   | $           | 209,987 |         |   | $ | (7,730 | )      
|                                                                                                                               |                          |                |         |             |   |             |         |         |   |   |        |        



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

Fresh Fruit:Fresh
fruit revenues increased 13% to $3.1 billion in 2003 from
$2.8 billion in 2002. The increase in fresh fruit revenues
was primarily due to favorable exchange rates, higher volumes of
bananas sold in North America, Europe and Asia and significantly
higher Tropical Gold pineapple volumes sold in North America,
Europe and Asia. In November 2003, the Company changed the name
of its Latin-sourced super-sweet yellow pineapple from DOLE
PREMIUM SELECT® to Tropical Gold®. In addition, the
Company experienced higher volumes and pricing of Chilean
deciduous fruit, as well as expanded activity in the European
ripening and distribution business. The net impact of exchange
rates on year-over-year revenues was approximately
$247 million. This impact is due primarily to a weaker
U.S. dollar versus the euro, the Swedish krona and the yen,
which impacted revenues by $123 million, $81 million
and $38 million, respectively. The increase in revenues was
partially offset by lower local currency pricing of bananas in
Europe and Asia, in response to stronger local currencies, lower
banana pricing in North America, and the winding down of the
California deciduous operations in the prior year. The exiting
of the California deciduous operations accounted for a reduction
in revenues of approximately $14 million in 2003 versus
2002.

Fresh fruit EBIT increased 8% to
$235.2 million in 2003 from $217.8 million in 2002.
EBIT increased primarily due to the same factors that drove the
increase in revenues, as well as lower unit costs of fruit
resulting from higher production volumes, operational
efficiencies, and other cost reduction initiatives. In addition,
the exiting of the California deciduous and Pacific Northwest
apples operations benefited EBIT in 2003 due to the absence of
approximately $8.1 million in operating losses and shutdown
expenses incurred by

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these operations in 2002. Favorable exchange
rates, net of current year hedge gains and losses and losses on
foreign denominated debt, benefited EBIT by approximately
$16 million in 2003. The increase in EBIT was partially
offset by $29.9 million of purchase accounting related
expenses mainly from the step-up of inventory and property,
plant and equipment and the absence of hedge gains recognized in
the prior year of $10.1 million. Higher third party
purchased pineapple and higher fuel prices further negatively
impacted fresh fruit EBIT in 2003.


Fresh Vegetables:Fresh vegetables revenues for 2003 increased 3% to
$850.6 million from $825.6 million in 2002. The
increase in revenues was primarily driven by higher volumes of
packaged salads and higher volumes and pricing of commodity
vegetables. This increase was partially offset by lower packaged
salads pricing and the impact of the disposition of the
Companys interest in Pascual Hermanos in the third quarter
of 2002. Pascual Hermanos revenues were $26.4 million in
2002.

Fresh vegetables EBIT for 2003 decreased to
$63.5 million from $82.7 million in 2002. EBIT for
2003 was negatively impacted by higher product costs, purchase
accounting related expenses of $3.9 million, and higher
distribution costs, in part due to higher fuel prices. Higher
product costs resulted primarily from higher purchases of
lettuce from non-contracted growers due to a shortage in the
fourth quarter of 2003. These factors were partially offset by
higher sales. Pascual Hermanos related EBIT, excluding a
$4.3 million gain on disposal, was $4 million in 2002.

Packaged Foods:Packaged foods revenues in 2003 decreased slightly to
$587.2 million from $589 million in 2002. The decrease
in revenues was mainly due to the sale of Fabrica in the third
quarter of 2003 and the sale of Saman in the third quarter of
2002. These factors were partially offset by higher worldwide
volumes of canned pineapple and pineapple concentrate and the
introduction of DOLE Fruit in Plastic Jars. Fabrica revenues
were $17.6 million and $24.5 million in 2003 and 2002,
respectively. Saman revenues were $27.1 million in 2002.

Packaged foods EBIT in 2003 decreased to
$35.1 million from $64.9 million in 2002. EBIT for the
year decreased primarily due to the impact of purchase
accounting, which resulted in additional depreciation and
amortization and inventory costs of approximately
$41.5 million. The Company also incurred a loss, net of
purchase accounting, of $2.4 million on the sale of its 81%
interest in Fabrica. These factors were partially offset by
higher sales from ongoing businesses, the absence of losses from
Saman, which was sold in the prior year, and lower marketing
expenses. Excluding the loss on sale of Fabrica, Fabrica EBIT
was $1.3 million and $1.5 million in 2003 and 2002,
respectively. Saman related EBIT, excluding a loss on disposal
of $4.1 million, was a loss of approximately
$3.7 million in 2002.

Fresh-cut Flowers:Fresh-cut flowers revenues in 2003 decreased to
$168.1 million from $173.9 million in 2002. The
decrease in revenues was attributable to lower pricing,
primarily in the wholesale channel.

EBIT in the fresh-cut flowers segment in 2003
improved to $0.8 million from a loss of $5.9 million
in 2002. EBIT in 2003 benefited from favorable foreign currency
exchange rates, lower import duties as a result of the
reinstatement of the Andean Trade Preference Act, lower
operating costs due to the closure of five farms in Colombia and
one in Mexico, and lower third party purchases. These cost
improvements were partially offset by lower sales and the impact
of purchase accounting, primarily to the step up of inventory,
of approximately $5.2 million.

Corporate and Other:Corporate and other EBIT includes general and administrative
costs not allocated to operating segments. Corporate and other
EBIT in 2003 was a loss of $87.2 million compared to a loss
of $69.4 million in 2002. The increase was primarily due to
$29.1 million of going-private merger transaction and
refinancing expenses and lower interest income in 2003,
partially offset by approximately $9 million of higher
legal expenses in 2002.



| |                        
| | -----------------------
| | 2002 Compared with 2001

Fresh Fruit:Fresh
fruit revenues increased 3% to $2.8 billion in 2002 from
$2.7 billion in 2001. The increase in fresh fruit revenues
was primarily due to higher pricing for bananas sold in Asia,
higher volumes in the European ripening and distribution
business and higher volumes of Tropical Gold pineapples.
Revenues,

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primarily in the fresh fruit segment, were also
favorably impacted by foreign currency exchange rates. The net
impact of exchange rates on year-over-year revenues was
approximately $30 million; this impact primarily consists
of a $47 million increase in revenues due to a stronger
euro-to-dollar exchange rate, partially offset by a
$17 million decrease from a weaker yen-to-dollar exchange
rate. These benefits were partially offset by lower volumes of
bananas sold in Europe, lower pricing of bananas sold in North
America and the winding down of the California deciduous
operations in 2002 and Pacific Northwest apples operations in
2001. The exiting of the California deciduous and Pacific
Northwest apples operations accounted for a reduction in
revenues of approximately $28 million in 2002 versus 2001.


Fresh fruit EBIT increased to $217.8 million
in 2002 from $48.5 million in 2001. EBIT increased
primarily due to the same factors that drove the increase in
revenues. The stronger average euro-to-dollar exchange rate
impacted year-over-year total EBIT, primarily in the fresh fruit
segment, by approximately $11 million as compared to 2001.
The weaker average yen-to-dollar exchange rate did not
significantly impact EBIT in 2002. In addition, the exiting of
the California deciduous and Pacific Northwest apples operations
increased EBIT in 2002 due to lower operating losses from these
operations of approximately $4 million. EBIT in 2002
further benefited from the absence of $74 million of
business reconfiguration expenses included in 2001 EBIT. The
Company also incurred $5 million of expenses in 2001
related to the divestiture of the Companys controlling
interest in a banana production joint venture in South America.
EBIT in 2002 also benefited from the absence of goodwill
amortization, as a result of the adoption of FAS 142 at the
beginning of 2002. The Company recognized $7 million in
goodwill amortization in 2001.

Fresh Vegetables:Fresh vegetables revenues for 2002 decreased slightly to
$825.6 million from $827.5 million in 2001. Revenues
were impacted by lower commodity vegetable volumes, the
disposition of the Companys interest in Pascual Hermanos
in the third quarter of 2002 and higher marketing expenses,
which are treated as a reduction of revenues as required under
EITF 01-9. These decreases were partially offset by higher
volumes in the packaged salads business.

Fresh vegetables EBIT for 2002 increased to
$82.7 million from $47.8 million in 2001. EBIT for
2002 benefited from the absence of $34 million of business
reconfiguration expenses included in 2001 EBIT. EBIT in 2002
also included a $4 million gain on the sale of Pascual
Hermanos. Excluding the impact of the 2001 business
reconfiguration expense and the gain on sale of Pascual
Hermanos, EBIT in 2002 decreased slightly due to lower commodity
vegetable volumes, partially offset by higher volumes in the
packaged salads business.

In September 2002, the Company sold all of its
91% equity interest in, and outstanding loans due from, Pascual
Hermanos, a Spanish corporation held for sale since 2001, for
approximately $18.1 million, net of cash on hand at the
date of sale. The financial results of Pascual Hermanos are
included in the fresh vegetables reporting segment through the
effective date of disposal. In the third quarter of 2002, the
Company recorded a gain on this sale of approximately
$4 million, net of transaction expenses. The gain was
included in selling, marketing and general and administrative
expenses in the Consolidated Statements of Operations. Revenues
related to Pascual Hermanos for 2002 and 2001 were
$26.4 million and $45 million, respectively. EBIT
related to Pascual Hermanos for 2002 and 2001 was
$4 million and $1.6 million, respectively.

Packaged Foods:Packaged foods revenues in 2002 increased to $589 million
from $556.1 million in 2001. The increase in revenues was
due to higher volumes from the continued success of FRUIT BOWLS
and FRUIT-N-GEL BOWLS products. The increase in revenues was
partially offset by higher marketing expenses, which are treated
as a reduction of revenues as required under EITF 01-9, and the
sale of Saman during the third quarter of 2002.

Packaged foods EBIT in 2002 increased to
$64.9 million from $43.7 million in 2001. EBIT in 2002
benefited from the absence of $17 million of business
reconfiguration expenses included in 2001 EBIT. Excluding the
impact of the 2001 business reconfiguration expenses, EBIT for
packaged foods increased approximately $4 million compared
to the prior year. This increase in EBIT was due to higher
volumes from the continued success of the FRUIT BOWLS and
FRUIT-N-GEL BOWLS products, lower product costs and slightly
higher pricing in traditional canned products, partially offset
by a $4 million loss recorded on the sale of Saman.

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In October 2002, the Company sold its wholly
owned subsidiary, Saman, for $6 million in cash, net of
cash on hand at the date of sale. Saman is a European dried
fruit and nut processor held for sale since 2001. The financial
results of Saman are included in the packaged foods reporting
segment through the effective date of disposal. In the third
quarter of 2002, the Company recorded a loss on the sale of
approximately $4 million, net of transaction expenses. The
loss is included in selling, marketing and general and
administrative expenses in the Consolidated Statements of
Operations. Revenues related to Saman for 2002 and 2001 were
$27.1 million and $50.1 million, respectively. EBIT
related to Saman for 2002 and 2001 were losses of
$3.7 million and $0.5 million, respectively.

Fresh-Cut Flowers:Fresh-cut flowers revenues in 2002 decreased to
$173.9 million from $196.4 million in 2001. The
decrease in revenues was attributable to lower volumes partially
offset by a slight increase in pricing.

EBIT in the fresh-cut flowers segment in 2002
improved to a loss of $5.9 million from a loss of
$18.7 million in 2001. EBIT in 2002 benefited from the
absence of $7 million of business reconfiguration expenses
and the absence of $4 million of goodwill amortization
included in 2001 EBIT. The Company did not record goodwill
amortization related to fresh-cut flowers in 2002 as a result of
the adoption of FAS 142. Excluding the impact of the
business reconfiguration expenses and goodwill amortization,
2002 EBIT improved $1 million compared to the prior year,
principally due to lower operating costs primarily as a result
of the closure of six production farms, partially offset by
lower revenues.

Corporate and Other:Corporate and other EBIT in 2002 was a loss of
$69.4 million compared to a loss of $57.4 million in
2001. The difference between the years is largely due to
approximately $9 million of higher legal expenses in 2002
attributable to ongoing lawsuits filed against the Company
related to its past use of an agricultural chemical called DBCP,
as discussed further in Note 18 to the Consolidated
Financial Statements, and higher employee incentive costs as a
result of stronger earnings in 2002. EBIT in 2002 was further
impacted by a loss on the early retirement of debt of
approximately $3.4 million and $3.4 million in
transaction costs related to the going-private merger
transaction. In contrast, 2001 EBIT included an $8 million
gain on available-for-sale securities. These factors were
partially offset by lower consulting fees in 2002 and higher
interest income.

Liquidity and Capital Resources

CASH REQUIREMENTS:

The following tables summarize the Companys
contractual obligations and commitments at January 3, 2004:

|                                   |                             |                        |           |           |  |           |         |           |  |         |         |         |  |   |         |         |  |   |           |           | 
|---------------------------------- | --------------------------- | ---------------------- | --------- | --------- |  | --------- | ------- | --------- |  | ------- | ------- | ------- |  | - | ------- | ------- |  | - | --------- | --------- | 
|                                   |                             |                       
|                                   |                             | Payments Due by Period
|                                   |                             |                       
|                                   |                             |                        |           | Less Than |  |           |         | After    
|                                   |                             | Total                  |           | 1 Year    |  | 1-3 Years |         | 4-5 Years |  | 5 Years
|                                   |                             |                        |           |           |  |           |         |           |  |        
|                                   |                             |                       
|                                   |                             | (In thousands)        
|Contractual obligations            |                             |                        |           |           |  |           |         |           |  |         |         |         |  |   |         |         |  |   |           |          
|                                   | Long-term debt              |                        | $         | 1,755,602 |  |           | $       | 40,382    |  |         | $       | 80,625  |  |   | $       | 204,917 |  |   | $         | 1,429,678 | 
|                                   | Capital lease obligations   |                        |           | 93,550    |  |           |         | 5,245     |  |         |         | 8,408   |  |   |         | 7,023   |  |   |           | 72,874    | 
|                                   | Operating lease commitments |                        |           | 420,697   |  |           |         | 83,353    |  |         |         | 124,337 |  |   |         | 49,859  |  |   |           | 163,148   | 
|                                   | Purchase obligations        |                        |           | 1,494,478 |  |           |         | 358,217   |  |         |         | 593,193 |  |   |         | 401,468 |  |   |           | 141,600   | 
|                                   |                             |                        |           |           |  |           |         |           |  |         |         |         |  |   |         |         |  |   |           |          
|Total contractual cash obligations |                             | $                      | 3,764,327 |           |  | $         | 487,197 |           |  | $       | 806,563 |         |  | $ | 663,267 |         |  | $ | 1,807,300 |          
|                                   |                             |                        |           |           |  |           |         |           |  |         |         |         |  |   |         |         |  |   |           |          

Long-Term Debt:Refer to Sources and Uses of Cash below and
Note 12 of the Consolidated Financial Statements for
details of the Companys long-term debt.

Capital Lease
Obligations:Included in the
Companys capital lease obligations is $89.6 million
related to two vessel leases. The Company has a walk-away option
on each of these leases, exercisable in November 2004. If
the Company elects not to exercise these options, the lease term
continues for an additional 20 years. The timing of
payments under these capital lease obligations assumes the
Company will

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not exercise this walk-away option. The remaining
$4 million of capital lease obligations relate primarily to
machinery and equipment.


Operating Lease
Commitments:The Company has
obligations under non-cancelable operating leases, primarily for
land, as well as for certain equipment and office facilities.
The leased assets are used in the Companys operations
where leasing offers advantages of operating flexibility and is
less expensive than alternate types of funding. Lease payments
under a significant portion of the Companys operating
leases are based on fixed interest rates. Lease payments are
charged to operations, primarily through cost of products sold.
Total rental expense, including rent related to cancelable and
non-cancelable leases, was $98.4 million,
$109.3 million and $126.1 million (net of sublease
income of $15.1 million, $14.7 million and
$12.8 million) for 2003, 2002 and 2001, respectively.

Included in operating lease commitments are the
Companys maximum potential undiscounted future payments on
residual value guarantees on an aircraft lease. The maximum
exposure, which would occur if the fair value of the aircraft is
less than $20 million at the termination of the lease in
2009, is approximately $8.2 million.

Purchase
Obligations:In order to secure
sufficient product to meet demand and to supplement the
Companys own production, the Company has entered into
non-cancelable agreements with independent growers in Latin
America to purchase substantially all of their production
subject to market demand and product quality. Prices under these
agreements are generally fixed and contract terms range from one
to six years. Total purchases under these agreements amounted to
$293.2 million, $260.6 million and $231.1 million
for the years ended January 3, 2004, December 28, 2002
and December 29, 2001, respectively.

In order to ensure a steady supply of packing
supplies and to maximize volume incentive rebates, the Company
has entered into contracts with certain suppliers for the
purchase of packing supplies at formula-based prices over
periods of up to three years. Purchases under these contracts
for 2003, 2002 and 2001 were approximately $76.3 million,
$51.3 million and $51.9 million, respectively.

Other Obligations and
Commitments:The Company has
obligations with respect to its pension and other postretirement
benefit (OPRB) plans (Note 13 to the
Consolidated Financial Statements). Assuming no change in the
pension and OPRB assumptions, the Company would expect to
contribute $9.6 million, $8.7 million,
$16.3 million, $21.7 million and $19.5 million to
its U.S. pension and OPRB plans during the 2004, 2005,
2006, 2007, and 2008 fiscal years, respectively.

In connection with the acquisition of its 60%
interest in Saba Trading AB in 1998, the Company has the
right to purchase (the call option), at its sole
discretion, the minority shareholders entire interest in
Saba during either January 2004 or January 2008. In
addition, each minority shareholder separately has the right to
require the Company to purchase (the put option) the
shareholders interest during either February 2005 or
February 2008. The call option price and the put option
price are computed based upon formulas as specified in the
agreements. The Company has elected not to exercise the
January 2004 call option. In the event that each minority
shareholder exercises its put option, the minimum aggregate
price payable by the Company for these minority interests under
these formulas would approximate $47.2 million at
January 3, 2004.

The Company has numerous collective bargaining
agreements with various unions covering approximately 46% of the
Companys hourly full time and seasonal employees. Of the
unionized employees, 28% are covered under a collective
bargaining agreement that will expire within one year and the
remaining 72% are covered under collective bargaining agreements
expiring beyond the upcoming year. These agreements are subject
to periodic negotiation and renewal. Failure to renew any of
these collective bargaining agreements may result in a strike or
work stoppage; however management does not expect that the
outcome of these negotiations and renewals will materially
adversely affect the Companys financial condition or
results of operations.

The Company believes that available borrowings
under the revolving credit facility of $207 million at
January 3, 2004, together with its existing cash balance of
approximately $33 million at January 3, 2004, future
cash flow from operations and access to capital markets will
enable it to meet its working capital, capital expenditure, debt
maturity and other commitments and funding requirements. Factors
impacting the

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Companys cash flow from operations include
such items as commodity prices, interest rates and foreign
currency exchange rates, among other things. These factors are
set forth under Risk Factors in Item 1 of this
Form 10-K, in the Market Risk section below and
elsewhere in this Form 10-K.


SOURCES AND USES OF CASH:

Operating:The
primary drivers of the Companys operating cash flows are
earnings from operating activities, adjusted for cash generated
from or used in net working capital, interest paid and taxes
paid or refunded.

The factors that impact the Companys cash
earnings are similar to those that impact the Companys net
income, including foreign currency fluctuations, changes in
commodity prices and volumes, changes in interest rates and the
tax jurisdiction of the earnings. The most significant recurring
non-cash items included in net income are depreciation and
amortization, earnings from equity investments, minority
shareholders expense and gains and losses on the sale of assets.
Changes in working capital generally correspond to operating
activity. For example, as revenues increase, a larger investment
in working capital is typically required. Management attempts to
keep the Companys investment in net working capital to a
reasonable minimum by closely monitoring inventory levels and
matching production to expected market demand, keeping tight
control over collection of receivables and optimizing payment
terms on its trade and other payables.

Cash flows generated by operating activities from
continuing operations was $339 million in 2003 compared to
$227 million in 2002. The increase in 2003 is due to higher
cash earnings and a decrease in net working capital
(receivables, inventories, prepaid and other assets less
accounts payable and accrued liabilities). The decrease in net
working capital in 2003 is due to lower inventory balances,
particularly packaged foods inventory, due to the implementation
of a new supply chain system and a build-up of FRUIT BOWLS and
FRUIT-N-GEL BOWLS inventory in 2002 to support higher sales
volumes, partially offset by higher receivables, driven by
higher sales. Cash flows were further benefited by tax refunds
of approximately $28.9 million and the absence of a
$67 million tax payment made in 2002 related to the
disposal of the Honduran beverage business in 2001. The Company
paid interest of $125.9 million in 2003 and
$75.6 million in 2002.

Investing:Cash
flows used in investing activities increased to
$1.595 billion in 2003 from $170 million in the prior
year. In 2003, cash flows used in investing activities related
primarily to cash used in the going-private merger transaction
of $1.538 billion, as well as capital expenditures and
business acquisitions of $118.7 million, which included the
purchase of $31 million of containers that were previously
leased under operating leases and $10.2 million related to
the acquisition of Costa Rican pineapple farmland. This use of
cash was partially offset by proceeds from the sale of assets,
including $36 million from the sale of two corporate
aircraft, and proceeds from the sale of businesses, primarily
Fabrica, of $7.8 million. 2002 capital additions included
the acquisition of eight vessels for approximately
$121 million and the purchase of an interest in a new
aircraft for $23 million. Proceeds from the sales of assets
of $36 million in 2002 are primarily due to sales of assets
in the California deciduous and Pacific Northwest apples
operations, which the Company identified for disposal in 2001.
Net proceeds from the sales of businesses of $24 million in
2002 relate to the sales of Pascual Hermanos and Saman in the
third quarter of 2002.

With the exception of the purchase of
$31 million of containers, which was made in connection
with the going-private merger transaction, capital expenditures
in 2003 were funded by operating cash flows.

Financing:Cash
flows from financing activities increased to $636.8 million
in 2003 from $224.6 million in 2002. The majority of the
cash from financing activities in 2003 resulted from the
issuance, net of repayments, of $860.8 million of
additional long-term debt in the going-private and refinancing
transaction, as well as an equity contribution of
$125 million also in connection with the going-private
merger transaction. These increases were partially offset by
additional debt repayments, net of additional borrowings, of
$276.5 and the payment of dividends of $14 million. The
Company financed the additional debt repayments using cash
generated from operations.

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In connection with the going-private merger and
refinancing transactions described above, the Company obtained
$1.125 billion in senior secured credit facilities
(consisting of $825 million of Term Loan A and Term
Loan B facilities, and $300 million of revolving
credit facilities), issued $475 million principal amount of
Senior Notes due 2011, repaid approximately $509.8 million
of existing Senior Notes due 2003 and 2005 and repaid
approximately $37.3 million of a capital lease obligation
related to refrigerated shipping containers. In addition, the
Company recorded long-term debt of $139.8 million related
to lease obligations for two vessels and debt related to the
Companys corporate headquarters lease (corporate
headquarters financing facility) upon the adoption of
FIN 46. Refer to Recently Issued Accounting
Pronouncements below for further details of the
Companys adoption of FIN 46.

On May 29, 2003, the Company issued and sold
$400 million aggregate principal amount of
7.25% Senior Notes due 2010 (the 2010 Notes) in
an offering exempt from the registration requirements of the
Securities Act of 1933. The Company used the net proceeds from
this offering of approximately $396 million, together with
other available cash of $4 million, to prepay
$400 million of the term loans under the senior secured
credit facility.

In November 2003, the Company renegotiated
its senior secured credit facilities. The renegotiation resulted
in modifications to certain covenants, which increased the
maximum limits on certain investing activities and increased the
maximum additional indebtedness that the Company can incur. As a
result of the renegotiation, the Company received proceeds from
a new term loan (Term Loan C) of
$315 million. These proceeds, together with available cash
of $14.5 million, were used to repay the amounts
outstanding under the existing term loan facilities (Term
Loans A and B) and corporate headquarters financing
facility of $272.6 million and $54.9 million,
respectively. As of January 3, 2004, $305 million was
outstanding under Term Loan C. The facility expires in
September 2008.

As of January 3, 2004, the outstanding
borrowings under the $300 million revolving credit
facilities totaled $20.0 million. The revolvers expire in
March 2008. The balance of funds available under the
revolving credit facilities may be utilized for borrowings to
finance short-term working capital needs of the Company or the
issuance of letters of credit and bank guaranties. The Company
also has the ability to issue up to $225 million of letters
of credit and bank guarantees under the facility, which if
utilized, reduce available borrowings under these facilities. At
January 3, 2004, after taking into account approximately
$73 million of outstanding letters of credit and bank
guaranties drawn against these facilities, the Company had
approximately $207 million available under these revolvers.

In addition to amounts available under the
$300 million revolving credit facilities, the
Companys subsidiaries have uncommitted lines of credit of
approximately $127.1 million at various local banks, of
which $119.7 million was available at January 3, 2004.
These lines of credit lines are used primarily for overdrafts,
foreign exchange settlement and the issuance of letters of
credit or bank guarantees. The Companys uncommitted lines
of credit do not have a commitment expiration date, and may be
cancelled at any time by the Company or the banks.

In connection with the consummation of the
going-private merger transaction a $400 million, 5-year
credit facility, was cancelled.

GUARANTEES, CONTINGENCIES AND DEBT COVENANTS:

The Company is a guarantor of indebtedness of
some of its key fruit suppliers and other entities integral to
the Companys operations. At January 3, 2004, these
guarantees primarily consisted of guarantees for bank loans to
its growers and other affiliates of $6.7 million. The
Company has not historically experienced any significant losses
associated with these guarantees.

As part of its normal business activities, the
Company and its subsidiaries also provide guarantees to various
regulatory authorities, primarily in Europe, in order to comply
with foreign regulations when operating businesses overseas.
These guarantees relate to customs duties and banana import
license fees that are granted to the European Union member
states agricultural authority. These guarantees are
obtained from commercial banks in the form of letters of credit
or bank guarantees. In addition, the Company issues letters of
credit and

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bonds through major banking institutions and
insurance companies as required by certain vendor and other
operating agreements. As of January 3, 2004, total letters
of credit and bonds outstanding were $91.7 million.


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

The Company has change of control agreements with
certain key executives, under which severance payments and
benefits would become payable in the event of specified
terminations of employment following a change of control (as
defined) of the Company. The going-private merger transaction
(Note 3 to the Consolidated Financial Statements) did not
trigger the change of control provisions as outlined in these
agreements.

As disclosed in Note 18 to the Consolidated
Financial Statements, the Company is subject to legal actions,
most notably related to the Companys prior use of the
agricultural chemical DBCP. Although no assurance can be given
concerning the outcome of these cases, in the opinion of
management, after consultation with legal counsel and based on
past experience defending and settling DBCP claims, the pending
lawsuits are not expected to have a material adverse effect on
the Companys financial condition or results of operations.

Provisions under the senior secured credit
facilities and the indentures to the senior notes and debentures
require the Company to comply with certain covenants. These
covenants include financial performance measures, such as a
minimum required interest coverage ratio, a minimum fixed charge
coverage ratio, minimum quarterly earnings and maximum permitted
leverage ratios, as well as limitations on, among other things,
indebtedness, capital expenditures, investments, loans to
subsidiaries, employees and third parties, the issuance of
guaranties and the payment of dividends. The most significant
covenant that restricts the Companys ability to undertake
additional financing relates to the leverage ratio in the credit
agreement. The leverage ratio is defined in the credit agreement
as the ratio of consolidated debt to EBITDA (both terms as
defined). Under current conditions the Company could borrow
approximately an additional $500 million at January 3,
2004 and remain within this and its other covenants. The
leverage ratio declines over the term of the facilities. At
January 3, 2004, the Company was in compliance with all
applicable covenants.

Dole expects that it will soon finalize a fourth
amendment to its Credit Agreement. Among other provisions, under
the fourth amendment, Doles current parent, DHM Holding
Company, Inc., will transfer all of the outstanding capital
stock of Dole Food Company, Inc. to a new intermediate
holding company, Dole Holding Company, LLC, a Delaware limited
liability company. Dole Holding Company, LLC will itself become
a direct, wholly-owned subsidiary of DHM Holding
Company, Inc. In addition, the fourth amendment will permit
Dole to pay dividends or make loans to Dole Holding Company,
LLC, up to the then current amount permitted under the
indentures governing Doles senior notes and debentures.
The fourth amendment will require that any funds so dividended
or loaned to Dole Holding Company, LLC be promptly either:
(a) used to service any Dole Holding Company, LLC senior
notes (as described below); or (b) dividended or loaned to
DHM Holding Company, Inc., which must promptly invest them
in a company formed by DHM Holding Company, Inc. for the
development, construction and operation of a wellbeing center/
hotel/ spa/ conference center/ studio and reasonably related
extensions thereof (including the promotion of nutritional
education, production and distribution of nutrition- or
health-oriented programming on cable television and the sale of
educational videos). The fourth amendment also will permit Dole
Holding Company, LLC to issue up to $250 million of senior
notes that would be structurally subordinated to Doles
existing senior notes and debentures. The proceeds of any such
senior notes offerings would be required to be promptly either:
(a) contributed or loaned to Dole Food Company, Inc.
to repay its revolving loans or for its other working capital or
general corporate purposes, or (b) loaned or dividended to
DHM Holding Company, Inc. for investment in the new company
formed by DHM Holding Company, Inc., as described above.

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Critical Accounting Policies and
Estimates

The preparation of the Consolidated Financial
Statements requires management to make estimates and assumptions
that affect reported amounts. These estimates and assumptions
are evaluated on an ongoing basis and are based on historical
experience and on other factors that management believes are
reasonable. Estimates and assumptions include, but are not
limited to, the areas of customer and grower receivables,
inventories, impairment of assets, useful lives of property,
plant and equipment, intangible assets, marketing programs,
income taxes, self-insurance reserves, retirement benefits,
financial instruments and commitments and contingencies.

The Company believes that the following represent
the areas where more critical estimates and assumptions are used
in the preparation of the Consolidated Financial Statements. See
Note 2 to the Consolidated Financial Statements for a
summary of the Companys significant accounting policies.

Application of Purchase
Accounting:The consummation of the
going-private merger transaction resulted in the push-down of
purchase accounting to the Companys balance sheet as of
the transaction date. These purchase accounting entries resulted
in a partial step-up of the Companys balance sheet whereby
the Companys assets and liabilities were adjusted to
reflect 76% of their fair value and 24% of their historic
carrying value.

The fair values of the Companys assets and
liabilities were determined based upon a variety of valuation
methods including present value, depreciated replacement cost,
market values (where available) and selling prices less cost to
dispose. Valuations were performed by various independent
valuation specialists and actuaries for a significant portion of
the Companys assets and liabilities. In limited
circumstances, Company management performed valuations where
appropriate.

The most significant assumptions, which were made
by management in consultation with specialists, related to
discount rates, growth rates, cost of capital, royalty rates,
tax rates and remaining useful lives. Management believes that
the assumptions used were appropriate and consistent with
observable market comparables. Changes to these assumptions
could have resulted in significantly different values attributed
to assets and liabilities. These values impact the amount of
annual depreciation and amortization expense and could impact
the results of future impairment reviews.

The Companys trademark and trade names,
which were valued by a third party appraiser, were the most
significant assets valued. The valuation of these intangibles in
purchase accounting resulted in a $694.5 million step-up in
purchase accounting. This valuation is most sensitive to the
royalty rate assumption of 3%; a 0.5 percentage point
change to the royalty rate would have impacted the valuation by
approximately $110 million.

The Company determined that the trademark and
trade names have indefinite lives. This determination was made
after consideration of qualitative factors such as the length of
time the trade names have been in existence, the strength of the
name, the overall legal, regulatory, contractual, competitive
and economic environment in which this intangible asset exists
and the lack of other factors that would limit the useful life
of the underlying asset. Should factors change which would
require the Company to amortize these intangibles, the resulting
amortization expense would be material to the Companys
results of operations.

The value of goodwill in the going-private merger
transaction was determined by taking the difference between the
purchase price and the fair value of net assets acquired. This
resulted in goodwill of $448 million, which has been
allocated to the Companys reporting segments based upon
their relative fair values in excess of their post-purchase
accounting net book values. The fair values of each of the
Companys reporting segments was determined based on the
present value of expected future cash flows. Changes to these
estimates could have had a significant impact on the allocation
of goodwill, which in turn may impact the results of future
goodwill impairment assessments.

Grower Advances:The
Company makes advances to third party growers primarily in Latin
America and Asia for various farming needs. Some of these
advances are secured with property or other collateral owned by
the growers. The Company monitors these receivables on a regular
basis and records an allowance for these

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grower receivables based on estimates of the
growers ability to repay advances and the fair value of
the collateral. These estimates require significant judgment
because of the inherent risks and uncertainties underlying the
growers ability to repay these advances. These factors
include weather-related phenomena, government-mandated fruit
prices, market responses to industry volume pressures, grower
competition, fluctuations in local interest rates, economic
crises, security risks in developing countries, political
instability, outbreak of incurable plant disease, inconsistent
or poor farming practices of growers and foreign currency
fluctuations. The aggregate amounts of grower advances made
during fiscal years 2003, 2002 and 2001 were approximately
$133.3 million, $113.8 million and $125.9 million
respectively. Net grower advances receivable were
$36.7 million and $30.5 million at January 3,
2004 and December 28, 2002, respectively.


Long-Lived Assets:The Company depreciates long-lived assets principally by the
straight-line method over the estimated useful lives of these
assets. Estimates of useful lives are based on the nature of the
underlying assets as well as the Companys experience with
similar assets. Estimates of useful lives can differ from actual
useful lives due to the inherent uncertainty in making these
estimates, particularly in the Companys significant
long-lived assets such as land improvements, buildings, farming
machinery and equipment and vessels. Factors such as the
conditions in which the assets are used, availability of capital
to replace assets, frequency of maintenance and changes in
farming techniques can influence the useful lives of these
assets. See Note 10 to the Consolidated Financial
Statements for a summary of useful lives by major asset
category. The Company incurred depreciation expense of
approximately $123.6 million, $106.6 million and
$104.8 in fiscal 2003, 2002, and 2001, respectively.

The Company reviews long-lived assets to be held
and used for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. If an evaluation of recoverability is required, the
estimated total undiscounted future cash flows directly
associated with the asset is compared to the assets
carrying amount. If this comparison indicates that there is an
impairment, the amount of the impairment is calculated by
comparing the carrying value to discounted expected future cash
flows expected to result from the use of the asset and its
eventual disposition or comparable market values, depending on
the nature of the asset. Changes in commodity pricing,
weather-related phenomena and other market conditions are events
that have historically caused the Company to assess the carrying
amount of its long-lived assets. All long-lived assets, for
which management has committed itself to a plan of disposal by
sale, are reported at the lower of carrying amount or fair value
less cost to sell. Long-lived assets to be disposed of other
than by sale are classified as held and used until the date of
disposal.

Income Taxes:Deferred income taxes are recognized for the income tax effect
of temporary differences between financial statement carrying
amounts and the income tax bases of assets and liabilities. The
Company regularly reviews its deferred income tax assets to
determine whether future taxable income will be sufficient to
realize the benefits of these assets. A valuation allowance is
provided for deferred income tax assets for which it is deemed
more likely than not that future taxable income will not be
sufficient to realize the related income tax benefits from these
assets. The amount of the net deferred income tax asset that is
considered realizable could, however, be adjusted if estimates
of future taxable income are adjusted.

The Company believes its tax positions comply
with the applicable tax laws and that it is adequately provided
for all tax related matters. The Company is subject to
examination by taxing authorities in the various jurisdictions
in which it files tax returns. Matters raised upon audit may
involve substantial amounts and could result in material cash
payments if resolved unfavorably; however, management does not
believe that any material payments will be made related to these
matters in the upcoming twelve months. Management considers it
unlikely that the resolution of these matters will have a
material adverse effect on its results of operations.

No U.S. taxes have been provided on earnings
from operations being taxed in foreign jurisdictions at
effective rates lower than the U.S. rate because such
earnings are intended to be indefinitely invested outside the
U.S. Should the Company elect to repatriate any of these
earnings, the Company may be subject to additional tax
liabilities on these earnings.

Pension and Other Postretirement
Benefits:The Company has qualified
and non-qualified defined benefit pension plans covering some of
its full-time employees. Benefits under these plans are
generally based

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on each employees eligible compensation and
years of service, except for hourly plans, which are based on
negotiated benefits. In addition to pension plans, the Company
has other postretirement benefit (OPRB) plans that
provide health care and life insurance benefits for eligible
retired employees. Covered employees may become eligible for
such benefits if they fulfill established requirements upon
reaching retirement age. Pension and OPRB costs and obligations
are calculated based on actuarial assumptions including discount
rates, health care cost trend rates, compensation increases,
expected return on plan assets, mortality rates, and other
factors.


The Company determines the expected return on
pension plan assets based on an expectation of average annual
returns over an extended period of years. This expectation is
based, in part, on the actual returns achieved by the
Companys pension plans over the prior ten-year period. The
Company also considers the weighted-average historical rate of
returns on securities with similar characteristics to those in
which the Companys pension assets are invested. In the
absence of structural change to the investment environment or a
change in the Companys asset allocation or investment
philosophy, this estimate is not expected to vary significantly
from year to year. In 2003 and 2002, the Companys expected
rate of return on U.S. plan assets was 8.75% and 9.25%,
respectively. At December 28, 2002, the actual ten-year
return on the Companys U.S. pension assets
approximated 8.75%. At January 3, 2004, the Companys
U.S. pension plan investment portfolio was invested
approximately 58.5% in equities, 37.7% in bonds and 3.8% in
alternative investments. A one-percentage point increase or
decrease in the long-term return on pension plan asset
assumption would increase or decrease annual pension expense by
$2.2 million.

The Companys discount rate of 6.25% in 2003
and 6.75% in 2002 was determined based on selected high-quality,
non-callable, zero-coupon bond indices with maturities that
approximate the duration of the liabilities in the
Companys pension plans. A one-percentage point decrease in
the assumed discount rate would increase the projected benefit
obligation by $24.5 million and decrease the annual expense
by $0.6 million. A one-percentage point increase in the
assumed discount rate would decrease the projected benefit
obligation by $21.0 million and increase the annual expense
by $0.6 million.

While management believes that the assumptions
used are appropriate, actual results may differ materially from
these assumptions. These differences may impact the amount of
pension and other postretirement obligations and future expense.

Litigation:The
Company is involved from time to time in claims and legal
actions incidental to its operations, both as plaintiff and
defendant. The Company has established what management currently
believes to be adequate reserves for pending legal matters.
These reserves are established as part of an ongoing worldwide
assessment of claims and legal actions that takes into
consideration such items as changes in the pending case load
(including resolved and new matters), opinions of legal counsel,
individual developments in court proceedings, changes in the
law, changes in business focus, changes in the litigation
environment, changes in opponent strategy and tactics, new
developments as a result of ongoing discovery, and past
experience in defending and settling similar claims. Changes in
accruals, both up and down, are part of the ordinary, recurring
course of business, in which management, after consultation with
legal counsel, is required to make estimates of various amounts
for business and strategic planning purposes, as well as for
accounting and SEC reporting purposes. These changes are
reflected in the reported earnings of the Company each quarter.
The litigation accruals at any time reflect updated assessments
of the then existing pool of claims and legal actions. Actual
litigation settlements could differ materially from these
accruals.

Recently Issued Accounting
Pronouncements

In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. This
standard clarifies the application of Accounting Research
Bulletin No. 51, Consolidated Financial
Statements, and addresses consolidation by business
enterprises of variable interest entities. FIN 46 requires
existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries if the entities do
not effectively disperse risk among the parties involved. This
statement is immediately effective for variable interest
entities created or in which an enterprise obtains an interest
after January 31, 2003.

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In connection with the going-private merger
transaction, effective March 23, 2003, the Company elected
to early adopt the provisions of FIN 46 applicable to
interests in variable interest entities acquired before
February 1, 2003. The adoption of FIN 46 resulted in
the Company consolidating the variable-interest entity that owns
the Companys corporate headquarters building and also its
variable interests in two previously off-balance sheet vessel
leases. The consolidations resulted in an increase in the
Companys long-term debt of approximately
$139.8 million and an increase in assets, primarily land,
buildings and vessels, of approximately $133.2 million. The
difference of approximately $6.6 million was allocated to
goodwill in purchase accounting. In addition, for the three
quarters ended January 3, 2004, the consolidation of the
variable interest entities resulted in an increase in
depreciation expense of approximately $2.1 million, an
increase in interest expense of approximately $1.9 million
and a reduction in rent expense of $3 million.

In December 2003, the FASB issued a revised
version of FIN 46 FIN 46R. Among other
things, the revision clarifies the definition of a variable
interest entity, exempts most entities that are businesses from
the scope of FIN 46R and delays the effective date of the
revised standard to no later than the end of the first reporting
period ending after December 15, 2003 for special purpose
entities and March 15, 2004 for all other types of
entities. The Company does not expect the adoption of
FIN 46R to have a material impact on the Companys
financial position or results of operations.

Market Risk

As a result of its global operating and financing
activities, the Company is exposed to market risks including
changes in commodity pricing, fluctuations in interest rates and
fluctuations in foreign currency exchange rates in both sourcing
and selling locations. Commodity pricing exposures include the
potential impacts of weather phenomena and their effect on
industry volumes, prices, product quality and costs. The Company
manages its exposure to commodity price risk primarily through
its regular operating activities, however, significant commodity
price fluctuations, particularly for bananas and pineapples,
could have a material impact on the Companys results of
operations. The use of derivative financial instruments has been
restricted to foreign currency forward contracts related to
specific sales and firm purchase commitments. In addition,
during 2003, the Company made very limited use of bunker fuel
hedges to hedge its exposure to fluctuating fuel prices. The
Company has not utilized derivatives for trading or other
speculative purposes.

The Companys bunker fuel costs, used
primarily for its container vessels, are subject to market
fluctuations. During the second quarter of 2003, in response to
a significant increase in global oil prices, the Company entered
into three short-term bunker fuel hedges to mitigate its
exposure to further fuel price increases. These hedges were all
settled prior to January 3, 2004. The Company currently
estimates that a one dollar change in the price of bunker fuel
per ton would impact EBIT by approximately $0.2 million
annually.

Interest Rate Risk:As a result of its normal borrowing and leasing activities, the
Companys operating results are exposed to fluctuations in
interest rates, which the Company manages primarily through its
regular financing activities. The Company generally maintains
limited investments in cash equivalents and has occasionally
invested in marketable securities or debt instruments with
original maturities greater than 90 days.

The Company has short-term and long-term debt
with both fixed and variable interest rates. Short-term debt is
primarily comprised of the current portion of long-term debt
maturing twelve months from the balance sheet date. Short-term
debt also includes unsecured notes payable to banks and bank
lines of credit used to finance working capital requirements.
Long-term debt represents publicly-held unsecured notes and
debentures, as well amounts outstanding under the Companys
senior secured credit facilities, notes payable to banks and
uncommitted lines of credit, used to finance long-term
investments such as business acquisitions.

Generally, the Companys short-term debt is
at variable interest rates, while its long-term debt, with the
exception of amounts outstanding under the Companys senior
secured credit facilities, is at fixed interest rates.

As of January 3, 2004, the Company had
$1.435 billion of fixed-rate debt with a weighted-average
interest rate of 8.33% and a fair value of $1.533 billion.
As of December 28, 2002, the Company had

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$1,075 million of fixed-rate debt, including
short-term notes payable, with a weighted-average interest rate
of 7.09% and a fair value of $1.073 billion. The Company
currently estimates that a 100 basis point change in
prevailing market interest rates would impact the fair value of
its fixed-rate debt by approximately $66.3 million.


As of January 3, 2004, the Company had the
following variable-rate arrangements: $326.5 million of
variable-rate debt with a weighted-average interest rate of
4.13% and $89.6 million of variable-rate capital lease
obligations with a weighted-average interest rate of 3.73%. As
of December 28, 2002, the Company had the following
variable-rate arrangements: $12 million of variable-rate
debt, including short-term notes payable, with a
weighted-average interest rate of 2.78%, variable-rate capital
leases for shipping containers, with a principal value of
$38 million and a weighted-average interest rate of 2.06%
and variable-rate operating leases, primarily for vessels,
containers and office facilities, with a principal value of
$168 million and a weighted-average interest rate of 2.99%.
Interest and operating lease expenses under the majority of
these arrangements are based on LIBOR. The Company currently
estimates that a 100 basis point change in LIBOR would
impact its related pretax income by $4.2 million.

Foreign Currency
Risk:The Company has production,
processing, distribution and marketing operations worldwide in
more than 90 countries. Its international sales are usually
transacted in U.S. dollars and major European and Asian
currencies. Some of the Companys costs are incurred in
currencies different from those received from the sale of
products. Results of operations may be affected by fluctuations
in currency exchange rates in both sourcing and selling
locations.

The Company has significant Japanese sales
denominated in yen as well as European sales denominated
primarily in euro and Swedish krona. Product and shipping costs
associated with a portion of these sales are
U.S. dollar-denominated. During 2003, the weakening of the
dollar against the yen and major European currencies positively
impacted 2003 revenues by approximately $250 million and
EBIT, net of current year hedge gains and losses, by
approximately $22 million. Realized foreign exchange
hedging losses were $8.6 million in 2003 versus a gain of
$10.1 million in 2002.

In 2003, the Company had approximately
$580 million of annual sales denominated in yen,
approximately $830 million of annual sales denominated in
euro and approximately $440 million of annual sales
denominated in Swedish krona. The Company currently estimates
that a 1% change in the exchange rate of the U.S. dollar to
the yen, the euro and the Swedish krona would impact EBIT by
approximately $2.7 million before accounting for foreign
exchange hedges. The Company also has foreign-denominated debt,
primarily related to capital lease obligations, which is owed by
subsidiaries whose functional currency is the U.S. dollar.
These lease obligations, denominated in British pounds, amounted
to $89.6 million at January 3, 2004. Fluctuations in
the British pound to U.S. dollar exchange rate result in
gains and losses that are recognized through results of
operations. In 2003, the Company recognized $5.9 million in
exchange losses relating to these obligations. The ultimate
impact of future changes to these and other currency exchange
rates on 2004 revenues, operating income, net income, equity and
comprehensive income is not determinable at this time.

Some of the Companys divisions operate in
functional currencies other than the U.S. dollar. The net
assets of these divisions are exposed to foreign currency
translation gains and losses, which are included as a component
of accumulated other comprehensive loss in shareholders
equity. Such translation resulted in unrealized gains of
$27.4 million in 2003. In 2003, the Company realized
$2.4 million of previously unrealized foreign currency
translation losses as a result of the disposition of Fabrica.
The Company has historically not attempted to hedge this equity
risk.

Other Matters

European Union
Quota:The European Union
(EU) maintains banana regulations that impose quotas
and tariffs on bananas. In April 2001, the EU reached agreements
with the United States and Ecuador to implement a tariff-only
import system no later than January 1, 2006. After reaching
these agreements, the EU adjusted applicable quotas and amended
rules for allocation of licenses for an interim regime preceding
the future tariff-only regime. This interim regime began on
July 1, 2001. Subsidiaries of the Company are entitled to
licenses under the changed rules and are using the licenses in
such a way as to maintain and

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maximize license rights. The Companys
earnings have not been negatively impacted by the interim regime
and the Company believes that the ongoing impact of the interim
regime will not be dilutive to its current earnings levels.


Financial
Instruments:The Companys
financial instruments are primarily comprised of short-term
trade and grower receivables, trade payables, notes receivable
and long and short-term notes payable, as well as long-term
grower receivables, term loans and debentures. For short-term
instruments, the historical carrying amount is a reasonable
estimate of fair value. Fair values for long-term financial
instruments not readily marketable are estimated based upon
discounted future cash flows at prevailing market interest
rates. Based on these assumptions, with the exception of the
Companys fixed rate long-term debt discussed under
Interest Rate Risk above, management believes the fair market
values of the Companys financial instruments are not
materially different from their recorded amounts as of
January 3, 2004 and December 28, 2002.

As of January 3, 2004, the Companys
derivative instruments, as defined by Statement of Financial
Accounting Standards No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activitiesand as amended by FASB Statement of Financial Accounting
Standards No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities  An
amendment of FASB Statement No. 133, consisted of
euro and yen denominated foreign currency exchange forwards. The
Company enters into foreign currency exchange forward contracts
to reduce its risk related to anticipated dollar equivalent
foreign currency cash flows. At January 3, 2004, foreign
currency exchange forwards, in an aggregate outstanding notional
amount of $225 million, were designated and effective as
hedges of future cash flows under FAS 133. The fair value
of outstanding foreign currency exchange forwards totaled
$(16) million and $(0.9) million as of January 3,
2004 and December 28, 2002, respectively, and were included
as a component of accumulated other comprehensive loss in
shareholders equity. Settlement of these contracts will
occur in 2004.

The counterparties to the foreign currency
exchange forward contracts consist of a number of major
international financial institutions. The Company has
established counterparty guidelines and regularly monitors its
positions and the financial strength of these institutions.
While counterparties to hedging contracts expose the Company to
credit-related losses in the event of a counterpartys
non-performance, the risk would be limited to the unrealized
gains on such affected contracts. The Company does not
anticipate any such losses. The Company does not hold or issue
derivative financial instruments for trading or speculative
purposes.

Related Party
Transactions:In September 1998, the
Company acquired 60% of Saba Trading AB, a Swedish company.
The remaining 40% minority interest is held 25% by another
Swedish company and 15% by a Swedish co-op. As part of its
normal operations, Saba routinely sells fresh fruit, vegetables
and flowers to entities in which these minority shareholders are
principal owners. Revenues from these entities were
$327 million, $211 million and $186 million
during years ended January 3, 2004, December 28, 2002
and December 29, 2001, respectively. Amounts due from the
Swedish company and co-op entities were $24.1 million and
$12.5 million at January 3, 2004 and December 28,
2002, respectively.

On March 28, 2003, the Company completed the
going-private merger transaction with DHM Holding
Company, Inc. and became wholly owned by David H.
Murdock, the Companys Chairman, President and Chief
Executive Officer, through DHM Holding Company, Inc.
(Note 3 to the Consolidated Financial Statements).

Mr. Murdock owns Castle &
Cooke, Inc. (Castle) as well as a
transportation equipment leasing company, a private dining club
and a private country club, which supply products and provide
services to numerous customers and patrons. During the years
ended January 3, 2004, December 28, 2002 and
December 29, 2001, the Company paid Mr. Murdocks
companies an aggregate of approximately $5 million,
$4 million and $3 million, respectively, primarily for
the rental of truck chassis, generator sets and warehousing
services. Castle purchased approximately $0.4 million,
$0.4 million and $0.2 million of products from the
Company during the years ended January 3, 2004,
December 28, 2002 and December 29, 2001, respectively.

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In October 2001, the Company and Castle entered
into an agreement to replace an aircraft held 50% by each party.
The ownership percentage in the new aircraft was 68% by the
Company and 32% by Castle. In March 2003, in connection with the
privatization, the aircraft was sold and leased back under a
sale-leaseback arrangement. The Company and Castle are
responsible for 68% and 32%, respectively, of all obligations
under this sale-leaseback arrangement. The Company and Castle
have agreed that each party would be responsible for the direct
costs associated with its use of this aircraft, and that all
other indirect costs would be shared in proportion to each
partys lease obligation percentage. During the years ended
January 3, 2004, December 28, 2002 and
December 29, 2001, the Companys proportionate share
of the direct and indirect costs for these aircraft was
$2.0 million, $0.9 million and $1.3 million,
respectively.

In 2003, the Company and Castle began operating
their risk management departments on a joint basis. This
arrangement enables the Company and Castle to leverage their
buying power to optimize their position in the insurance market
and take advantage of the market relationships that both
companies developed over the years. The Company and Castle share
insurance procurement and premium costs based on the relative
risk borne by each company as determined under methodologies
used by the insurance underwriters. Administrative costs of the
risk management department are shared on a 50-50 basis. The
Companys share of the risk management departments
costs during the year ended January 3, 2004 was
approximately $0.1 million.

The Company retains risk for commercial property
losses sustained by the Company and Castle totaling
$7.5 million in aggregate and up to $5.0 million per
occurrence, above which the Company has coverage provided
through third party insurance carriers. The arrangement, entered
into on October 1, 2003 and expiring April 1, 2005,
provides for premiums to be paid to the Company by Castle
quarterly beginning March 31, 2004 in exchange for the
Companys retained risk. No amounts were paid by Castle
under this arrangement during the year ended January 3,
2004.

Supplemental Financial Information

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

|                                                                    |  |            |           |              |  |   |           | 
|------------------------------------------------------------------- |  | ---------- | --------- | ------------ |  | - | --------- | 
|                                                                    |  | January 3, |           | December 28,
|                                                                    |  | 2004       |           | 2002        
|                                                                    |  |            |           |             
|                                                                    |  | Successor  |           | Predecessor 
|                                                                    |  |            |           |             
|Balance Sheet Data:                                                 |  |            |           |              |  |   |           | 
|Total working capital (current assets less
    current liabilities) |  | $          | 279,356   |              |  | $ | 715,455   | 
|Total assets                                                        |  | $          | 3,987,884 |              |  | $ | 3,036,852 | 
|Total debt                                                          |  | $          | 1,851,100 |              |  | $ | 1,124,894 | 
|Total shareholders equity                                          |  | $          | 456,428   |              |  | $ | 745,111   | 

|                              |  |                |         |             |  |            |         |              |  |              |         |   |  |   |         |   |  |   |         |  
|----------------------------- |  | -------------- | ------- | ----------- |  | ---------- | ------- | ------------ |  | ------------ | ------- | - |  | - | ------- | - |  | - | ------- | -
|                              |  | Three Quarters |         | Quarter     |  | Year       |         | Year         |  | Year        
|                              |  | Ended          |         | Ended       |  | Ended      |         | Ended        |  | Ended       
|                              |  | January 3,     |         | March 22,   |  | January 3, |         | December 28, |  | December 29,
|                              |  | 2004           |         | 2003        |  | 2004       |         | 2002         |  | 2001        
|                              |  |                |         |             |  |            |         |              |  |             
|                              |  | Successor      |         | Predecessor |  | Combined   |         | Predecessor  |  | Predecessor 
|                              |  |                |         |             |  |            |         |              |  |             
|Other Financial Data:         |  |                |         |             |  |            |         |              |  |              |         |   |  |   |         |   |  |   |         |  
|Net income                    |  | $              | 23,117  |             |  | $          | 60,788  |              |  | $            | 83,905  |   |  | $ | 36,281  |   |  | $ | 150,404 |  
|Interest expense              |  |                | 124,491 |             |  |            | 19,647  |              |  |              | 144,138 |   |  |   | 80,890  |   |  |   | 70,708  |  
|Income taxes                  |  |                | 6,512   |             |  |            | 13,100  |              |  |              | 19,612  |   |  |   | 53,789  |   |  |   | 29,348  |  
|Depreciation and amortization |  |                | 106,766 |             |  |            | 25,051  |              |  |              | 131,817 |   |  |   | 106,743 |   |  |   | 117,301 |  
|                              |  |                |         |             |  |            |         |              |  |              |         |   |  |   |         |   |  |   |         |  
|EBITDA                        |  | $              | 260,886 |             |  | $          | 118,586 |              |  | $            | 379,472 |   |  | $ | 277,703 |   |  | $ | 367,761 |  
|EBITDA margin                 |  |                | 7.1     | %           |  |            | 11.1    | %            |  |              | 8.0     | % |  |   | 6.3     | % |  |   | 8.5     | %
|Capital expenditures          |  | $              | 101,971 |             |  | $          | 4,235   |              |  | $            | 106,206 |   |  | $ | 233,673 |   |  | $ | 119,752 |  

42



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##### Table of Contents



EBITDA is defined as earnings before
interest expense, income taxes, and depreciation and
amortization. EBITDA margin is defined as the ratio of EBITDA,
as defined, relative to net revenues. EBITDA is reconciled to
net income in the Consolidated Financial Statements in the
tables above. EBITDA and EBITDA margin fluctuated primarily due
to the same factors that impacted the changes in operating
income and segment EBIT discussed earlier, as well as the impact
of a charge related to a cumulative effect of a change in
accounting principle in the first quarter of 2002 of
$119.9 million.

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

As noted in the Results of Operations
discussion, the push-down of purchase accounting to the Company
and the substantial increase in debt as a result of the
going-private merger and refinancing transactions, have had a
significant impact on the Companys results of operations
for 2003 in comparison to the results for the year ended
December 28, 2002. EBITDA, as presented, of
$379.5 million was negatively impacted by purchase
accounting related and going-private merger and refinancing
expenses of $88.7 million for the year ended
January 3, 2004. These items also negatively impacted
EBITDA margin by 1.9 percentage points. The impact of these
items on EBITDA for the year ended January 3, 2004 was
approximately $59.3 million related to the step-up of
inventory, $27.9 million of going-private merger
transaction related expenses and a net $1.5 million of
other purchase accounting related items.

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






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

See Item 7, Managements Discussion and
Analysis  Market Risk on page 40 of this
Form 10-K.

43



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##### 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 3, 2004:                                                                                                                                                                              |  |           |    | 
|Independent Auditors Report                                                                                                                                                                                                                             |  |           | 46 | 
|Consolidated Statements of Operations for the
    Three Quarters Ended January 3, 2004 (Successor), Quarter
    Ended March 22, 2003 (Predecessor) and Years Ended
    December 28, 2002 (Predecessor) and December 29, 2001
    (Predecessor)           |  |           | 47 | 
|Consolidated Balance Sheets as of January 3,
    2004 (Successor) and December 28, 2002 (Predecessor)                                                                                                                                                    |  |           | 48 | 
|Consolidated Statements of Cash Flows for the
    Three Quarters Ended January 3, 2004 (Successor), Quarter
    Ended March 22, 2003 (Predecessor) and Years Ended
    December 28, 2002 (Predecessor) and December 29, 2001
    (Predecessor)           |  |           | 49 | 
|Consolidated Statements of Shareholders
    Equity for the Three Quarters Ended January 3, 2004
    (Successor), Quarter Ended March 22, 2003 (Predecessor) and
    Years Ended December 28, 2002 (Predecessor) and
    December 29, 2001 (Predecessor) |  |           | 51 | 
|Notes to Consolidated Financial Statements                                                                                                                                                                                                               |  |           | 52 | 

II.     Supplementary
Data

|                                            |  |  |    | 
|------------------------------------------- |  |  | -- | 
|                                            |  | 
|Quarterly Financial Information (Unaudited) |  |  | 94 | 

44



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##### Table of Contents



INDEPENDENT AUDITORS REPORT

To the Board of Directors and Shareholders of
Dole Food Company, Inc.:

We have audited the accompanying consolidated
balance sheets of Dole Food Company, Inc. and subsidiaries
(the Company) as of January 3, 2004 (Successor)
and December 28, 2002 (Predecessor), and the related
consolidated statements of operations, shareholders
equity, and cash flows for the three quarters in the period
ended January 3, 2004 (Successor) and the quarter ended
March 22, 2003 (Predecessor), and for each of the two years
in the period ended December 28, 2002 (Predecessor). Our
audits also included the financial statement schedules listed in
the Index at Item 15. These consolidated financial
statements and financial statement schedules are the
responsibility of the Companys management. Our
responsibility is to express an opinion on the consolidated
financial statements and financial statement schedules based on
our audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such consolidated financial
statements present fairly, in all material respects, the
financial position of the Company as of January 3, 2004
(Successor) and December 28, 2002 (Predecessor), and the
results of their operations and their cash flows for the three
quarters in the period ended January 3, 2004 (Successor)
and the quarter ended March 22, 2003 (Predecessor), and for
each of the two years in the period ended December 28, 2002
(Predecessor), in conformity with accounting principles
generally accepted in the United States of America. Also, in our
opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information
set forth therein.

As discussed in Note 2 to the consolidated
financial statements, the Company changed its method of
accounting for goodwill and other intangible assets in 2002 to
conform to Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets.

DELOITTE & TOUCHE LLP

Los Angeles, California

March 17, 2004


45



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##### Table of Contents



DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF
OPERATIONS

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

Quarter Ended March 22, 2003
(Predecessor) and


Years Ended December 28, 2002
(Predecessor) and December 29, 2001 (Predecessor)


|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |         |  
|-------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | --------------- | --------- | -------------- |  | ----------- | --------- | ----------- |  | - | --------- | ------- |  | - | --------- | ------- | -
|                                                                     |                                                                                                                                | Three Quarters  |           | Quarter        |  |             |           |            
|                                                                     |                                                                                                                                | Ended           |           | Ended          |  |             |           |            
|                                                                     |                                                                                                                                | January 3, 2004 |           | March 22, 2003 |  | 2002        |           | 2001       
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |            
|                                                                     |                                                                                                                                | Successor       |           | Predecessor    |  | Predecessor |           | Predecessor
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |            
|                                                                     |                                                                                                                                |                
|                                                                     |                                                                                                                                | (In thousands) 
|Revenues, net                                                        |                                                                                                                                | $               | 3,699,971 |                |  | $           | 1,073,170 |             |  | $ | 4,392,073 |         |  | $ | 4,314,821 |        
|Cost of products sold                                                |                                                                                                                                |                 | 3,218,855 |                |  |             | 895,039   |             |  |   | 3,696,668 |         |  |   | 3,884,858 |        
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |        
|                                                                     | Gross margin                                                                                                                   |                 |           | 481,116        |  |             |           | 178,131     |  |   |           | 695,405 |  |   |           | 429,963 |  
|Selling, marketing and general and administrative
    expenses       |                                                                                                                                |                 | 321,598   |                |  |             | 89,341    |             |  |   | 420,890   |         |  |   | 383,259   |        
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |        
|                                                                     | Operating income                                                                                                               |                 |           | 159,518        |  |             |           | 88,790      |  |   |           | 274,515 |  |   |           | 46,704  |  
|Other income (expense), net                                          |                                                                                                                                |                 | (9,774    | )              |  |             | 2,045     |             |  |   | 4,369     |         |  |   | 10,473    |        
|Interest income                                                      |                                                                                                                                |                 | 4,376     |                |  |             | 2,700     |             |  |   | 11,993    |         |  |   | 5,801     |        
|Interest expense                                                     |                                                                                                                                |                 | 124,491   |                |  |             | 19,647    |             |  |   | 80,890    |         |  |   | 70,708    |        
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |        
|                                                                     | Income (loss) from continuing operations before
    income taxes and cumulative effect of a change in accounting
    principle |                 |           | 29,629         |  |             |           | 73,888      |  |   |           | 209,987 |  |   |           | (7,730  | )
|Income taxes                                                         |                                                                                                                                |                 | 6,512     |                |  |             | 13,100    |             |  |   | 53,789    |         |  |   | 29,348    |        
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |        
|Income (loss) from continuing operations, net of
    income taxes    |                                                                                                                                |                 | 23,117    |                |  |             | 60,788    |             |  |   | 156,198   |         |  |   | (37,078   | )      
|Income from discontinued operations, net of
    income taxes         |                                                                                                                                |                 |          |                |  |             |          |             |  |   |          |         |  |   | 18,856    |        
|Gain on disposal of discontinued operations, net
    of income taxes |                                                                                                                                |                 |          |                |  |             |          |             |  |   |          |         |  |   | 168,626   |        
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |        
|                                                                     | Income before cumulative effect of a change in
    accounting principle                                                        |                 |           | 23,117         |  |             |           | 60,788      |  |   |           | 156,198 |  |   |           | 150,404 |  
|Cumulative effect of a change in accounting
    principle            |                                                                                                                                |                 |          |                |  |             |          |             |  |   | 119,917   |         |  |   |          |        
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |        
|                                                                     | Net income                                                                                                                     |                 | $         | 23,117         |  |             | $         | 60,788      |  |   | $         | 36,281  |  |   | $         | 150,404 |  
|                                                                     |                                                                                                                                |                 |           |                |  |             |           |             |  |   |           |         |  |   |           |        

See Notes to Consolidated Financial Statements

46



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##### Table of Contents



DOLE FOOD COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

As of January 3, 2004 (Successor) and
December 28, 2002 (Predecessor)


|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |         |           | 
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | --------- | ----------- | --------- | - | --------- | ------- | --------- | 
|                                                                                            |                                                                                                                                                                                                        | 2003                                       |           | 2002       
|                                                                                            |                                                                                                                                                                                                        |                                            |           |            
|                                                                                            |                                                                                                                                                                                                        | Successor                                  |           | Predecessor
|                                                                                            |                                                                                                                                                                                                        |                                            |           |            
|                                                                                            |                                                                                                                                                                                                        |                                           
|                                                                                            |                                                                                                                                                                                                        | (In thousands,                            
|                                                                                            |                                                                                                                                                                                                        | except share data)                        
|ASSETS                                                                                     
|Cash and cash equivalents                                                                   |                                                                                                                                                                                                        | $                                          | 33,482    |             |           | $ | 646,967   |        
|Receivables, net of allowances of $70,596 and
    $70,938                                   |                                                                                                                                                                                                        |                                            | 560,249   |             |           |   | 505,427   |        
|Inventories                                                                                 |                                                                                                                                                                                                        |                                            | 409,805   |             |           |   | 437,110   |        
|Prepaid expenses                                                                            |                                                                                                                                                                                                        |                                            | 54,562    |             |           |   | 42,467    |        
|Deferred income tax assets, net                                                             |                                                                                                                                                                                                        |                                            | 48,075    |             |           |   | 36,842    |        
|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|                                                                                            |                                                                                                                                                                                                        | Total current assets                       |           |             | 1,106,173 |   |           |         | 1,668,813 | 
|Investments                                                                                 |                                                                                                                                                                                                        |                                            | 83,059    |             |           |   | 80,939    |        
|Property, plant and equipment, net of accumulated
    depreciation of $393,965 and $917,983 |                                                                                                                                                                                                        |                                            | 1,469,879 |             |           |   | 1,026,565 |        
|Goodwill                                                                                    |                                                                                                                                                                                                        |                                            | 448,751   |             |           |   | 132,080   |        
|Intangible assets, net                                                                      |                                                                                                                                                                                                        |                                            | 737,675   |             |           |   |          |        
|Other assets, net                                                                           |                                                                                                                                                                                                        |                                            | 142,347   |             |           |   | 128,455   |        
|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|                                                                                            |                                                                                                                                                                                                        | Total assets                               |           | $           | 3,987,884 |   |           | $       | 3,036,852 | 
|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|                                                                                           
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                                   
|Accounts payable                                                                            |                                                                                                                                                                                                        | $                                          | 265,697   |             |           | $ | 262,461   |        
|Accrued liabilities                                                                         |                                                                                                                                                                                                        |                                            | 513,545   |             |           |   | 448,483   |        
|Current portion of long-term debt                                                           |                                                                                                                                                                                                        |                                            | 45,627    |             |           |   | 230,813   |        
|Notes payable                                                                               |                                                                                                                                                                                                        |                                            | 1,948     |             |           |   | 11,601    |        
|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|                                                                                            |                                                                                                                                                                                                        | Total current liabilities                  |           |             | 826,817   |   |           |         | 953,358   | 
|Long-term debt                                                                              |                                                                                                                                                                                                        |                                            | 1,803,525 |             |           |   | 882,480   |        
|Deferred income tax liabilities, net                                                        |                                                                                                                                                                                                        |                                            | 451,431   |             |           |   | 2,459     |        
|Other long-term liabilities                                                                 |                                                                                                                                                                                                        |                                            | 422,924   |             |           |   | 424,154   |        
|Minority interests                                                                          |                                                                                                                                                                                                        |                                            | 26,759    |             |           |   | 29,290    |        
|Commitments and contingencies (Notes 17 and
    18)                                         |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|Shareholders equity                                                                        |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|                                                                                            | Common stock  Successor:
    $0.001 par value; 1,000 shares authorized, issued and
    outstanding; Predecessor: no par; 80 million shares
    authorized, 56.2 million shares issued and outstanding |                                            |           |            |           |   |           | 316,853 |          
|Additional paid-in capital                                                                  |                                                                                                                                                                                                        |                                            | 340,032   |             |           |   | 66,319    |        
|Retained earnings                                                                           |                                                                                                                                                                                                        |                                            | 118,033   |             |           |   | 449,334   |        
|Accumulated other comprehensive loss                                                        |                                                                                                                                                                                                        |                                            | (1,637    | )           |           |   | (87,395   | )      
|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|                                                                                            |                                                                                                                                                                                                        | Total shareholders equity                 |           |             | 456,428   |   |           |         | 745,111   | 
|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        
|                                                                                            |                                                                                                                                                                                                        | Total liabilities and shareholders equity |           | $           | 3,987,884 |   |           | $       | 3,036,852 | 
|                                                                                            |                                                                                                                                                                                                        |                                            |           |             |           |   |           |        

See Notes to Consolidated Financial Statements

47



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##### Table of Contents



DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Three Quarters Ended January 3,
2004 (Successor), Quarter Ended March 22, 2003


(Predecessor) and Years Ended
December 28, 2002 (Predecessor) and December 29, 2001
(Predecessor)


|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |         |  
|--------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | -------------- | ---------- | ----------- | - | ------------ | ------- | ------------ | - | - | -------- | ------- | - | - | -------- | ------- | -
|                                                                                                    |                                                                           | Three Quarters |            | Quarter     |   |              |         |             
|                                                                                                    |                                                                           | Ended          |            | Ended       |   | Year Ended   |         | Year Ended  
|                                                                                                    |                                                                           | January 3,     |            | March 22,   |   | December 28, |         | December 29,
|                                                                                                    |                                                                           | 2004           |            | 2003        |   | 2002         |         | 2001        
|                                                                                                    |                                                                           |                |            |             |   |              |         |             
|                                                                                                    |                                                                           | Successor      |            | Predecessor |   | Predecessor  |         | Predecessor 
|                                                                                                    |                                                                           |                |            |             |   |              |         |             
|                                                                                                    |                                                                           |               
|                                                                                                    |                                                                           | (In thousands)
|Operating Activities                                                                                |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Net income                                                                                          |                                                                           | $              | 23,117     |             |   | $            | 60,788  |              |   | $ | 36,281   |         |   | $ | 150,404  |        
|Less: Income from discontinued operations, net of
    income taxes                                  |                                                                           |                |           |             |   |              |        |              |   |   |         |         |   |   | 187,482  |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Income (loss) from continuing operations                                                            |                                                                           |                | 23,117     |             |   |              | 60,788  |              |   |   | 36,281   |         |   |   | (37,078  | )      
|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                                             |                |            | 106,766     |   |              |         | 25,051       |   |   |          | 106,743 |   |   |          | 117,301 |  
|                                                                                                    | Purchase accounting step-up of inventory                                  |                |            | 59,285      |   |              |         |             |   |   |          |        |   |   |          |        |  
|                                                                                                    | Unrealized foreign currency loss                                          |                |            | 5,911       |   |              |         |             |   |   |          |        |   |   |          |        |  
|                                                                                                    | Asset write-offs and net (gain) loss on sale
    of assets and securities |                |            | 557         |   |              |         | 1,884        |   |   |          | (907    | ) |   |          | (9,586  | )
|                                                                                                    | Non-cash portion of special charges related to
    asset write-downs      |                |            |            |   |              |         |             |   |   |          |        |   |   |          | 60,527  |  
|                                                                                                    | Equity earnings                                                           |                |            | (5,712      | ) |              |         | (2,922       | ) |   |          | (12,096 | ) |   |          | (8,393  | )
|                                                                                                    | Write-off and amortization of debt issuance costs                         |                |            | 19,473      |   |              |         | 244          |   |   |          | 933     |   |   |          | 653     |  
|                                                                                                    | Provision for deferred income taxes                                       |                |            | 257         |   |              |         | 2,201        |   |   |          | 16,488  |   |   |          | 17,347  |  
|                                                                                                    | Other                                                                     |                |            | 5,639       |   |              |         | 1,967        |   |   |          | 10,672  |   |   |          | 10,329  |  
|Changes in operating assets and liabilities, net
    of effects from acquisitions and dispositions: |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|                                                                                                    | Receivables                                                               |                |            | 69,640      |   |              |         | (78,749      | ) |   |          | 11,071  |   |   |          | 18,590  |  
|                                                                                                    | Inventories                                                               |                |            | 29,274      |   |              |         | (6,195       | ) |   |          | (35,894 | ) |   |          | 37,778  |  
|                                                                                                    | Prepaid expenses and other assets                                         |                |            | (14,431     | ) |              |         | (4,605       | ) |   |          | 6,876   |   |   |          | 20,363  |  
|                                                                                                    | Accounts payable and accrued liabilities                                  |                |            | 44,945      |   |              |         | 5,253        |   |   |          | (40,771 | ) |   |          | 10,186  |  
|                                                                                                    | Other long-term liabilities                                               |                |            | (7,610      | ) |              |         | (3,104       | ) |   |          | 7,855   |   |   |          | 5,497   |  
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Cash flow provided by operating activities of
    continuing operations                             |                                                                           |                | 337,111    |             |   |              | 1,813   |              |   |   | 227,168  |         |   |   | 243,514  |        
|Cash flow provided by operating activities of
    discontinued operations                           |                                                                           |                |           |             |   |              |        |              |   |   |         |         |   |   | 23,946   |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Cash flow provided by operating activities                                                          |                                                                           |                | 337,111    |             |   |              | 1,813   |              |   |   | 227,168  |         |   |   | 267,460  |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Investing Activities                                                                                |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Proceeds from sale of available-for-sale
    securities                                             |                                                                           |                |           |             |   |              |        |              |   |   |         |         |   |   | 34,411   |        
|Proceeds from sales of assets                                                                       |                                                                           |                | 51,387     |             |   |              | 1,743   |              |   |   | 35,845   |         |   |   | 35,126   |        
|Proceeds from sales of businesses, net of cash
    disposed                                         |                                                                           |                | 7,837      |             |   |              |        |              |   |   | 23,724   |         |   |   |         |        
|Investments and acquisitions                                                                        |                                                                           |                | (12,507    | )           |   |              |        |              |   |   | 3,728    |         |   |   | (28,256  | )      
|Capital additions                                                                                   |                                                                           |                | (101,971   | )           |   |              | (4,235  | )            |   |   | (233,673 | )       |   |   | (119,752 | )      
|Repurchase of common stock and settlement of
    stock options in going-private merger transaction  |                                                                           |                | (1,468,070 | )           |   |              |        |              |   |   |         |         |   |   |         |        
|Transaction costs paid in going-private merger
    transaction                                      |                                                                           |                | (69,597    | )           |   |              |        |              |   |   |         |         |   |   |         |        
|Proceeds from disposal of discontinued
    operations, net of cash disposed                         |                                                                           |                |           |             |   |              |        |              |   |   |         |         |   |   | 536,951  |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Cash flow provided by (used in) investing
    activities of continuing operations                   |                                                                           |                | (1,592,921 | )           |   |              | (2,492  | )            |   |   | (170,376 | )       |   |   | 458,480  |        
|Cash flow used in investing activities of
    discontinued operations                               |                                                                           |                |           |             |   |              |        |              |   |   |         |         |   |   | (11,052  | )      
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Cash flow provided by (used in) investing
    activities                                            |                                                                           |                | (1,592,921 | )           |   |              | (2,492  | )            |   |   | (170,376 | )       |   |   | 447,428  |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Financing Activities                                                                                |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Short-term debt borrowings                                                                          |                                                                           |                | 1,028      |             |   |              | 7,936   |              |   |   | 23,105   |         |   |   | 10,845   |        
|Short-term debt repayments                                                                          |                                                                           |                | (12,211    | )           |   |              | (6,834  | )            |   |   | (32,640  | )       |   |   | (19,332  | )      
|Long-term debt borrowings, net of debt issuance
    costs                                           |                                                                           |                | 2,130,288  |             |   |              | 5,034   |              |   |   | 401,379  |         |   |   | 3,549    |        
|Long-term debt repayments                                                                           |                                                                           |                | (1,595,418 | )           |   |              | (6,777  | )            |   |   | (129,413 | )       |   |   | (345,757 | )      
|Dividends paid to minority shareholders                                                             |                                                                           |                | (5,551     | )           |   |              |        |              |   |   | (9,379   | )       |   |   | (132     | )      
|Capital contributions by DHM Holding
    Company, Inc.                                              |                                                                           |                | 125,000    |             |   |              |        |              |   |   |         |         |   |   |         |        
|Dividends paid to common shareholders
    (Predecessor)                                             |                                                                           |                |           |             |   |              | (8,440  | )            |   |   | (33,636  | )       |   |   | (22,341  | )      
|Proceeds from issuance of common stock
    (Predecessor)                                            |                                                                           |                |           |             |   |              | 2,768   |              |   |   | 5,192    |         |   |   | 332      |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Cash flow provided by (used in) financing
    activities of continuing operations                   |                                                                           |                | 643,136    |             |   |              | (6,313  | )            |   |   | 224,608  |         |   |   | (372,836 | )      
|Cash flow used in financing activities of
    discontinued operations                               |                                                                           |                |           |             |   |              |        |              |   |   |         |         |   |   | (4,847   | )      
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Cash flow provided by (used in) financing
    activities                                            |                                                                           |                | 643,136    |             |   |              | (6,313  | )            |   |   | 224,608  |         |   |   | (377,683 | )      
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Effect of foreign exchange rate changes on cash                                                     |                                                                           |                | 5,156      |             |   |              | 1,025   |              |   |   | 4,241    |         |   |   | (1,030   | )      
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Increase (decrease) in cash and cash equivalents                                                    |                                                                           |                | (607,518   | )           |   |              | (5,967  | )            |   |   | 285,641  |         |   |   | 336,175  |        
|Cash and cash equivalents at beginning of period                                                    |                                                                           |                | 641,000    |             |   |              | 646,967 |              |   |   | 361,326  |         |   |   | 25,151   |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        
|Cash and cash equivalents at end of period                                                          |                                                                           | $              | 33,482     |             |   | $            | 641,000 |              |   | $ | 646,967  |         |   | $ | 361,326  |        
|                                                                                                    |                                                                           |                |            |             |   |              |         |              |   |   |          |         |   |   |          |        

48



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##### Table of Contents



DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH
FLOWS  Continued

For the Three Quarters Ended January 3,
2004 (Successor), Quarter Ended March 22, 2003


(Predecessor) and Years Ended
December 28, 2002 (Predecessor) and December 29, 2001
(Predecessor)


Supplemental cash flow information

Changes in assets and liabilities used in the
Companys consolidated statement of cash flows for the
three quarters ended January 3, 2004 have been determined
using the Successors opening balance sheet at
March 23, 2003, which includes the push-down of purchase
accounting. Refer to Note 4 to the consolidated financial
statements for a summary of the values attributed to the
Companys assets and liabilities in the going-private
merger transaction.

The consolidated statement of cash flows for the
three quarters ended January 3, 2004 excludes non-cash
increases to property, plant, and equipment, deferred tax assets
and long-term debt of approximately $128.5 million,
$4.7 million and $139.8 million, respectively,
recorded in connection with the Companys adoption of
Financial Accounting Standards Board Interpretation No. 46
(FIN 46), Consolidation of Variable
Interest Entities, effective March 23, 2003. During
the three quarters ended January 3, 2004, the Company
purchased containers that were previously held under capital
lease for $45.5 million.

See Notes to Consolidated Financial Statements

49



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##### Table of Contents



DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY

For the Three Quarters Ended January 3,
2004 (Successor), Quarter Ended March 22, 2003


(Predecessor) and Years Ended
December 28, 2002


(Predecessor) and December 29, 2001
(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 30, 2000 (Predecessor)                                |                                                                        |                                       | 55,845 |         |   | $          | 316,488 |          |   | $                           | 56,912  |             |  | $              | 318,626 |               |   | $             | (5,270  | )       |   | $ | (131,968 | )       |   | $ |        |         |   | $ | 554,788 |          |   |   |         |        
|                                                                       | Net income                                                             |                                       |        |        |   |            |         |         |   |                             |         |            |  |                |         | 150,404       |   |               |         |        |   |   |          |        |   |   |         |        |   |   |         | 150,404  |   |   | $       | 150,404 |  
|                                                                       | Cash dividends ($0.40 per share)                                       |                                       |        |        |   |            |         |         |   |                             |         |            |  |                |         | (22,341       | ) |               |         |        |   |   |          |        |   |   |         |        |   |   |         | (22,341  | ) |   |         |        |  
|                                                                       | Unrealized foreign currency translation and
    hedging gains (losses) |                                       |        |        |   |            |         |         |   |                             |         |            |  |                |         |              |   |               |         |        |   |   |          | (13,809 | ) |   |         | 15,667  |   |   |         | 1,858    |   |   |         | 1,858   |  
|                                                                       | Reclassification of realized (gains) losses
    to net income          |                                       |        |        |   |            |         |         |   |                             |         |            |  |                |         |              |   |               |         |        |   |   |          | 72,467  |   |   |         | (385    | ) |   |         | 72,082   |   |   |         | 72,082  |  
|                                                                       | Additional minimum pension liability                                   |                                       |        |        |   |            |         |         |   |                             |         |            |  |                |         |              |   |               |         | (21,093 | ) |   |          |        |   |   |         |        |   |   |         | (21,093  | ) |   |         | (21,093 | )
|                                                                       | Issuance of common stock                                               |                                       |        | 24      |   |            |         | 24       |   |                             |         | 308         |  |                |         |              |   |               |         |        |   |   |          |        |   |   |         |        |   |   |         | 332      |   |   |         |        |  
|                                                                       |                                                                        |                                       |        |         |   |            |         |          |   |                             |         |             |  |                |         |               |   |               |         |         |   |   |          |         |   |   |         |         |   |   |         |          |   |   |         |        
|Balance December 29, 2001 (Predecessor)                                |                                                                        |                                       | 55,869 |         |   | $          | 316,512 |          |   | $                           | 57,220  |             |  | $              | 446,689 |               |   | $             | (26,363 | )       |   | $ | (73,310  | )       |   | $ | 15,282  |         |   | $ | 736,030 |          |   | $ | 203,251 |        
|                                                                       |                                                                        |                                       |        |         |   |            |         |          |   |                             |         |             |  |                |         |               |   |               |         |         |   |   |          |         |   |   |         |         |   |   |         |          |   |   |         |        
|                                                                       | 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  |        
|Additional 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  |        
|                                                                       |                                                                        |                                       |        |         |   |            |         |          |   |                             |         |             |  |                |         |               |   |               |         |         |   |   |          |         |   |   |         |         |   |   |         |          |   |   |         |        

See Notes to Consolidated Financial Statements

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DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

Note 1  Nature of
Operations

Dole Food Company, Inc. was incorporated
under the laws of Hawaii in 1894 and was reincorporated under
the laws of Delaware in July 2001.

Dole Food Company, Inc. and its consolidated
subsidiaries (the Company) are engaged in the
worldwide sourcing, processing, distributing and marketing of
high quality, branded food products, including fresh fruit and
vegetables, as well as packaged foods. Additionally, the Company
markets a full-line of premium fresh-cut flowers.

Operations are conducted throughout North
America, Latin America, Europe (including eastern European
countries), Asia (primarily in Japan, the Philippines and
Thailand) and Africa (primarily in South Africa and west African
countries). As a result of its global operating and financing
activities, the Company is exposed to certain risks including
changes in commodity pricing, fluctuations in interest rates,
fluctuations in foreign currency exchange rates, as well as
other environmental and business risks in both sourcing and
selling locations.

The Companys principal products are
produced on both Company-owned and leased land and are also
acquired through associated producer and independent grower
arrangements. The Companys products are primarily packed
and processed by the Company and sold to wholesale, retail and
institutional customers and other food product companies.

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

Going-Private Merger
Transaction:On March 28, 2003,
the Company completed the going-private merger transaction with
DHM Holding Company, Inc. (HoldCo) described in
Note 3. As a result of this transaction, the Companys
results of operations, financial position and cash flows prior
to the date of the going-private merger transaction are
presented as the Predecessor. The going-private
merger transaction and the Companys results of operations,
financial position and cash flows thereafter are presented as
the Successor.

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed-down to the Company. For convenience,
the allocation of the purchase price was done as of
March 23, 2003, the first day of the Companys 2003
second fiscal quarter as opposed to the actual transaction date
of March 28, 2003 (Note 4).

Basis of
Consolidation:The Companys
consolidated financial statements include the accounts of Dole
Food Company, Inc. and its controlled subsidiaries.
Intercompany accounts and transactions have been eliminated in
consolidation.

Annual Closing Date:The Companys fiscal year ends on the Saturday closest to
December 31. The Successors fiscal year 2003 ended on
January 3, 2004. The Predecessors fiscal years 2002
and 2001 ended on December 28, 2002 and December 29,
2001, respectively. Fiscal year 2003, which includes the
predecessors quarter ended March 22, 2003 and the
successors three-quarter period ended January 3,
2004, consisted of 53 weeks. The impact of the additional
week in fiscal year 2003 is not material to the Companys
Statements of Operations or Statements of Cash Flows.

Revenue Recognition:Revenue is recognized at the point title and risk of loss is
transferred to the customer, collection is reasonably assured,
persuasive evidence of an arrangement exists and the price is
fixed or determinable. Revenue is recorded net of discounts,
rebates and certain sales incentives.

Agricultural Costs:Recurring agricultural costs include costs relating to
irrigation, fertilizing, disease and insect control and other
ongoing crop and land maintenance activities. Recurring
agricultural costs for bananas, pineapples and flowers are
charged to operations as incurred. Recurring agricultural costs
related to

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

other crops are recognized when the crops are
harvested and sold. Non-recurring agricultural costs, primarily
comprised of soil and farm improvements and other long-term crop
growing costs that benefit multiple harvests, are deferred and
amortized over the estimated production period, currently from
two to seven years.

Shipping and Handling
Costs:Amounts billed to third party
customers for shipping and handling are included as a component
of revenue. Shipping and handling costs incurred are included as
a component of cost of products sold and represent costs
incurred by the Company to ship product from the sourcing
locations to the end consumer markets.

Marketing and Advertising
Costs:Marketing and advertising
costs, which include media, production and other promotional
costs, are generally expensed in the period in which the
marketing or advertising first takes place. In limited
circumstances, the Company capitalizes payments related to the
right to stock products in customer outlets or to provide
funding for various merchandising programs over a specified
contractual period. In such cases, the Company amortizes the
costs over the life of the underlying contract. The amortization
of these costs, as well as other marketing and advertising costs
that relate to discounts, rebates and certain sales incentives,
are classified as a reduction in revenue. Advertising and
marketing costs, included in selling, marketing and general and
administrative expenses, amounted to $48.2 million,
$16.0 million, $71.5 million and $61.3 million
during the three quarters ended January 3, 2004, quarter
ended March 22, 2003 and fiscal years ended
December 28, 2002 and December 29, 2001, respectively.

Research and Development
Costs:Research and development costs
are expensed as incurred. Research and development costs were
not material during the three quarters ended January 3,
2004, quarter ended March 22, 2003 and fiscal years ended
December 28, 2002 and December 29, 2001.

Income Taxes:Deferred income taxes are recognized for the income tax effect
of temporary differences between financial statement carrying
amounts and the income tax bases of assets and liabilities.
Income taxes, which would be due upon the repatriation of
foreign subsidiary earnings, have not been provided where the
undistributed earnings are considered indefinitely invested. A
valuation allowance is provided for deferred income tax assets
for which it is deemed more likely than not that future taxable
income will not be sufficient to realize the related income tax
benefits from these assets.

Cash and Cash
Equivalents:Cash and cash equivalents
consist of cash on hand and highly liquid investments, primarily
money market funds and time deposits, with original maturities
of three months or less.

Grower Advances:The
Company makes advances to third party growers primarily in Latin
America and Asia for various farming needs. Some of these
advances are secured with property or other collateral owned by
the growers. The Company monitors these receivables on a regular
basis and records an allowance for these grower receivables
based on estimates of the growers ability to repay
advances and the fair value of the collateral. Grower advances
are stated at the gross advance amount less allowances for
potential uncollectible balances.

Inventories:Inventories are valued at the lower of cost or market. Cost is
determined principally on a first-in, first-out basis and
includes materials, labor and overhead. Specific identification
and average cost methods are also used primarily for certain
packing materials and operating supplies.

Investments:Investments in affiliates and joint ventures with ownership of
20% to 50% are recorded on the equity method, provided the
Company has the ability to exercise significant influence. All
other non-consolidated investments are accounted for using the
cost method. At January 3, 2004 and December 28, 2002,
substantially all of the Companys investments have been
accounted for under the equity method.

Property, Plant and
Equipment:Property, plant and
equipment is stated at cost plus the fair value of asset
retirement obligations, if any, less accumulated depreciation.
Depreciation is computed principally by the straight-line method
over the estimated useful lives of these assets. The Company
reviews long-lived assets to be held and used for impairment
whenever events or changes in circumstances indicate that the
carrying

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

amount may not be recoverable. If an evaluation
of recoverability is required, the estimated undiscounted future
cash flows directly associated with the asset are compared to
the assets carrying amount. If this comparison indicates
that there is an impairment, the amount of the impairment is
calculated by comparing the carrying value to discounted
expected future cash flows or comparable market values,
depending on the nature of the asset. All long-lived assets, for
which management has committed itself to a plan of disposal by
sale, are reported at the lower of carrying amount or fair value
less cost to sell. Long-lived assets to be disposed of other
than by sale are classified as held and used until the date of
disposal.

Goodwill and
Intangibles:Goodwill represents the
excess cost of a business acquisition over the fair value of the
net identifiable assets acquired. The Company adopted Statement
of Financial Accounting Standards No. 142
(FAS 142), Goodwill and Other Intangible
Assets, effective December 30, 2001, the first day of
its 2002 fiscal year. As a result, goodwill is no longer
amortized, but reviewed for impairment annually, or more
frequently if certain impairment indicators arise. Goodwill
amortization expense for 2001 totaled $11 million. Had the
Company applied FAS 142 at the beginning of the fiscal
2001 year, reported net income, adjusted for goodwill
amortization expense, would have been $161.4 million.

Trademarks, trade names and other related
intangibles are considered to have indefinite lives because they
are expected to generate cash flows indefinitely and as such
will not be amortized, but will be tested annually for
impairment, or more frequently if events or changes in
circumstances indicate that the assets might be impaired.
Amortizable intangible assets are amortized on a straight-line
basis over the weighted-average estimated useful lives of the
underlying assets as follows:

|                                           |  |         
|------------------------------------------ |  | --------
|Customer relationships                     |  | 10 years
|Licenses                                   |  | 3 years 
|Other                                      |  | 3 years 
|Total weighted-average amortization period |  | 7 years 

Financial Instruments/ Concentration of Credit
Risk:Financial instruments that
potentially subject the Company to a concentration of credit
risk principally consist of cash equivalents, foreign currency
exchange contracts, grower advances and trade receivables. The
Company maintains its temporary cash investments with high
quality financial institutions, which are invested in primarily
short-term U.S. government instruments and certificates of
deposit. The counter parties to the Companys foreign
currency exchange contracts are major financial institutions.
Grower advances are principally with farming enterprises located
throughout Latin America and Asia and are secured by the
underlying crop harvests. Credit risk related to trade
receivables is mitigated due to the large number of customers
dispersed worldwide. To reduce credit risk, the Company performs
periodic credit evaluations of its customers but does not
generally require advance payments or collateral. Additionally,
the Company maintains allowances for credit losses. No
individual customer accounted for greater than 10% of the
Companys revenues during the three quarters ended
January 3, 2004, quarter ended March 22, 2003, year
ended December 28, 2002 or year ended December 29,
2001. No individual customer accounted for greater than 10% of
accounts receivable as of January 3, 2004 or
December 28, 2002.

The Companys financial instruments are
primarily composed of short-term trade and grower receivables,
trade payables, notes receivable and long and short-term notes
payable, as well as long-term grower receivables, term loans and
debentures. For short-term instruments, the carrying amount is a
reasonable estimate of fair value. Fair values for long-term
financial instruments not readily marketable are estimated based
upon discounted future cash flows at prevailing market interest
rates. Based on these assumptions, with the exception of the
Companys fixed rate long-term debt disclosed in
Note 12, management believes the fair market values of the
Companys financial instruments are not materially
different from their recorded amounts as of January 3, 2004
and December 28, 2002.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

During 2003, the Companys derivative
instruments, as defined by Statement of Financial Accounting
Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities,
(FAS 133) consisted of euro and yen foreign
currency exchange forwards and fuel hedges. The Company enters
into foreign currency exchange forward contracts to reduce its
currency risk related to anticipated dollar equivalent foreign
currency cash flows. At January 3, 2004, the Companys
foreign currency exchange forwards, in an aggregate outstanding
notional amount of $225 million, were designated and
effective as hedges of future cash flows under FAS 133. The
fair value of the Companys outstanding foreign currency
exchange forwards totaled $(16) million and
$(0.9) million as of January 3, 2004 and
December 28, 2002, respectively, and were included as a
component of accumulated other comprehensive loss in
shareholders equity. Settlement of these contracts will
occur in 2004.

During 2003, the Company entered into short-term
fuel hedges to partially mitigate the Companys exposure to
significant bunker fuel fluctuations. These contracts were
designated as hedges under FAS 133. At January 3, 2004
the Company had no outstanding fuel hedges.

In the normal course of business, the Company
entered into various commodity purchase and sale contracts.
These contracts qualify for normal purchase and sale exemptions
under FAS 133 and are excluded from mark-to-market
accounting. The Company does not hold or issue derivative
financial instruments for trading or speculative purposes.

Foreign Exchange:For subsidiaries whose functional currency is the
U.S. dollar, net foreign exchange transaction gains or
losses resulting from the translation of monetary assets and
liabilities are included in determining net income. Net foreign
exchange gains or losses resulting from the translation of
assets and liabilities of foreign subsidiaries whose functional
currency is not the U.S. dollar are recognized as a
component of accumulated other comprehensive income (loss) in
shareholders equity. Unrealized currency gains and losses
on certain intercompany transactions that are of a
long-term-investment nature (i.e., settlement is not planned or
anticipated in the foreseeable future), are also recorded in
accumulated other comprehensive income (loss).

Guarantees:In
November 2002, the FASB issued FASB Interpretation No. 45
(FIN 45), Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45
elaborates on the disclosures to be made by a guarantor about
its obligations under certain types of guarantees. FIN 45
also clarifies that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. FIN 45
specifically identifies obligations that are excluded from the
provisions related to recognizing a liability at inception;
however, these guarantees are subject to the disclosure
requirements of FIN 45. The recognition and measurement
provisions of FIN 45 are applicable on a prospective basis
to guarantees issued or modified after the beginning of the
fiscal year in which FIN 45 is adopted. The Company adopted
the initial recognition and measurement provisions of the
FIN 45 on a prospective basis for guarantees issued or
modified after December 31, 2002. The adoption of
FIN 45 did not have a material impact on the Companys
financial condition or results of operations.

Use of Estimates:The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as well as
the disclosures of contingent assets and liabilities as of the
date of these financial statements. Managements use of
estimates also affects the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from these estimates.

Reclassifications:Certain prior year amounts have been reclassified to conform
with the 2003 presentation. These reclassifications had no
impact on previously reported results of operations or
shareholders equity.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Recently Issued Accounting
Pronouncements

Special-Purpose
Entities:In January 2003, the FASB
issued FASB Interpretation No. 46
(FIN 46), Consolidation of Variable
Interest Entities. This standard clarifies the application
of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, and addresses consolidation by
business enterprises of variable interest entities. FIN 46
requires existing unconsolidated variable interest entities to
be consolidated by their primary beneficiaries if the entities
do not effectively disperse risk among the parties involved.
This statement became immediately effective for variable
interest entities created or in which an enterprise obtains an
interest after January 31, 2003.

In connection with the going-private merger
transaction, effective March 23, 2003, the Company elected
to early adopt the provisions of FIN 46 applicable to
interests in variable interest entities acquired before
February 1, 2003. The adoption of FIN 46 resulted in
the Company consolidating the variable interest entity that owns
the Companys corporate headquarters building and also its
variable interests in two previously off-balance sheet vessel
leases. The consolidations resulted in an increase in the
Companys long-term debt of approximately
$139.8 million and an increase in assets, primarily land,
buildings and vessels, of approximately $133.2 million. The
difference of approximately $6.6 million was allocated to
goodwill in purchase accounting. In addition, for the three
quarters ended January 3, 2004, the consolidation of the
variable interest entities resulted in an increase in
depreciation expense of approximately $2.1 million, an
increase in interest expense of approximately $1.9 million
and a reduction in rent expense of approximately $3 million.

In December 2003, the FASB issued a revised
version of FIN 46 (FIN 46R). Among other
things, the revision clarifies the definition of a variable
interest entity, exempts most entities that are businesses from
the scope of FIN 46R and delays the effective date of the
revised standard to no later than the end of the first reporting
period ending after December 15, 2003 for special-purpose
entities and March 15, 2004 for all other types of
entities. The Company does not expect the adoption of
FIN 46R to have a material impact on the Companys
financial position or results of operations.

Note 3  Going-Private
Merger and Refinancing Transactions

On December 18, 2002, the Company signed a
definitive merger agreement with David H. Murdock, the
Companys Chairman, President and Chief Executive Officer,
pursuant to which Mr. Murdock would acquire the
approximately 76% of the Companys common stock that he and
his affiliates did not already own for $33.50 per share in
cash. On March 26, 2003, the merger was approved at a
special meeting of the Companys shareholders. The
transaction was successfully completed on March 28, 2003
and the Company became wholly owned by Mr. Murdock through
DHM Holding Company, Inc., a Delaware corporation
(HoldCo). As a result of the transaction, the
Companys outstanding shares of common stock were retired
and all outstanding stock options were settled in cash, except
those options held by Mr. Murdock that were cancelled
without payment.

The purchase price of all of the outstanding
common stock of the Company not already owned by
Mr. Murdock, plus transaction costs, was approximately
$1.55 billion. The funds necessary to purchase these shares
of the Company consisted of a $125 million capital
contribution by HoldCo, funds borrowed under $1.125 billion
of new senior secured credit facilities (consisting of
$825 million of term loan facilities and $300 million
of revolving credit facilities) and the issuance of
$475 million principal amount of 8.875% Senior Notes
due 2011 (the 2011 Notes). The 2011 Notes were
offered within the United States only to qualified institutional
investors pursuant to Rule 144A under the Securities Act of
1933 (the Securities Act) and to persons outside the
United States in compliance with Regulation S under the
Securities Act. The Credit Agreement with respect to the new
senior secured credit facilities and the Indenture with respect
to the 2011 Notes contain significant restrictions and covenants
affecting, among other things, the operations and finances of
the Company and its subsidiaries.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

In addition, on March 28, 2003, the Company
repaid its 7% Senior Notes due 2003 and called for
redemption its 6.375% Senior Notes due 2005 with
outstanding balances of approximately $209.8 million and
$300 million, respectively, at March 22, 2003. The
Companys 7.25% Senior Notes due 2009 and
7.875% Debentures due 2013 remain outstanding; however, the
terms of both the Senior Notes due 2009 and Debentures due 2013
were modified to provide for substantially the same interest
rates, covenants and guarantees from certain of the
Companys subsidiaries as are provided for by the 2011
Notes. The modifications provide for interest at 8.625% on the
Senior Notes due 2009 and 8.75% on the Debentures due 2013.

In connection with the transaction, the Company
sold its interest in an aircraft under an operating
sale-leaseback agreement for approximately $28.9 million,
which approximated its book value. The Company also purchased
shipping containers for approximately $76.5 million that
were previously leased under separate capital and operating
lease agreements and modified the provisions of its corporate
headquarters financing facility to provide for substantially the
same interest rate as the new senior secured credit facilities.

The going-private merger transaction has been
accounted for as a purchase at the HoldCo level with the related
purchase accounting pushed-down to the Company as of the date of
the transaction.

On May 29, 2003, the Company issued and sold
$400 million aggregate principal amount of
7.25% Senior Notes due 2010 (the 2010 Notes) in
an offering exempt from the registration requirements of the
Securities Act of 1933. The Company used the net proceeds from
this offering of approximately $396 million, together with
other available cash of $4 million, to prepay
$400 million of the term loans under the senior secured
credit facility. In connection with the offering, the Company
and the lenders under the senior secured credit facility
effected certain amendments to the Companys senior secured
credit facility. The indenture with respect to the 2010 Notes
contains covenants and restrictions substantially identical to
those under the 2011 Notes.

In July 2003, the Company filed two
registration statements on Form S-4 with the Securities and
Exchange Commission offering the holders of the 2011 Notes and
the 2010 Notes the opportunity to exchange their notes for
publicly registered notes having substantially identical terms,
except for certain restrictions on transfer that pertain to the
original notes. These registration statements were declared
effective on July 25, 2003. The exchange offers, which
commenced on July 25, 2003 and expired on August 25,
2003, resulted in all notes being exchanged for publicly
registered notes.

Note 4  Allocation of Purchase
Price in Going-Private Merger Transaction

The allocation of the purchase price to the
assets acquired and liabilities assumed in the going-private
merger transaction is based upon their respective fair values at
the date of the transaction. In accordance with EITF Issue
No. 88-16, Basis in Leveraged Buyout
Transactions, Mr. Murdocks continuing residual
interest has been reflected at its original cost adjusted for
his share of the Companys earnings, losses, dividends and
other equity adjustments since the date of original acquisition
(predecessor basis). In accordance with EITF Issue
No. 90-12, Allocating Basis to Individual Assets and
Liabilities for Transactions within the Scope of Issue
No. 88-16, only a partial step-up of assets and
liabilities to fair value has been recorded in purchase
accounting. The partial step-up, which reflects
Mr. Murdocks acquisition of the common stock of the
Company that he did not already own, has resulted in the
Companys assets and liabilities being adjusted by
approximately 76% of the difference between their fair value at
the date of acquisition and their historical carrying cost. Fair
value was determined using a variety of valuation methods,
including third party appraisals.

For convenience, the allocation of the purchase
price was done as of March 23, 2003, the first day of the
Companys 2003 second fiscal quarter as opposed to the
actual transaction date of March 28, 2003. The following
represents the estimated values attributable to the assets
acquired and liabilities assumed in the

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

going-private merger transaction. These values
include the historical values attributable to
Mr. Murdocks predecessor basis.

|                                                                                                                        |                                                                   |                     |           |           |           | 
|----------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------- | --------- | --------- | --------- | 
|                                                                                                                        |                                                                   | (In thousands)     
|Amount paid for 43.2 million shares of
    common stock and the settlement of approximately 3 million
    stock options |                                                                   | $                   | 1,476,717 |          
|Transaction fees and costs                                                                                              |                                                                   |                     | 70,651    |          
|                                                                                                                        |                                                                   |                     |           |          
|Total purchase price, including transaction
    expenses                                                                |                                                                   | $                   | 1,547,368 |          
|                                                                                                                        |                                                                   |                     |           |          
|The total purchase price has been allocated as
    follows:                                                             |                                                                   |                     |           |          
|Current assets                                                                                                          |                                                                   | $                   | 1,797,309 |          
|Investments                                                                                                             |                                                                   |                     | 73,008    |          
|Property, plant and equipment                                                                                           |                                                                   |                     | 1,504,984 |          
|Intangible assets                                                                                                       |                                                                   |                     | 743,558   |          
|Goodwill                                                                                                                |                                                                   |                     | 447,959   |          
|Other assets                                                                                                            |                                                                   |                     | 134,253   |          
|                                                                                                                        |                                                                   |                     |           |          
|                                                                                                                        | Total assets acquired                                             |                     |           | 4,701,071 |          
|Current liabilities                                                                                                     |                                                                   |                     | 957,048   |          
|Long-term debt                                                                                                          |                                                                   |                     | 1,003,431 |          
|Other long-term liabilities                                                                                             |                                                                   |                     | 440,845   |          
|Deferred income tax liabilities                                                                                         |                                                                   |                     | 434,923   |          
|Minority interests                                                                                                      |                                                                   |                     | 30,563    |          
|                                                                                                                        |                                                                   |                     |           |          
|                                                                                                                        | Total liabilities assumed                                         |                     |           | 2,866,810 |          
|Net assets                                                                                                              |                                                                   |                     | 1,834,261 |          
|                                                                                                                        | Less: Historical net assets attributable to
    Predecessor basis |                     |           | 186,958   |          
|                                                                                                                        | Less: Goodwill attributable to Predecessor basis                  |                     |           | 99,935    |          
|                                                                                                                        |                                                                   |                     |           |          
|                                                                                                                        |                                                                   | Net assets acquired |           | $         | 1,547,368 | 
|                                                                                                                        |                                                                   |                     |           |          

Of the $743.6 million allocated to
intangible assets, $694.5 million relates to the
Companys trademarks, trade names and other related
intangibles, which have an indefinite life and as such, will not
be amortized. The remaining $49.1 million is attributable
to licenses and customer relationships with finite lives, which
will be amortized over a weighted-average period of
approximately 7 years.

The total amount allocated to goodwill of
$448.0 million includes $99.9 million that is
attributable to Mr. Murdocks predecessor basis. None
of this goodwill is expected to be deductible by the Company for
tax purposes. Refer to Note 11 for additional information
on goodwill and acquired intangible assets.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Note 5  Pro Forma Information
for Going-Private Merger Transaction

The following unaudited pro forma financial
information was prepared as if the going-private merger
transaction, which was effective as of March 23, 2003, had
occurred at the beginning of each of the periods presented (in
thousands):

|                                                                        |  |            |           |              |  |   |           |  
|----------------------------------------------------------------------- |  | ---------- | --------- | ------------ |  | - | --------- | -
|                                                                        |  |           
|                                                                        |  | 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   | )

These unaudited pro forma results have been
prepared for comparative purposes only and primarily include
adjustments for depreciation and amortization arising from the
step-up of assets in the merger transaction, interest expense on
debt issued in connection with the merger transaction and
related income tax adjustments. These adjustments were tax
effected using the Companys effective tax rates of 18.9%
and 25.6% for the years ended January 3, 2004 and
December 28, 2002, respectively. Included in net income for
the year ended January 3, 2004 is approximately
$10.6 million of pretax expense related to the write-off of
debt issuance costs due to the early repayment of debt in the
refinancing transaction as well as $6.9 million of pretax
expense related to a litigation settlement. Included in net
income for the year ended December 28, 2002 is a goodwill
impairment charge of approximately $119.9 million that
resulted from the adoption of a new accounting policy in the
quarter ended March 23, 2002.

The pro forma information is not necessarily
indicative of the results that would have occurred had the
going-private merger and refinancing transactions occurred at
the beginning of the periods presented, nor is it necessarily
indicative of future results.

Note 6  Discontinued
Operations

On November 28, 2001, the Company disposed
of its 97% interest in the capital stock of Cerveceria Hondurena
S.A., a Honduran corporation principally engaged in the beverage
business in Honduras (CHSA or the Honduran
beverage business). Such interest in CHSA had been held by
two subsidiaries of the Company. The disposition was
accomplished by means of a stock exchange transaction in which
the Company acquired a subsidiary of South African Breweries plc
(SAB) that held as its sole asset $537 million
in cash. The Company received $561 million as consideration
for the disposition of CHSA, comprised of $537 million in
cash and $24 million of intercompany debt forgiveness
between CHSA and a subsidiary of the Company.

The Companys Consolidated Financial
Statements and Notes to Consolidated Financial Statements for
2001 have been restated to reflect the Honduran beverage
business as a discontinued business operation.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Summarized financial information for the
discontinued operations, through November 28, 2001, is as
follows (in thousands):

|                                                                                     |  |             |         | 
|------------------------------------------------------------------------------------ |  | ----------- | ------- | 
|                                                                                     |  | 2001       
|                                                                                     |  |            
|                                                                                     |  | Predecessor
|                                                                                     |  |            
|Revenues                                                                             |  | $           | 239,006 | 
|                                                                                     |  |             |         | 
|Income before income taxes                                                           |  | $           | 23,648  | 
|Income taxes                                                                         |  |             | 4,792   | 
|                                                                                     |  |             |         | 
|Income from discontinued operations, net of
    income taxes                         |  | $           | 18,856  | 
|                                                                                     |  |             |         | 
|Gain on disposal of discontinued operations, net
    of income taxes of $128 million |  | $           | 168,626 | 
|                                                                                     |  |             |         | 

Income before income taxes includes an interest
expense allocation of $7 million in 2001. The allocation
was based on the ratio of net assets of discontinued operations
to consolidated net assets, plus consolidated debt other than
debt directly attributed to discontinued operations assumed and
debt that was directly attributed to other operations of the
Company.

Note 7  Other Gains and
Charges

Gain on Investment in Available-For-Sale
Securities:The Company invested in
available-for-sale securities with an aggregate cost of
$26 million during 2001. The securities were sold for
$34 million, resulting in a non-operating gain of
$8 million, which was recorded in other income (expense),
net in the Consolidated Statement of Operations for 2001. For
segment reporting purposes, this gain is included in the
Corporate and other segment.

Business Downsizing
Charges:In 2001, the Company effected
the divestiture of its controlling interest in a banana
production joint venture in South America.

The Company implemented business reconfiguration
programs during 2001 that resulted in $133 million of
expenses that were recognized as a component of cost of products
sold in the Consolidated Statements of Operations. Of the total
$133 million business configuration charge, the Company
recognized approximately $111.7 million in non-cash
charges. Included in the total $133 million charge is
$28 million related to the shutdown and related asset sales
of the Companys California deciduous and Pacific Northwest
apples operations, which included packinghouses, ranches and
orchards in California and Washington. The remaining
$105 million recognized in 2001 related to the planned
divestiture of the Companys Pascual Hermanos vegetables
subsidiary in Spain and certain other non-core businesses in
Europe, as well as the downsizing of banana and flower
operations in Latin America and banana production in the
Philippines.

Gains and Losses on Business
Dispositions:In September 2002,
the Company sold all of its 91% interest in and outstanding
loans due from Pascual Hermanos, S.A. (Pascual
Hermanos), a Spanish corporation held for sale since 2001,
for approximately $18.1 million, net of cash on hand at the
date of sale. The financial results of Pascual Hermanos are
included in the fresh vegetables reporting segment through the
effective date of disposal. The Company recorded a gain on this
sale in 2002 of approximately $4.3 million, net of
transaction expenses. The gain is included in selling, marketing
and general and administrative expenses in the Consolidated
Statements of Operations. Revenues related to Pascual Hermanos
for the years ended December 28, 2002 and December 29,
2001 were $26 million and $45 million, respectively.
Operating income related to Pascual Hermanos for the years ended
December 28, 2002 and December 29, 2001 were
$4 million and $1 million, respectively.

On October 1, 2002, the Company sold its
wholly owned subsidiary, Saman S.A. (Saman), for
$6.2 million in cash, net of cash on hand at the date of
sale. Saman was a European dried fruit and nut

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

processor held for sale since 2001. The financial
results of Saman have been included in the packaged foods
reporting segment through the effective date of disposal. The
Company recorded a loss in 2002 on the sale of approximately
$4.1 million, net of transaction expenses, which is
included in selling, marketing and general and administrative
expenses in the Consolidated Statements of Operations. Revenues
related to Saman for the years ended December 28, 2002 and
December 29, 2001 were $27 million and
$50 million, respectively. Operating losses related to
Saman for the years ended December 28, 2002 and
December 29, 2001 were $4 million and $1 million,
respectively.

During the third quarter ended October 4,
2003, the Company sold its 81% interest in Fabrica, a Honduran
palm oil business for $7.6 million and recorded a loss of
$2.4 million. The loss was included in selling, marketing
and general and administrative expenses in the Consolidated
Statements of Operations. The financial results of Fabrica have
been included in the packaged foods reporting segment through
the effective date of disposal. Revenues related to Fabrica for
the three quarters ended January 3, 2004, quarter ended
March 22, 2003, and years ended December 28, 2002 and
December 29, 2001 were $11.9 million,
$5.7 million, $24.5 million and $22.5 million,
respectively. Operating income related to Fabrica for the three
quarters ended January 3, 2004, quarter ended
March 22, 2003, and years ended December 28, 2002 and
December 29, 2001 were approximately $0.8 million,
$0.5 million, $1.4 million and $1.3 million,
respectively.

Note 8  Income Taxes

Income tax expense (benefit) was as follows (in
thousands):

|         |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |        |  
|-------- | ------------------------ | ---------- | ----- | ----------- | - | ----------- | ------ | ----------- | - | - | ------ | ------ |  | - | ------ | ------ | -
|         |                          | Three      |       |             |   |             |        |            
|         |                          | Quarters   |       | Quarter     |   |             |        |            
|         |                          | Ended      |       | Ended       |   |             |        |            
|         |                          | January 3, |       | March 22,   |   |             |        |            
|         |                          | 2004       |       | 2003        |   | 2002        |        | 2001       
|         |                          |            |       |             |   |             |        |            
|         |                          | Successor  |       | Predecessor |   | Predecessor |        | Predecessor
|         |                          |            |       |             |   |             |        |            
|Current  |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |       
|         | Federal, state and local |            | $     | (8,890      | ) |             | $      | 7,484       |   |   | $      | 29,625 |  |   | $      | 1,213  |  
|         | Foreign                  |            |       | 15,145      |   |             |        | 3,415       |   |   |        | 7,676  |  |   |        | 10,788 |  
|         |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |       
|         |                          |            | 6,255 |             |   |             | 10,899 |             |   |   | 37,301 |        |  |   | 12,001 |       
|         |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |       
|Deferred |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |       
|         | Federal, state and local |            |       | 3,982       |   |             |        | 2,467       |   |   |        | 13,424 |  |   |        | 17,856 |  
|         | Foreign                  |            |       | (3,725      | ) |             |        | (266        | ) |   |        | 3,064  |  |   |        | (509   | )
|         |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |       
|         |                          |            | 257   |             |   |             | 2,201  |             |   |   | 16,488 |        |  |   | 17,347 |       
|         |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |       
|         |                          | $          | 6,512 |             |   | $           | 13,100 |             |   | $ | 53,789 |        |  | $ | 29,348 |       
|         |                          |            |       |             |   |             |        |             |   |   |        |        |  |   |        |       

As a result of the consummation of the
going-private merger transaction described in Note 3,
income tax expense for the quarter ended March 22, 2003 was
based on earnings for the period from December 29, 2002
through March 22, 2003, to reflect the final separate
financial reporting period for the Company in its predecessor
form. After the consummation of the going-private transaction,
the results of operations are attributable to the new successor
company.

Pretax earnings attributable to foreign
operations were $89.2 million, $61.4 million,
$224.6 million and $14.8 million for the three
quarters ended January 3, 2004, quarter ended
March 22, 2003 and years ended December 28, 2002 and
December 29, 2001, respectively. Undistributed earnings of
foreign subsidiaries, which are intended to be indefinitely
invested, aggregated $1.7 billion at January 3, 2004.
It is not currently practicable to estimate the tax liability
that might be payable if these foreign earnings were repatriated.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

The Companys reported income tax expense on
continuing operations differed from the expense calculated using
the U.S. federal statutory tax rate for the following
reasons (in thousands):

|                                                                      |  |            |        |             |  |             |         |             |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------- |  | ---------- | ------ | ----------- |  | ----------- | ------- | ----------- |  | - | ------- | - |  | - | ------- | -
|                                                                      |  | Three      |        |             |  |             |         |            
|                                                                      |  | Quarters   |        | Quarter     |  |             |         |            
|                                                                      |  | Ended      |        | Ended       |  |             |         |            
|                                                                      |  | January 3, |        | March 22,   |  |             |         |            
|                                                                      |  | 2004       |        | 2003        |  | 2002        |         | 2001       
|                                                                      |  |            |        |             |  |             |         |            
|                                                                      |  | Successor  |        | Predecessor |  | Predecessor |         | Predecessor
|                                                                      |  |            |        |             |  |             |         |            
|Expense computed at U.S. federal statutory
    income tax rate of 35% |  | $          | 10,370 |             |  | $           | 25,861  |             |  | $ | 73,495  |   |  | $ | (2,706  | )
|Foreign income taxed at different rates                               |  |            | (2,341 | )           |  |             | (10,523 | )           |  |   | (64,715 | ) |  |   | (39,310 | )
|State and local income tax, net of federal income
    tax benefit     |  |            | (2,851 | )           |  |             | 1,167   |             |  |   | 9,742   |   |  |   | 5,960   |  
|Valuation allowances                                                  |  |            | 2,324  |             |  |             | (1,269  | )           |  |   | 40,002  |   |  |   | 66,131  |  
|Refund of prior years taxes                                          |  |            |       |             |  |             | (2,209  | )           |  |   | (5,008  | ) |  |   |        |  
|Permanent items and other                                             |  |            | (990   | )           |  |             | 73      |             |  |   | 273     |   |  |   | (727    | )
|                                                                      |  |            |        |             |  |             |         |             |  |   |         |   |  |   |         |  
|Reported income tax expense                                           |  | $          | 6,512  |             |  | $           | 13,100  |             |  | $ | 53,789  |   |  | $ | 29,348  |  
|                                                                      |  |            |        |             |  |             |         |             |  |   |         |   |  |   |         |  

Total income tax cash payments, net of refunds,
for the three quarters ended January 3, 2004, quarter ended
March 22, 2003 and years ended December 28, 2002 and
December 29, 2001 were $(6.2) million,
$(12.2) million, $95 million and $18 million,
respectively. Cash payments during the year ended
December 28, 2002 included $67 million in tax payments
related to the disposal of the Honduran beverage business in
2001.

Deferred tax assets (liabilities) were
comprised of the following (in thousands):

|                                 |  |            |          |              |  |   |          |  
|-------------------------------- |  | ---------- | -------- | ------------ |  | - | -------- | -
|                                 |  | January 3, |          | December 28,
|                                 |  | 2004       |          | 2002        
|                                 |  |            |          |             
|                                 |  | Successor  |          | Predecessor 
|                                 |  |            |          |             
|Intangibles                      |  | $          | (273,002 | )            |  | $ | 31,274   |  
|Property, plant and equipment    |  |            | (185,139 | )            |  |   | (59,429  | )
|Inventory valuation methods      |  |            | (5,175   | )            |  |   | 2,586    |  
|Postretirement benefits          |  |            | 38,458   |              |  |   | 36,812   |  
|Operating accruals               |  |            | 24,934   |              |  |   | 54,687   |  
|Tax credit carryforwards         |  |            | 18,388   |              |  |   | 18,388   |  
|Net operating loss carryforwards |  |            | 92,659   |              |  |   | 65,712   |  
|Asset impairments                |  |            | 5,835    |              |  |   | 5,835    |  
|Valuation allowances             |  |            | (116,909 | )            |  |   | (121,209 | )
|Other, net                       |  |            | (3,405   | )            |  |   | (273     | )
|                                 |  |            |          |              |  |   |          |  
|                                 |  | $          | (403,356 | )            |  | $ | 34,383   |  
|                                 |  |            |          |              |  |   |          |  

The Company has gross federal and state net
operating loss carryforwards of $79.3 million and gross
foreign net operating loss carryforwards of $205.8 million
at January 3, 2004. The Company has recorded deferred tax
assets of $32.5 million for federal and state net operating
loss carryforwards, which, if unused, will expire between 2006
and 2023. The Company has recorded deferred tax assets of
$60.1 million for foreign net operating loss carryforwards,
which, if unused will expire between 2004 and 2013.

A valuation allowance was established to offset
foreign tax credit carryforwards, foreign net operating loss
carryforwards, and certain other deferred tax assets in foreign
jurisdictions. The entire valuation allowance is

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

included in non-current deferred tax assets. The
Company has deemed it more likely than not that future taxable
income in the relevant foreign taxing jurisdictions will be
insufficient to realize the related income tax benefits for
these assets. The foreign tax credit carryforward amount of
$18.4 million will expire in 2006.

Total deferred tax assets and deferred tax
liabilities were as follows (in thousands):

|                                                 |                                                 |            |          |              |   |   |          |          |  
|------------------------------------------------ | ----------------------------------------------- | ---------- | -------- | ------------ | - | - | -------- | -------- | -
|                                                 |                                                 | January 3, |          | December 28,
|                                                 |                                                 | 2004       |          | 2002        
|                                                 |                                                 |            |          |             
|                                                 |                                                 | Successor  |          | Predecessor 
|                                                 |                                                 |            |          |             
|Deferred tax assets                              |                                                 | $          | 266,725  |              |   | $ | 266,105  |         
|Deferred tax asset valuation allowance           |                                                 |            | (116,909 | )            |   |   | (121,209 | )       
|                                                 |                                                 |            |          |              |   |   |          |         
|                                                 |                                                 |            | 149,816  |              |   |   | 144,896  |         
|                                                 | Deferred tax liabilities                        |            |          | (553,172     | ) |   |          | (110,513 | )
|                                                 |                                                 |            |          |              |   |   |          |         
|                                                 | Net deferred tax assets (liabilities)           |            | $        | (403,356     | ) |   | $        | 34,383   |  
|                                                 |                                                 |            |          |              |   |   |          |         
|Current deferred tax assets consist of:          |                                                 |            |          |              |   |   |          |         
|                                                 | Deferred tax assets                             |            | $        | 49,880       |   |   | $        | 36,859   |  
|                                                 | Deferred tax liabilities                        |            |          | (1,805       | ) |   |          | (17      | )
|                                                 |                                                 |            |          |              |   |   |          |         
|                                                 | Net current deferred tax assets                 |            |          | 48,075       |   |   |          | 36,842   |  
|Non-current deferred tax liabilities consist of: |                                                 |            |          |              |   |   |          |         
|                                                 | Deferred tax assets, net of valuation allowance |            |          | 99,936       |   |   |          | 108,037  |  
|                                                 | Deferred tax liabilities                        |            |          | (551,367     | ) |   |          | (110,496 | )
|                                                 |                                                 |            |          |              |   |   |          |         
|                                                 | Net non-current deferred tax liabilities        |            |          | (451,431     | ) |   |          | (2,459   | )
|                                                 |                                                 |            |          |              |   |   |          |         
|                                                 | Net deferred tax assets (liabilities)           |            | $        | (403,356     | ) |   | $        | 34,383   |  
|                                                 |                                                 |            |          |              |   |   |          |         

The Company believes its tax positions comply
with the applicable tax laws and that it is adequately provided
for all tax related matters. The Company is subject to
examination by taxing authorities in the various jurisdictions
in which it files tax returns. Matters raised upon audit may
involve substantial amounts and could result in material cash
payments if resolved unfavorably; however, management does not
believe that any material payments will be made related to these
matters in the upcoming twelve months. Management considers it
unlikely that the resolution of these matters will have a
material adverse effect on its results of operations.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Note 9  Details of Certain
Assets and Liabilities

Details of receivables and inventories were as
follows (in thousands):

|            |                                    |            |         |              |   |   |         |         |  
|----------- | ---------------------------------- | ---------- | ------- | ------------ | - | - | ------- | ------- | -
|            |                                    | January 3, |         | December 28,
|            |                                    | 2004       |         | 2002        
|            |                                    |            |         |             
|            |                                    | Successor  |         | Predecessor 
|            |                                    |            |         |             
|Receivables |                                    |            |         |              |   |   |         |        
|            | Trade                              |            | $       | 504,587      |   |   | $       | 462,652 |  
|            | Notes and other                    |            |         | 73,230       |   |   |         | 68,538  |  
|            | Grower advances                    |            |         | 28,612       |   |   |         | 34,924  |  
|            | Income tax refund                  |            |         | 14,302       |   |   |         |        |  
|            | Other                              |            |         | 10,114       |   |   |         | 10,251  |  
|            |                                    |            |         |              |   |   |         |        
|            |                                    |            | 630,845 |              |   |   | 576,365 |        
|            | Allowance for doubtful accounts    |            |         | (70,596      | ) |   |         | (70,938 | )
|            |                                    |            |         |              |   |   |         |        
|            |                                    | $          | 560,249 |              |   | $ | 505,427 |        
|            |                                    |            |         |              |   |   |         |        
|Inventories |                                    |            |         |              |   |   |         |        
|            | Finished products                  |            | $       | 175,049      |   |   | $       | 180,580 |  
|            | Raw materials and work in progress |            |         | 101,621      |   |   |         | 111,725 |  
|            | Crop-growing costs                 |            |         | 81,106       |   |   |         | 85,870  |  
|            | Operating supplies and other       |            |         | 52,029       |   |   |         | 58,935  |  
|            |                                    |            |         |              |   |   |         |        
|            |                                    | $          | 409,805 |              |   | $ | 437,110 |        
|            |                                    |            |         |              |   |   |         |        

Accrued liabilities included the following (in
thousands):

|                                    |  |            |         |              |  |   |         | 
|----------------------------------- |  | ---------- | ------- | ------------ |  | - | ------- | 
|                                    |  | January 3, |         | December 28,
|                                    |  | 2004       |         | 2002        
|                                    |  |            |         |             
|                                    |  | Successor  |         | Predecessor 
|                                    |  |            |         |             
|Employee-related costs and benefits |  | $          | 134,014 |              |  | $ | 104,429 | 
|Amounts due to growers              |  |            | 88,942  |              |  |   | 67,543  | 
|Marketing and advertising           |  |            | 59,408  |              |  |   | 46,565  | 
|Materials and supplies              |  |            | 44,944  |              |  |   | 38,987  | 
|Other                               |  |            | 186,237 |              |  |   | 190,959 | 
|                                    |  |            |         |              |  |   |         | 
|                                    |  | $          | 513,545 |              |  | $ | 448,483 | 
|                                    |  |            |         |              |  |   |         | 

Remaining amounts included in other accrued
liabilities shown above are comprised of individually
insignificant operating accruals.

Other long-term liabilities were as follows (in
thousands):

|                                                   |  |            |         |              |  |   |         | 
|-------------------------------------------------- |  | ---------- | ------- | ------------ |  | - | ------- | 
|                                                   |  | January 3, |         | December 28,
|                                                   |  | 2004       |         | 2002        
|                                                   |  |            |         |             
|                                                   |  | Successor  |         | Predecessor 
|                                                   |  |            |         |             
|Accrued postretirement and other employee benefits |  | $          | 213,549 |              |  | $ | 223,049 | 
|Accrued taxes                                      |  |            | 174,720 |              |  |   | 161,612 | 
|Other                                              |  |            | 34,655  |              |  |   | 39,493  | 
|                                                   |  |            |         |              |  |   |         | 
|                                                   |  | $          | 422,924 |              |  | $ | 424,154 | 
|                                                   |  |            |         |              |  |   |         | 

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Note 10  Property, Plant and
Equipment

Major classes of property, plant and equipment
were as follows (in thousands):

|                                          |  |            |           |              |  |   |           |  
|----------------------------------------- |  | ---------- | --------- | ------------ |  | - | --------- | -
|                                          |  | January 3, |           | December 28,
|                                          |  | 2004       |           | 2002        
|                                          |  |            |           |             
|                                          |  | Successor  |           | Predecessor 
|                                          |  |            |           |             
|Land and land improvements                |  | $          | 676,937   |              |  | $ | 400,711   |  
|Buildings and improvements                |  |            | 328,201   |              |  |   | 378,886   |  
|Machinery and equipment                   |  |            | 712,442   |              |  |   | 1,056,535 |  
|Equipment under capital leases            |  |            | 94,145    |              |  |   | 47,076    |  
|Construction in progress                  |  |            | 52,119    |              |  |   | 61,340    |  
|                                          |  |            |           |              |  |   |           |  
|                                          |  |            | 1,863,844 |              |  |   | 1,944,548 |  
|Accumulated depreciation and amortization |  |            | (393,965  | )            |  |   | (917,983  | )
|                                          |  |            |           |              |  |   |           |  
|                                          |  | $          | 1,469,879 |              |  | $ | 1,026,565 |  
|                                          |  |            |           |              |  |   |           |  

The Company capitalized equipment under capital
leases, excluding the assets related to the Companys
adoption of FIN 46, of approximately $0.5 million,
$1.2 million, $15.1 million and $25.4 million in
the three quarters ended January 3, 2004, quarter ended
March 22, 2003, and years ended December 28, 2002 and
December 29, 2001, respectively.

In connection with the application of purchase
accounting, net property, plant and equipment was stepped up by
approximately $342.3 million and accumulated depreciation
and amortization of approximately $719.6 million was
eliminated. In addition, the Company recorded non-cash increases
to property, plant, and equipment of approximately
$128.4 million in connection with the Companys
adoption of FIN 46, effective March 23, 2003.

Depreciation is computed principally by the
straight-line method over the estimated useful lives of the
assets as follows:

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

Depreciation and amortization expense for
property, plant and equipment totaled $98.6 million,
$25 million, $106.6 million and $104.8 million
for the three quarters ended January 3, 2004, quarter ended
March 22, 2003, and years ended December 28, 2002 and
December 29, 2001, respectively.

Note 11  Goodwill and
Intangible Assets

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

|                  |  |            |           |              |  |   |         | 
|----------------- |  | ---------- | --------- | ------------ |  | - | ------- | 
|                  |  | January 3, |           | December 28,
|                  |  | 2004       |           | 2002        
|                  |  |            |           |             
|                  |  | Successor  |           | Predecessor 
|                  |  |            |           |             
|Goodwill          |  | $          | 448,751   |              |  | $ | 132,080 | 
|Intangible assets |  |            | 737,675   |              |  |   |        | 
|                  |  |            |           |              |  |   |         | 
|                  |  | $          | 1,186,426 |              |  | $ | 132,080 | 
|                  |  |            |           |              |  |   |         | 

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

The goodwill balance at January 3, 2004
resulted primarily from the going-private merger transaction
(Note 4). The Companys Predecessor goodwill balance
of approximately $132.1 million at December 28, 2002
was eliminated in purchase accounting. Goodwill has been
allocated to the Companys reporting segments as follows
(in thousands):

|                  |  |            |         |              |  |   |         | 
|----------------- |  | ---------- | ------- | ------------ |  | - | ------- | 
|                  |  | January 3, |         | December 28,
|                  |  | 2004       |         | 2002        
|                  |  |            |         |             
|                  |  | Successor  |         | Predecessor 
|                  |  |            |         |             
|Fresh fruit       |  | $          | 341,540 |              |  | $ | 132,080 | 
|Fresh vegetables  |  |            | 89,025  |              |  |   |        | 
|Packaged foods    |  |            | 18,186  |              |  |   |        | 
|Fresh-cut flowers |  |            |        |              |  |   |        | 
|Other             |  |            |        |              |  |   |        | 
|                  |  |            |         |              |  |   |         | 
|Total             |  | $          | 448,751 |              |  | $ | 132,080 | 
|                  |  |            |         |              |  |   |         | 

Details of the Companys intangible assets
were as follows (in thousands):

|                                                      |                                                          |            |         |         |  |  |  |  | 
|----------------------------------------------------- | -------------------------------------------------------- | ---------- | ------- | ------- |  |  |  |  | 
|                                                      |                                                          | January 3, |         |        
|                                                      |                                                          | 2004       |         |        
|                                                      |                                                          |            |         |        
|                                                      |                                                          | Successor  |         |        
|                                                      |                                                          |            |         |        
|Amortized intangible assets:                          |                                                          |            |         |         |  |  |  | 
|                                                      | Customer relationships                                   |            | $       | 28,351  |  |  |  |  | 
|                                                      | Licenses                                                 |            |         | 20,688  |  |  |  |  | 
|                                                      | Other amortized intangible assets                        |            |         | 2,100   |  |  |  |  | 
|                                                      |                                                          |            |         |         |  |  |  | 
|                                                      |                                                          |            | 51,139  |         |  |  |  | 
|Accumulated amortization  customer
    relationships |                                                          |            | (2,181  | )       |  |  |  | 
|Accumulated amortization  licenses                   |                                                          |            | (5,747  | )       |  |  |  | 
|Other accumulated amortization                        |                                                          |            | (54     | )       |  |  |  | 
|                                                      |                                                          |            |         |         |  |  |  | 
|Accumulated amortization  intangible
    assets      |                                                          |            | (7,982  | )       |  |  |  | 
|Intangible assets, net                                |                                                          |            | 43,157  |         |  |  |  | 
|Unamortized intangible assets:                        |                                                          |            |         |         |  |  |  | 
|                                                      | Trademark, trade names and other related
    intangibles |            |         | 694,518 |  |  |  |  | 
|                                                      |                                                          |            |         |         |  |  |  | 
|Total identifiable intangible assets, net             |                                                          | $          | 737,675 |         |  |  |  | 
|                                                      |                                                          |            |         |         |  |  |  | 

The Company had no identifiable intangibles at
December 28, 2002.

Amortization expense of identifiable intangibles
totaled $8.0 million for the three quarters ended
January 3, 2004. There was no amortization expense related
to the identifiable intangibles during the quarter ended
March 22, 2003, year ended December 28, 2002 or year
ended December 29, 2001. Estimated

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

remaining amortization expense associated with
the Companys identifiable intangible assets in each of the
next five fiscal years is as follows (in thousands):

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

Note 12  Long-Term
Debt

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

|                          |                                                                                                       |            |           |              |  |   |           |         | 
|------------------------- | ----------------------------------------------------------------------------------------------------- | ---------- | --------- | ------------ |  | - | --------- | ------- | 
|                          |                                                                                                       | January 3, |           | December 28,
|                          |                                                                                                       | 2004       |           | 2002        
|                          |                                                                                                       |            |           |             
|                          |                                                                                                       | Successor  |           | Predecessor 
|                          |                                                                                                       |            |           |             
|Unsecured debt:           |                                                                                                       |            |           |              |  |   |           |        
|                          | 7% notes due 2003                                                                                     |            | $         |             |  |   | $         | 209,756 | 
|                          | 6.375% notes due 2005                                                                                 |            |           |             |  |   |           | 300,000 | 
|                          | 8.625% notes due 2009                                                                                 |            |           | 400,000      |  |   |           | 400,000 | 
|                          | 7.25% notes due 2010                                                                                  |            |           | 400,000      |  |   |           |        | 
|                          | 8.875% notes due 2011                                                                                 |            |           | 475,000      |  |   |           |        | 
|                          | 8.75% debentures due 2013                                                                             |            |           | 155,000      |  |   |           | 155,000 | 
|                          | Various other notes due 2003  2005 at
    a weighted-average interest rate of 16.33% in 2002         |            |           |             |  |   |           | 4,382   | 
|Secured debt:             |                                                                                                       |            |           |              |  |   |           |        
|                          | Revolving credit facility                                                                             |            |           | 20,000       |  |   |           |        | 
|                          | Term loan facility                                                                                    |            |           | 305,000      |  |   |           |        | 
|                          | Contracts and notes due 2004  2008, at
    a weighted-average interest rate of 5.64% (6.06% in 2002) |            |           | 2,598        |  |   |           | 6,322   | 
|Capital lease obligations |                                                                                                       |            | 93,550    |              |  |   | 40,546    |        
|Unamortized debt discount |                                                                                                       |            | (1,996    | )            |  |   | (2,713    | )      
|                          |                                                                                                       |            |           |              |  |   |           |        
|                          |                                                                                                       |            | 1,849,152 |              |  |   | 1,113,293 |        
|Current maturities        |                                                                                                       |            | (45,627   | )            |  |   | (230,813  | )      
|                          |                                                                                                       |            |           |              |  |   |           |        
|                          |                                                                                                       | $          | 1,803,525 |              |  | $ | 882,480   |        
|                          |                                                                                                       |            |           |              |  |   |           |        

In connection with the going-private merger and
refinancing transactions described in Note 3, the Company
obtained $1.125 billion in senior secured credit facilities
(consisting of $825 million of Term Loan A and Term
Loan B facilities, and $300 million of revolving
credit facilities), issued $475 million principal amount of
Senior Notes due 2011, repaid approximately $509.8 million
of existing Senior Notes due 2003 and 2005 and repaid
approximately $37.3 million of a capital lease obligation
related to refrigerated shipping containers. In addition, the
Company recorded long-term debt of $139.8 million related
to lease obligations for two vessels and debt related to the
Companys corporate headquarters lease (corporate
headquarters financing facility) upon the Companys
adoption of FIN 46.

On May 29, 2003, the Company issued and sold
$400 million aggregate principal amount of
7.25% Senior Notes due 2010 (the 2010 Notes) in
an offering exempt from the registration requirements of the
Securities

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Act of 1933. The Company used the net proceeds
from this offering of approximately $396 million, together
with other available cash of $4 million, to prepay
$400 million of the term loans under the senior secured
credit facility.

The 2009 notes are redeemable, at the discretion
of the Company, at par plus a make-whole amount, if any, and
accrued and unpaid interest, any time prior to maturity. The
Company may also, at its option, use the cash proceeds from an
equity offering to redeem up to 35% of the aggregate principal
amount of the 2010 and 2011 notes, at a redemption price of
107.25% and 108.875%, respectively, plus accrued and unpaid
interest; or at specified premiums after June 15, 2007 and
March 15, 2007, respectively. The 2013 debentures are not
redeemable prior to maturity. The notes due 2009 and 2013 were
issued at 99.50% and 99.37% of par, respectively. The notes due
2010 and 2011 were issued at par.

None of the Companys notes or debentures
are subject to any sinking fund requirements. The bonds and
debenture are guaranteed by the Companys domestic
subsidiaries (Note 20).

In November 2003, the Company renegotiated its
senior secured credit facilities. The renegotiation resulted in
modifications to certain covenants, which increased the maximum
limits on certain investing activities and increased the maximum
additional indebtedness that the Company can incur. As a result
of the renegotiation, the Company received proceeds from a new
term loan (Term Loan C) of $315 million.
These proceeds, together with available cash of
$14.5 million, were used to repay the amounts outstanding
under the existing term loan facilities (Term Loans A and
B) and corporate headquarters financing facility of
$272.6 million and $54.9 million, respectively. As of
January 3, 2004, $305 million was outstanding under
Term Loan C. The facility expires in September 2008.
Borrowings under this facility bear interest at certain
percentages over the banks prime rate or the London
Interbank Offered Rate (LIBOR) plus a predetermined
spread. As of January 3, 2004, the interest rate on Term
Loan C was approximately 4.07%. The Company may accelerate
repayments under this facility at its option without penalty.

The Company wrote off $12.6 million of
deferred debt issuance costs during the three quarters ended
January 3, 2004, as a result of the prepayment of the term
loan facilities of $400 million in connection with the
refinancing transaction and additional term loan prepayments of
$140 million during the three quarters then ended.

As of January 3, 2004, the outstanding
borrowings under the Companys $300 million revolving
credit facilities totaled $20.0 million. The revolvers
expire on March 28, 2008. The balance of funds available
under the revolving credit facilities may be utilized for
borrowings to finance short-term working capital needs of the
Company or the issuance of letters of credit and bank guaranties
up to $225 million. At January 3, 2004, after taking
into account approximately $73 million of outstanding
letters of credit and bank guaranties drawn against these
facilities, the Company had approximately $207 million
available under these revolvers. Borrowings under these
facilities bear interest at certain percentages over the
banks prime rate or LIBOR plus a predetermined spread. The
weighted-average interest rate on the revolving credit
facilities was approximately 5.25% at January 3, 2004.

A commitment fee, which fluctuates between 0.5%
and 1.0%, is required based on the total unused portion of the
revolver. The Company paid a total of $1.6 million in
commitment fees for the three quarters ended January 3,
2004. No commitment fees were paid during the quarter ended
March 22, 2003 or years ended December 28, 2002 and
December 29, 2001.

Provisions under the senior secured credit
facilities and the indentures to the Companys senior notes
and debentures require the Company to comply with certain
covenants. These covenants include financial performance
measures, such as a minimum required interest coverage ratio, a
minimum fixed charge coverage ratio, minimum quarterly earnings
and maximum permitted leverage ratios, as well as limitations
on, among other things, indebtedness, capital expenditures,
investments, loans to subsidiaries, employees and third

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

parties, the issuance of guaranties and the
payment of dividends. At January 3, 2004, the Company was
in compliance with all applicable covenants.

The revolving credit facility and term loan
facility are collateralized by substantially all of the
Companys tangible and intangible assets, other than
certain intercompany debt, certain equity interests and each of
the Companys US manufacturing plants and processing
facilities that has a net book value exceeding 1% of the
Companys net tangible assets.

Expenses related to the issuance of long-term
debt are capitalized and amortized to interest expense over the
term of the underlying debt. During the three quarters ended
January 3, 2004, quarter ended March 22, 2003, and
years ended December 28, 2002 and December 29, 2001,
the Company amortized deferred debt costs of $7.0 million,
$0.2 million, $0.9 million and $0.7 million,
respectively.

The Company estimates the fair value of its
fixed-interest-rate unsecured debt based on current quoted
market prices. The estimated fair value of unsecured notes (face
value of $1,430 million in 2003 and $1,065 million in
2002) was approximately $1,528 million and
$1,063 million as of January 3, 2004 and
December 28, 2002, respectively. Based upon borrowing rates
currently available to the Company and market quotes, the fair
value of the Companys secured debt approximates the
carrying value.

At January 3, 2004, included in capital
lease obligations is $89.6 million of vessel financings
related to two vessel leases denominated in British pounds. The
interest rates on these leases are based on LIBOR plus a spread.
The Company has a walk-away option on each of these leases,
exercisable in November 2004. If the Company elects not to
exercise these options, the lease term continues for an
additional 20 years. The timing of payments under these
capital lease obligations assumes the Company will not exercise
this walk-away option. The remaining $4 million of capital
lease obligations relate primarily to machinery and equipment.
The capital lease obligations are collateralized by the
underlying leased assets. Interest rates under these leases are
fixed.

Maturities with respect to long-term debt as of
January 3, 2004 were as follows (in thousands):

|            |  |        |           | 
|----------- |  | ------ | --------- | 
|Fiscal Year |  | Amount
|            |  |       
|2004        |  | $      | 45,627    | 
|2005        |  |        | 45,022    | 
|2006        |  |        | 44,011    | 
|2007        |  |        | 43,610    | 
|2008        |  |        | 168,330   | 
|Thereafter  |  |        | 1,502,552 | 
|            |  |        |           | 
|Total       |  | $      | 1,849,152 | 
|            |  |        |           | 

The Companys subsidiaries have uncommitted
lines of credit of approximately $127.1 million at various
local banks, of which $119.7 million was available at
January 3, 2004. These lines of credit lines are used
primarily for overdrafts, foreign exchange settlement and the
issuance of letters of credit or bank guarantees. The
Companys uncommitted lines of credit do not have a
commitment expiration date, and may be cancelled at any time by
the Company or the banks.

Interest payments on borrowings, excluding
amounts related to discontinued operations, totaled
$117.7 million, $8.2 million, $75.6 million and
$72.0 million during the three quarters ended
January 3, 2004, quarter ended March 22, 2003, and
years ended December 28, 2002 and December 29, 2001,
respectively.

Notes payable consist of short-term amounts due
to various suppliers by the Company in the normal course of
business.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Note 13  Employee Benefit
Plans

The Company has qualified and non-qualified
defined benefit pension plans covering certain full-time
employees. Benefits under these plans are generally based on
each employees eligible compensation and years of service,
except for certain hourly plans, which are based on negotiated
benefits. In addition to pension plans, the Company has other
postretirement benefit (OPRB) plans that provide
certain health care and life insurance benefits for eligible
retired employees. Covered employees may become eligible for
such benefits if they fulfill established requirements upon
reaching retirement age.

For U.S. plans, the Companys general
policy is to fund the normal cost plus a 15-year amortization of
the unfunded liability. Most of the Companys international
pension plans and all of its OPRB plans are unfunded.

The Company uses a December 31 measurement
date for the majority of its plans.

The status of the Companys defined benefit
pension plans was as follows (in thousands):

|                                       |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |        |   |  |   |        |   |  |   |        |   |  |   |        |   |  |   |        |  
|-------------------------------------- | ------------------------------------------------ | ------------------ | - | --------------------------- | - | ------------ | - | ---------- | - | ----------- | - | ------------ | - | ---------- | - | ----------- | - | ------------ | - | ------ | - |  | - | ------ | - |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                       |                                                  |                    |   |                             |   |             
|                                       |                                                  | U.S. Pension Plans |   | International Pension Plans |   | OPRB Plans  
|                                       |                                                  |                    |   |                             |   |             
|                                       |                                                  | Three              |   |                             |   | Three        |   |            |   | Three       |   |             
|                                       |                                                  | Quarters           |   | Quarter                     |   |              |   | Quarters   |   | Quarter     |   |              |   | Quarters   |   | Quarter     |   |             
|                                       |                                                  | Ended              |   | Ended                       |   | Year Ended   |   | Ended      |   | Ended       |   | Year Ended   |   | Ended      |   | Ended       |   | Year Ended  
|                                       |                                                  | January 3,         |   | March 22,                   |   | December 28, |   | January 3, |   | March 22,   |   | December 28, |   | January 3, |   | March 22,   |   | December 28,
|                                       |                                                  | 2004               |   | 2003                        |   | 2002         |   | 2004       |   | 2003        |   | 2002         |   | 2004       |   | 2003        |   | 2002        
|                                       |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |             
|                                       |                                                  | Successor          |   | Predecessor                 |   | Predecessor  |   | Successor  |   | Predecessor |   | Predecessor  |   | Successor  |   | Predecessor |   | Predecessor 
|                                       |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |             
|                                       |                                                  |                   
|                                       |                                                  | (In thousands)    
|Change in projected benefit obligation |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |        |   |  |   |        |   |  |   |        |   |  |   |        |   |  |   |       
|                                       | Benefit obligation at beginning of period        |                    | $ | 283,009                     |   |              | $ | 273,438    |   |             | $ | 279,680      |   |            | $ | 52,697      |   |              | $ | 29,113 |   |  | $ | 32,663 |   |  | $ | 79,526 |   |  | $ | 72,016 |   |  | $ | 70,864 |  
|                                       | Service cost                                     |                    |   | 2,084                       |   |              |   | 649        |   |             |   | 2,281        |   |            |   | 2,469       |   |              |   | 813    |   |  |   | 2,003  |   |  |   | 65     |   |  |   | 21     |   |  |   | 113    |  
|                                       | Interest cost                                    |                    |   | 12,820                      |   |              |   | 4,400      |   |             |   | 19,311       |   |            |   | 3,504       |   |              |   | 1,152  |   |  |   | 3,664  |   |  |   | 3,624  |   |  |   | 1,238  |   |  |   | 4,802  |  
|                                       | Participant contributions                        |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   | 22          |   |              |   | 6      |   |  |   | 22     |   |  |   |       |   |  |   |       |   |  |   |       |  
|                                       | Foreign exchange rate changes                    |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   | 3,170       |   |              |   | (580   | ) |  |   | (1,762 | ) |  |   |       |   |  |   |       |   |  |   |       |  
|                                       | Actuarial (gain) loss                            |                    |   | 449                         |   |              |   | 10,872     |   |             |   | (1,240       | ) |            |   | 4,728       |   |              |   | 83     |   |  |   | (3,308 | ) |  |   | (580   | ) |  |   | 7,715  |   |  |   | 2,450  |  
|                                       | Curtailments, settlements and terminations, net  |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   | 78          |   |              |   |       |   |  |   | (1,014 | ) |  |   |       |   |  |   |       |   |  |   |       |  
|                                       | Benefits paid                                    |                    |   | (19,499                     | ) |              |   | (6,350     | ) |             |   | (26,594      | ) |            |   | (4,470      | ) |              |   | (1,516 | ) |  |   | (3,155 | ) |  |   | (4,423 | ) |  |   | (1,464 | ) |  |   | (6,213 | )
|                                       | Additional plans                                 |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   |            |   |              |   | 23,626 |   |  |   |       |   |  |   |       |   |  |   |       |   |  |   |       |  
|                                       |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |        |   |  |   |        |   |  |   |        |   |  |   |        |   |  |   |       
|                                       | Benefit obligation at end of period              |                    | $ | 278,863                     |   |              | $ | 283,009    |   |             | $ | 273,438      |   |            | $ | 62,198      |   |              | $ | 52,697 |   |  | $ | 29,113 |   |  | $ | 78,212 |   |  | $ | 79,526 |   |  | $ | 72,016 |  
|                                       |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |        |   |  |   |        |   |  |   |        |   |  |   |        |   |  |   |       
|Change in plan assets                  |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |        |   |  |   |        |   |  |   |        |   |  |   |        |   |  |   |       
|                                       | Fair value of plan assets at beginning of period |                    | $ | 200,041                     |   |              | $ | 212,559    |   |             | $ | 263,118      |   |            | $ | 2,345       |   |              | $ | 2,316  |   |  | $ | 2,232  |   |  | $ |       |   |  | $ |       |   |  | $ |       |  
|                                       | Actual return on plan assets                     |                    |   | 41,505                      |   |              |   | (6,543     | ) |             |   | (25,409      | ) |            |   | 141         |   |              |   | 61     |   |  |   | 206    |   |  |   |       |   |  |   |       |   |  |   |       |  
|                                       | Company contributions                            |                    |   | 1,574                       |   |              |   | 375        |   |             |   | 1,444        |   |            |   | 4,467       |   |              |   | 1,516  |   |  |   | 8,405  |   |  |   | 4,423  |   |  |   | 1,464  |   |  |   | 6,213  |  
|                                       | Participant contributions                        |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   | 22          |   |              |   | 6      |   |  |   | 22     |   |  |   |       |   |  |   |       |   |  |   |       |  
|                                       | Foreign exchange rate changes                    |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   | (49         | ) |              |   | (38    | ) |  |   | (211   | ) |  |   |       |   |  |   |       |   |  |   |       |  
|                                       | Settlements                                      |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   |            |   |              |   |       |   |  |   | (5,183 | ) |  |   |       |   |  |   |       |   |  |   |       |  
|                                       | Benefits paid                                    |                    |   | (19,499                     | ) |              |   | (6,350     | ) |             |   | (26,594      | ) |            |   | (4,470      | ) |              |   | (1,516 | ) |  |   | (3,155 | ) |  |   | (4,423 | ) |  |   | (1,464 | ) |  |   | (6,213 | )
|                                       | Other                                            |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   | (17         | ) |              |   |       |   |  |   |       |   |  |   |       |   |  |   |       |   |  |   |       |  
|                                       |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |        |   |  |   |        |   |  |   |        |   |  |   |        |   |  |   |       
|                                       | Fair value of plan assets at end of period       |                    | $ | 223,621                     |   |              | $ | 200,041    |   |             | $ | 212,559      |   |            | $ | 2,439       |   |              | $ | 2,345  |   |  | $ | 2,316  |   |  | $ |       |   |  | $ |       |   |  | $ |       |  
|                                       |                                                  |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |        |   |  |   |        |   |  |   |        |   |  |   |        |   |  |   |       

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

|                                                          |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |         |   |  |   |         |   |  |   |         |   |  |   |         |   |  |   |         |  
|--------------------------------------------------------- | -------------------------------------------------- | ------------------ | - | --------------------------- | - | ------------ | - | ---------- | - | ----------- | - | ------------ | - | ---------- | - | ----------- | - | ------------ | - | ------- | - |  | - | ------- | - |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                          |                                                    |                    |   |                             |   |             
|                                                          |                                                    | U.S. Pension Plans |   | International Pension Plans |   | OPRB Plans  
|                                                          |                                                    |                    |   |                             |   |             
|                                                          |                                                    | Three              |   |                             |   | Three        |   |            |   | Three       |   |             
|                                                          |                                                    | Quarters           |   | Quarter                     |   |              |   | Quarters   |   | Quarter     |   |              |   | Quarters   |   | Quarter     |   |             
|                                                          |                                                    | Ended              |   | Ended                       |   | Year Ended   |   | Ended      |   | Ended       |   | Year Ended   |   | Ended      |   | Ended       |   | Year Ended  
|                                                          |                                                    | January 3,         |   | March 22,                   |   | December 28, |   | January 3, |   | March 22,   |   | December 28, |   | January 3, |   | March 22,   |   | December 28,
|                                                          |                                                    | 2004               |   | 2003                        |   | 2002         |   | 2004       |   | 2003        |   | 2002         |   | 2004       |   | 2003        |   | 2002        
|                                                          |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |             
|                                                          |                                                    | Successor          |   | Predecessor                 |   | Predecessor  |   | Successor  |   | Predecessor |   | Predecessor  |   | Successor  |   | Predecessor |   | Predecessor 
|                                                          |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |             
|                                                          |                                                    |                   
|                                                          |                                                    | (In thousands)    
|                                                          | Funded status                                      |                    | $ | (55,242                     | ) |              | $ | (82,968    | ) |             | $ | (60,879      | ) |            | $ | (59,759     | ) |              | $ | (50,352 | ) |  | $ | (26,797 | ) |  | $ | (78,212 | ) |  | $ | (79,526 | ) |  | $ | (72,016 | )
|                                                          | Unrecognized net loss (gain)                       |                    |   | 518                         |   |              |   | 98,750     |   |             |   | 75,315       |   |            |   | 5,590       |   |              |   | 1,023   |   |  |   | 486     |   |  |   | (268    | ) |  |   | 1,410   |   |  |   | (6,250  | )
|                                                          | Unrecognized prior service cost (benefit)          |                    |   | 8                           |   |              |   | 43         |   |             |   | 47           |   |            |   | 557         |   |              |   | 2,651   |   |  |   | 2,769   |   |  |   | (855    | ) |  |   | (4,100  | ) |  |   | (4,247  | )
|                                                          | Unrecognized net transition
    (asset) obligation |                    |   | (1                          | ) |              |   | (39        | ) |             |   | (51          | ) |            |   | 315         |   |              |   | 922     |   |  |   | 817     |   |  |   |        |   |  |   |        |   |  |   |        |  
|                                                          |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |         |   |  |   |         |   |  |   |         |   |  |   |         |   |  |   |        
|                                                          | Net balance sheet asset (liability)                |                    | $ | (54,717                     | ) |              | $ | 15,786     |   |             | $ | 14,432       |   |            | $ | (53,297     | ) |              | $ | (45,756 | ) |  | $ | (22,725 | ) |  | $ | (79,335 | ) |  | $ | (82,216 | ) |  | $ | (82,513 | )
|                                                          |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |         |   |  |   |         |   |  |   |         |   |  |   |         |   |  |   |        
|Amounts recognized in the Consolidated Balance
    Sheets |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |         |   |  |   |         |   |  |   |         |   |  |   |         |   |  |   |        
|                                                          | Prepaid benefit cost                               |                    | $ | 10,971                      |   |              | $ | 21,566     |   |             | $ | 20,883       |   |            | $ | 11          |   |              | $ |        |   |  | $ |        |   |  | $ |        |   |  | $ |        |   |  | $ |        |  
|                                                          | Accrued benefit liability                          |                    |   | (68,606                     | ) |              |   | (87,998    | ) |             |   | (69,349      | ) |            |   | (56,408     | ) |              |   | (50,650 | ) |  |   | (27,486 | ) |  |   | (79,335 | ) |  |   | (82,216 | ) |  |   | (82,513 | )
|                                                          | Intangible assets                                  |                    |   |                            |   |              |   |           |   |             |   |             |   |            |   | 685         |   |              |   | 3,193   |   |  |   | 3,343   |   |  |   |        |   |  |   |        |   |  |   |        |  
|                                                          | Accumulated other comprehensive loss               |                    |   | 2,918                       |   |              |   | 82,218     |   |             |   | 62,898       |   |            |   | 2,415       |   |              |   | 1,701   |   |  |   | 1,418   |   |  |   |        |   |  |   |        |   |  |   |        |  
|                                                          |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |         |   |  |   |         |   |  |   |         |   |  |   |         |   |  |   |        
|                                                          | Net amount recognized                              |                    | $ | (54,717                     | ) |              | $ | 15,786     |   |             | $ | 14,432       |   |            | $ | (53,297     | ) |              | $ | (45,756 | ) |  | $ | (22,725 | ) |  | $ | (79,335 | ) |  | $ | (82,216 | ) |  | $ | (82,513 | )
|                                                          |                                                    |                    |   |                             |   |              |   |            |   |             |   |              |   |            |   |             |   |              |   |         |   |  |   |         |   |  |   |         |   |  |   |         |   |  |   |        

The accumulated benefit obligation for all
defined benefit pension plans was $330.1 million and
$298.1 million at January 3, 2004 and
December 28, 2002, respectively.

The aggregate projected benefit obligation,
accumulated benefit obligation and fair value of plan assets for
pension plans with accumulated benefit obligations in excess of
plan assets were as follows (in thousands):

|                               |  |            |         |              |  |   |         | 
|------------------------------ |  | ---------- | ------- | ------------ |  | - | ------- | 
|                               |  | January 3, |         | December 28,
|                               |  | 2004       |         | 2002        
|                               |  |            |         |             
|                               |  | Successor  |         | Predecessor 
|                               |  |            |         |             
|Projected benefit obligation   |  | $          | 305,168 |              |  | $ | 266,717 | 
|Accumulated benefit obligation |  |            | 294,985 |              |  |   | 263,057 | 
|Fair value of plan assets      |  |            | 178,572 |              |  |   | 170,665 | 

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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

|                                        |                                |                                                |       |             |     |              |       |              |       |            |       |             |       |              |       |              |       |   |       |       |      |   |       |       |      |   |       |       |      |   |       |       |        |  
|--------------------------------------- | ------------------------------ | ---------------------------------------------- | ----- | ----------- | --- | ------------ | ----- | ------------ | ----- | ---------- | ----- | ----------- | ----- | ------------ | ----- | ------------ | ----- | - | ----- | ----- | ---- | - | ----- | ----- | ---- | - | ----- | ----- | ---- | - | ----- | ----- | ------ | -
|                                        |                                |                                                |       |            
|                                        |                                | Pension Plans                                  |       | OPRB Plans 
|                                        |                                |                                                |       |            
|                                        |                                | Three                                          |       |             |     |              |       | Three        |       |            |       |            
|                                        |                                | Quarters                                       |       | Quarter     |     | Year Ended   |       | Quarters     |       | Quarter    |       | Year Ended 
|                                        |                                | Ended                                          |       | Ended       |     |              |       | Ended        |       | Ended      |       |            
|                                        |                                | January 3,                                     |       | March 22,   |     | December 28, |       | December 29, |       | January 3, |       | March 22,   |       | December 28, |       | December 29,
|                                        |                                | 2004                                           |       | 2003        |     | 2002         |       | 2001         |       | 2004       |       | 2003        |       | 2002         |       | 2001        
|                                        |                                |                                                |       |             |     |              |       |              |       |            |       |             |       |              |       |             
|                                        |                                | Successor                                      |       | Predecessor |     | Predecessor  |       | Predecessor  |       | Successor  |       | Predecessor |       | Predecessor  |       | Predecessor 
|                                        |                                |                                                |       |             |     |              |       |              |       |            |       |             |       |              |       |             
|Components of net periodic benefit cost |                                |                                                |       |             |     |              |       |              |       |            |       |             |       |              |       |              |       |   |       |       |      |   |       |       |      |   |       |       |      |   |       |      
|                                        | Service cost                   |                                                | $     | 4,553       |     |              | $     | 1,462        |       |            | $     | 4,284       |       |              | $     | 5,680        |       |   | $     | 65    |      |   | $     | 21    |      |   | $     | 113   |      |   | $     | 110   |       
|                                        | Interest cost                  |                                                |       | 16,323      |     |              |       | 5,552        |       |            |       | 22,975      |       |              |       | 25,864       |       |   |       | 3,624 |      |   |       | 1,238 |      |   |       | 4,802 |      |   |       | 4,343 |       
|                                        | Expected return on plan assets |                                                |       | (18,811     | )   |              |       | (6,266       | )     |            |       | (27,826     | )     |              |       | (27,654      | )     |   |       |      |      |   |       |      |      |   |       |      |      |   |       |      |       
|                                        | Amortization of:               |                                                |       |             |     |              |       |              |       |            |       |             |       |              |       |              |       |   |       |       |      |   |       |       |      |   |       |       |      |   |       |       |       
|                                        |                                | Unrecognized net loss (gain)                   |       |             | 115 |              |       |              | 160   |            |       |             | 351   |              |       |              | 112   |   |       |       | 17   |   |       |       | 56   |   |       |       | (127 | ) |       |       | (1,476 | )
|                                        |                                | Unrecognized prior service cost (benefit)      |       |             | 53  |              |       |              | 76    |            |       |             | 476   |              |       |              | 572   |   |       |       | (103 | ) |       |       | (147 | ) |       |       | (590 | ) |       |       | (590   | )
|                                        |                                | Unrecognized net transition obligation (asset) |       |             | 28  |              |       |              | 22    |            |       |             | 64    |              |       |              | 76    |   |       |       |     |   |       |       |     |   |       |       |     |   |       |       |       |  
|                                        |                                | Curtailment, settlements and terminations, net |       |             | 79  |              |       |              |      |            |       |             | 2,400 |              |       |              | 1,464 |   |       |       |     |   |       |       |     |   |       |       |     |   |       |       |       |  
|                                        |                                | Other                                          |       |             |    |              |       |              | 1,017 |            |       |             |      |              |       |              |      |   |       |       |     |   |       |       |     |   |       |       |     |   |       |       |       |  
|                                        |                                |                                                |       |             |     |              |       |              |       |            |       |             |       |              |       |              |       |   |       |       |      |   |       |       |      |   |       |       |      |   |       |      
|                                        |                                | $                                              | 2,340 |             |     | $            | 2,023 |              |       | $          | 2,724 |             |       | $            | 6,114 |              |       | $ | 3,603 |       |      | $ | 1,168 |       |      | $ | 4,198 |       |      | $ | 2,387 |      
|                                        |                                |                                                |       |             |     |              |       |              |       |            |       |             |       |              |       |              |       |   |       |       |      |   |       |       |      |   |       |       |      |   |       |      

Additional employee benefit plan information:

Weighted-average assumptions used to determine
benefit obligations at January 3, 2004 and
December 28, 2002 are as follows:

|                  |                               |              |  |               |   |            |  |      |   |      |  |      |   |  |  |       |   |  |  |      |   |  |  |      |  
|----------------- | ----------------------------- | ------------ |  | ------------- | - | ---------- |  | ---- | - | ---- |  | ---- | - |  |  | ----- | - |  |  | ---- | - |  |  | ---- | -
|                  |                               |              |  |               |   |            |  |     
|                  |                               | U.S. Pension |  | International |   |           
|                  |                               | Plans        |  | Pension Plans |   | OPRB Plans
|                  |                               |              |  |               |   |           
|                  |                               | 2003         |  | 2002          |   | 2003       |  | 2002 |   | 2003 |  | 2002
|                  |                               |              |  |               |   |            |  |      |   |      |  |     
|Rate assumptions: |                               |              |  |               |   |            |  |      |   |      |  |      |   |  |  |       |   |  |  |      |   |  |  |     
|                  | Discount rate                 |              |  | 6.25          | % |            |  | 6.75 | % |      |  | 8.93 | % |  |  | 11.34 | % |  |  | 6.25 | % |  |  | 6.75 | %
|                  | Rate of compensation increase |              |  | 4.50          | % |            |  | 4.50 | % |      |  | 8.27 | % |  |  | 10.05 | % |  |  | 4.50 | % |  |  | 4.50 | %

Weighted-average assumptions used to determine
net periodic benefit cost for the 2003 and 2002 years are
as follows:

|                  |                               |              |  |               |   |            |  |      |   |      |  |       |   |  |  |       |   |  |  |      |   |  |  |      |  
|----------------- | ----------------------------- | ------------ |  | ------------- | - | ---------- |  | ---- | - | ---- |  | ----- | - |  |  | ----- | - |  |  | ---- | - |  |  | ---- | -
|                  |                               |              |  |               |   |            |  |     
|                  |                               | U.S. Pension |  | International |   |           
|                  |                               | Plans        |  | Pension Plans |   | OPRB Plans
|                  |                               |              |  |               |   |           
|                  |                               | 2003         |  | 2002          |   | 2003       |  | 2002 |   | 2003 |  | 2002 
|                  |                               |              |  |               |   |            |  |      |   |      |  |      
|Rate assumptions: |                               |              |  |               |   |            |  |      |   |      |  |       |   |  |  |       |   |  |  |      |   |  |  |     
|                  | Discount rate                 |              |  | 6.25          | % |            |  | 7.25 | % |      |  | 9.72  | % |  |  | 13.06 | % |  |  | 6.28 | % |  |  | 7.25 | %
|                  | Compensation increases        |              |  | 4.50          | % |            |  | 4.50 | % |      |  | 8.39  | % |  |  | 10.91 | % |  |  | 4.50 | % |  |  | 4.50 | %
|                  | Rate of return on plan assets |              |  | 8.75          | % |            |  | 9.25 | % |      |  | 11.12 | % |  |  | 12.08 | % |  |  |     |   |  |  |     |  

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

International plan discount rates, assumed rates
of increase in future compensation and expected long-term return
on assets differ from the assumptions used for U.S. plans
due to differences in the local economic conditions in which the
international plans are based.

The accumulated postretirement benefit obligation
(APBO) for the Companys OPRB plans in 2003 and
2002 was determined using the following assumed annual rate of
increase in the per capita cost of covered health care benefits:

|                    |  |            |     |              |  |  |     |  
|------------------- |  | ---------- | --- | ------------ |  |  | --- | -
|                    |  | Year Ended |     | Year Ended  
|                    |  | January 3, |     | December 28,
|Fiscal Year         |  | 2004       |     | 2002        
|                    |  |            |     |             
|2003                |  |            | 9   | %            |  |  | 9   | %
|2004                |  |            | 8   | %            |  |  | 8   | %
|2005                |  |            | 7   | %            |  |  | 7   | %
|2006                |  |            | 6   | %            |  |  | 6   | %
|2007 and thereafter |  |            | 5.5 | %            |  |  | 5.5 | %

Assumed health care cost trend rates have a
significant effect on the amounts reported for the
Companys OPRB plans. A one-percentage-point change in
assumed health care cost trend rates would have the following
impact on the Company (in thousands):

|                                                 |  |                      |       |                      |  |   |        |  
|------------------------------------------------ |  | -------------------- | ----- | -------------------- |  | - | ------ | -
|                                                 |  | One-Percentage-Point |       | One-Percentage-Point
|                                                 |  | Increase             |       | Decrease            
|                                                 |  |                      |       |                     
|Increase (decrease) in service and interest cost |  | $                    | 274   |                      |  | $ | (244   | )
|Increase (decrease) in APBO                      |  | $                    | 5,257 |                      |  | $ | (4,657 | )

The Companys U.S. pension plans
weighted-average asset allocations at January 3, 2004 and
December 28, 2002, by asset category, are as follows:

|                  |       |                |      |              |   |  |      |     |  
|----------------- | ----- | -------------- | ---- | ------------ | - |  | ---- | --- | -
|                  |       |               
|                  |       | Plan Assets at
|                  |       |               
|                  |       | January 3,     |      | December 28,
|Asset Category    |       | 2004           |      | 2002        
|                  |       |                |      |             
|Debt securities   |       |                | 37.7 | %            |   |  | 43.0 | %  
|Equity securities |       |                | 58.5 | %            |   |  | 51.4 | %  
|Other             |       |                | 3.8  | %            |   |  | 5.6  | %  
|                  |       |                |      |              |   |  |      |    
|                  | Total |                |      | 100          | % |  |      | 100 | %
|                  |       |                |      |              |   |  |      |    

The plans asset allocation includes a mix
of fixed income investments designed to reduce volatility and
equity investments designed to maintain funding ratios and
long-term financial health of the plan. The equity investments
are diversified across U.S. and international stocks as well as
growth, value, and small and large capitalizations. Alternative
investments such as private equity and distressed debt are used
to enhance long-term returns while improving portfolio
diversification.

The Company employs a total return investment
approach whereby a mix of fixed income and equity investments is
used to maximize the long-term return of plan assets for a
prudent level of risk. The objectives of this strategy are to
achieve full funding of the Accumulated Benefit Obligation, and
to achieve investment experience over time that will minimize
pension expense volatility and hold to a feasible minimum the
Companys contributions required to maintain full funding
status. Risk tolerance is established through careful
consideration of plan liabilities, plan funded status, and
corporate financial condition.

The FASB has issued FASB Staff Position 106-1,
Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (FSP 106-1) related to the
Medicare Prescription Drug, Improvement, and Modernization
Act of 2003 (the Act). The Act was signed

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

into law on December 8, 2003 and adds an
outpatient prescription drug benefit to Medicare (Medicare
Part D), as well as a federal subsidy to sponsors of
retiree health care benefit plans that provide a benefit that is
at least actuarially equivalent to Medicare Part D. Thus,
the costs of outpatient prescription drug benefits may be
affected for employers with OPRB plans that provide such
benefits to Medicare eligible employees and retirees. FSP 106-1
was issued in response to questions regarding whether, when, and
how a sponsor should account for the effects of the Act on its
accumulated postretirement benefit obligation and net periodic
postretirement benefit costs.

As allowed under FSP 106-1, the Company has
chosen to defer recognition of the impact of the Act.
Accordingly, any measures of the APBO or net periodic
postretirement benefit cost in the Companys consolidated
financial statements or accompanying notes do not reflect the
effects of the Act on the plan. Currently, specific
authoritative guidance on the accounting for the federal subsidy
is pending and that guidance, when issued, could require the
sponsor to change previously reported information. The Company
is currently in the process of evaluating the impact that this
legislation will have on its OPRB plans and has not yet
determined whether an amendment to the plan will occur in light
of this new legislation.

The following is the plans target asset
mix, which provides the optimal tradeoff of diversification and
long-term asset growth:

|                        |                         |                   |    |    |  
|----------------------- | ----------------------- | ----------------- | -- | -- | -
|Asset Class             |                         | Target Allocation
|                        |                         |                  
|Fixed income            |                         |                   | 40 | % 
|Equity securities:      |                         |                   |    |   
|                        | U.S. equity             |                   |    | 40 | %
|                        | International equity    |                   |    | 10 | %
|                        | Emerging markets equity |                   |    | 5  | %
|Alternative investments |                         |                   | 5  | % 

Investment risk is measured and monitored on an
ongoing basis through annual liability measurements, periodic
asset/liability studies, and quarterly investment portfolio
reviews.

The pension plans did not hold any of the
Companys own common stock at either January 3, 2004
or December 28, 2002. Assuming no change in the pension and
OPRB assumptions, the Company would expect to contribute
$3.3 million and $6.3 million to its U.S. pension
plans and OPRB plans, respectively, in 2004.

In 2001, the Company recognized $1 million
for special termination benefits associated with the downsizing
of banana operations in Asia. During 2001, two of the
Companys U.S. pension plans and a portion of its
international pension plans were frozen. Effective
January 1, 2002, no new salaried pension benefit will
accrue, with the exception of a transition benefit for long-term
employees. The rate of compensation increase of 4.5% on the
U.S. plans represents the rate associated with the
remaining active U.S. plans. The Company recognized
curtailment losses of less than $1 million for the pension
plan freeze. The $13 million associated with the reduction
of the projected benefit obligation associated with the freezing
of such plans was offset against unrecognized net loss.

The Company offers defined contribution plans to
eligible employees. Such employees may defer a percentage of
their annual compensation primarily to supplement their
retirement income. Some of these plans provide for Company
contributions based on a percentage of each participants
contribution, subject to a maximum contribution by the Company.
Company contributions to its defined contribution plans totaled
$5.6 million, $5.3 million, $5.5 million, and
$3.0 million in the three quarters ended January 3,
2004, quarter ended March 22, 2003 and years ended
December 28, 2002 and December 29, 2001, respectively.
The Company doubled its match of salaried participants
contributions to its U.S. defined contribution plan,
effective January 1, 2002.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

The Company is also party to various
industry-wide collective bargaining agreements that provide
pension benefits. Total contributions to these plans for
eligible participants were approximately $3.0 million,
$0.9 million, $3.1 million and $2.9 million in
the three quarters ended January 3, 2004, quarter ended
March 22, 2003 and years ended December 28, 2002 and
December 29, 2001, respectively.

Note 14  Stock-Based
Compensation

Effective as of the beginning of the 2003 fiscal
year, the Company adopted the fair value recognition provisions
of FAS 123, as amended by FAS 148, for stock-based
employee compensation. Under the prospective method of adoption
selected by the Company, the recognition provisions of
FAS 123 apply to all new employee awards granted after
December 28, 2002. In connection with the going-private
merger transaction, all outstanding stock options were settled
or cancelled. No new stock options have been issued subsequent
to the going-private merger transaction.

The Company accounted for employee stock-based
compensation related to the 1991 and 2001 Stock Option and Award
Plans under Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, prior to
the 2003 fiscal year.

Changes in outstanding stock options were as
follows (shares in thousands):

|                                |                         |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       |  | 
|------------------------------- | ----------------------- | ------------------- | ----- | ------------------- | - | ------ | ----- | ------------- |  |  | ----- |  |  | - | ----- |  | 
|                                |                         |                     |       |                    
|                                |                         | Options Outstanding |       | Options Exercisable
|                                |                         |                     |       |                    
|                                |                         |                     |       | Weighted-           |   |        |       | Weighted-    
|                                |                         | Shares              |       | Average Price       |   | Shares |       | Average Price
|                                |                         |                     |       |                     |   |        |       |              
|December 30, 2000 (Predecessor) |                         |                     | 3,695 |                     |   | $      | 28.60 |               |  |  | 1,410 |  |  | $ | 33.71 | 
|                                | Granted at market price |                     |       | 670                 |   |        |       | 16.17         |  |  |       |  |  |   |       |  | 
|                                | Exercised               |                     |       | (18                 | ) |        |       | 13.63         |  |  |       |  |  |   |       |  | 
|                                | Canceled                |                     |       | (767                | ) |        |       | 31.19         |  |  |       |  |  |   |       |  | 
|                                |                         |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 
|December 29, 2001 (Predecessor) |                         |                     | 3,580 |                     |   |        | 25.79 |               |  |  | 2,059 |  |  | $ | 24.18 | 
|                                | Granted at market price |                     |       | 986                 |   |        |       | 26.59         |  |  |       |  |  |   |       |  | 
|                                | Exercised               |                     |       | (320                | ) |        |       | 16.22         |  |  |       |  |  |   |       |  | 
|                                | Canceled                |                     |       | (238                | ) |        |       | 28.50         |  |  |       |  |  |   |       |  | 
|                                |                         |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 
|December 28, 2002 (Predecessor) |                         |                     | 4,008 |                     |   |        | 26.59 |               |  |  | 2,275 |  |  | $ | 23.02 | 
|                                | Granted at market price |                     |       | 9                   |   |        |       | 32.71         |  |  |       |  |  |   |       |  | 
|                                | Exercised               |                     |       | (119                | ) |        |       | 23.27         |  |  |       |  |  |   |       |  | 
|                                | Canceled                |                     |       | (3,898              | ) |        |       | 26.73         |  |  |       |  |  |   |       |  | 
|                                |                         |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 
|March 22, 2003 (Successor)      |                         |                     |      |                     |   |        |      |               |  |  |      |  |  |   |      | 
|                                |                         |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

The following table illustrates the pro forma
effect on net income as if the fair value method had been
applied to all outstanding and unvested stock option awards in
each of the predecessors fiscal periods (in thousands):

|                                                                                                                                                    |                      |               |        |              |  |              |        |        |  |   |         |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------------- | ------ | ------------ |  | ------------ | ------ | ------ |  | - | ------- | ------- | 
|                                                                                                                                                    |                      | Quarter Ended |        | Year Ended   |  | Year Ended  
|                                                                                                                                                    |                      | March 22,     |        | December 28, |  | December 29,
|                                                                                                                                                    |                      | 2003          |        | 2002         |  | 2001        
|                                                                                                                                                    |                      |               |        |              |  |             
|                                                                                                                                                    |                      | Predecessor   |        | Predecessor  |  | Predecessor 
|                                                                                                                                                    |                      |               |        |              |  |             
|Net income, as reported                                                                                                                             |                      | $             | 60,788 |              |  | $            | 36,281 |        |  | $ | 150,404 |        
|Add: Stock-based employee compensation expense
    included in reported net income, net of related tax effects                                      |                      |               |       |              |  |              | 1,266  |        |  |   |        |        
|Deduct: Total stock-based employee compensation
    expense determined under fair value based method for all awards,
    net of related tax effects |                      |               | (224   | )            |  |              | (1,486 | )      |  |   | (1,387  | )      
|                                                                                                                                                    |                      |               |        |              |  |              |        |        |  |   |         |        
|                                                                                                                                                    | Pro forma net income |               | $      | 60,564       |  |              | $      | 36,061 |  |   | $       | 149,017 | 
|                                                                                                                                                    |                      |               |        |              |  |              |        |        |  |   |         |        

The weighted-average fair value of each stock
option granted during the quarter ended March 22, 2003 and
years ended December 28, 2002 and December 29, 2001 of
$12.11, $9.29, and $5.34, was estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions:

|                         |  |               |         |              |  |              |         |   |  |  |         |  
|------------------------ |  | ------------- | ------- | ------------ |  | ------------ | ------- | - |  |  | ------- | -
|                         |  | Quarter Ended |         | Year Ended   |  | Year Ended  
|                         |  | March 22,     |         | December 28, |  | December 29,
|                         |  | 2003          |         | 2002         |  | 2001        
|                         |  |               |         |              |  |             
|                         |  | Predecessor   |         | Predecessor  |  | Predecessor 
|                         |  |               |         |              |  |             
|Dividend yields          |  |               | 2.3     | %            |  |              | 2.3     | % |  |  | 2.5     | %
|Expected volatility      |  |               | 34.3    | %            |  |              | 34.3    | % |  |  | 33.7    | %
|Risk free interest rates |  |               | 4.8     | %            |  |              | 4.8     | % |  |  | 5.0     | %
|Expected lives           |  |               | 7 years |              |  |              | 7 years |   |  |  | 7 years |  

Note 15  Shareholders
Equity

In connection with the going-private merger
transaction described in Note 3, shareholders equity
was adjusted to reflect Mr. Murdocks continuing
residual interest in the Company at its original cost plus his
share of the Companys earnings, losses, dividends and
other equity adjustments since the date of his original
acquisition.

The Companys authorized share capital as of
January 3, 2004 consisted of 1,000 shares of
$0.001 par value common stock of which 1,000 shares
were issued and outstanding as of January 3, 2004.

No dividends were declared during the three
quarters ended January 3, 2004. During the quarter ended
March 22, 2003, the Company declared and paid dividends of
approximately $8.4 million on its common shares
representing a quarterly dividend of 15 cents per share. Total
dividends for the years ended December 28, 2002 and
December 29, 2001 amounted to $33.6 million and
$22.3 million, respectively. The Companys ability to
declare future dividends is restricted under the terms of its
new senior secured credit facilities.

Comprehensive income is comprised of changes to
shareholders equity, other than contributions from or
distributions to shareholders, and net income. The
Companys other comprehensive income is principally
comprised of unrealized foreign currency translation gains and
losses, unrealized gains and losses on cash flow hedging
instruments and additional minimum pension liability. The
components of, and changes in,

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

accumulated other comprehensive income are
presented in the Companys Consolidated Statements of
Shareholders Equity.

Note 16  Business
Segments

The Company has four primary reportable operating
segments: fresh fruit, fresh vegetables, packaged foods, and
fresh-cut flowers. The fresh fruit segment contains several
operating segments that produce and market fresh fruit to
wholesale, retail and institutional customers worldwide. The
fresh vegetables segment contains operating segments that
produce and market commodity vegetables and ready-to-eat
packaged vegetables to wholesale, retail and institutional
customers primarily in North America, Europe and Asia. Both the
fresh fruit and fresh vegetable segments sell produce grown by a
combination of Company-owned and independent farms. The packaged
foods segment contains several operating segments that produce
and market packaged foods, including fruit, juices and snack
foods. The Companys fresh-cut flowers segment sources,
imports and markets fresh-cut flowers, grown mainly in Colombia
and Ecuador, primarily to wholesale florists and supermarkets in
the United States. These reportable segments are managed
separately due to differences in their products, production
processes, distribution channels and customer bases.

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

Accounting policies of the four primary
reportable operating segments, other operating segments, and
Corporate and other are the same as those described in the
summary of significant accounting policies (Note 2). The
results of operations and financial position of the four primary
reportable operating segments and corporate and other were as
follows:

|                                 |                          |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |           | 
|-------------------------------- | ------------------------ | --------------- | --------- | -------------- |  | ----------- | --------- | ----------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|                                 |                          | Three Quarters  |           |                |  |             |           |            
|                                 |                          | Ended           |           | Quarter Ended  |  |             |           |            
|                                 |                          | January 3, 2004 |           | March 22, 2003 |  | 2002        |           | 2001       
|                                 |                          |                 |           |                |  |             |           |            
|                                 |                          | Successor       |           | Predecessor    |  | Predecessor |           | Predecessor
|                                 |                          |                 |           |                |  |             |           |            
|                                 |                          |                
|                                 |                          | (In thousands) 
|Revenues from external customers |                          |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |          
|                                 | Fresh fruit              |                 | $         | 2,409,029      |  |             | $         | 725,115     |  |   | $         | 2,772,758 |  |   | $         | 2,701,422 | 
|                                 | Fresh vegetables         |                 |           | 673,719        |  |             |           | 176,865     |  |   |           | 825,559   |  |   |           | 827,528   | 
|                                 | Packaged foods           |                 |           | 470,514        |  |             |           | 116,712     |  |   |           | 588,991   |  |   |           | 556,143   | 
|                                 | Fresh-cut flowers        |                 |           | 119,580        |  |             |           | 48,506      |  |   |           | 173,927   |  |   |           | 196,430   | 
|                                 | Other operating segments |                 |           | 27,129         |  |             |           | 5,972       |  |   |           | 30,838    |  |   |           | 33,298    | 
|                                 |                          |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |          
|                                 |                          | $               | 3,699,971 |                |  | $           | 1,073,170 |             |  | $ | 4,392,073 |           |  | $ | 4,314,821 |          
|                                 |                          |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |          

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

|                                                                                                                               |                          |                 |         |                |   |             |        |             |   |   |         |         |   |   |        |         |  
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------ | --------------- | ------- | -------------- | - | ----------- | ------ | ----------- | - | - | ------- | ------- | - | - | ------ | ------- | -
|                                                                                                                               |                          | Three Quarters  |         |                |   |             |        |            
|                                                                                                                               |                          | Ended           |         | Quarter Ended  |   |             |        |            
|                                                                                                                               |                          | January 3, 2004 |         | March 22, 2003 |   | 2002        |        | 2001       
|                                                                                                                               |                          |                 |         |                |   |             |        |            
|                                                                                                                               |                          | Successor       |         | Predecessor    |   | Predecessor |        | Predecessor
|                                                                                                                               |                          |                 |         |                |   |             |        |            
|                                                                                                                               |                          |                
|                                                                                                                               |                          | (In thousands) 
|EBIT                                                                                                                           |                          |                 |         |                |   |             |        |             |   |   |         |         |   |   |        |        
|                                                                                                                               | Fresh fruit              |                 | $       | 165,007        |   |             | $      | 70,174      |   |   | $       | 217,844 |   |   | $      | 48,478  |  
|                                                                                                                               | Fresh vegetables         |                 |         | 46,749         |   |             |        | 16,703      |   |   |         | 82,699  |   |   |        | 47,793  |  
|                                                                                                                               | Packaged foods           |                 |         | 23,419         |   |             |        | 11,693      |   |   |         | 64,905  |   |   |        | 43,684  |  
|                                                                                                                               | Fresh-cut flowers        |                 |         | (5,602         | ) |             |        | 6,394       |   |   |         | (5,925  | ) |   |        | (18,717 | )
|                                                                                                                               | Other operating segments |                 |         | 289            |   |             |        | 65          |   |   |         | 713     |   |   |        | (837    | )
|                                                                                                                               |                          |                 |         |                |   |             |        |             |   |   |         |         |   |   |        |        
|                                                                                                                               | Total operating segments |                 |         | 229,862        |   |             |        | 105,029     |   |   |         | 360,236 |   |   |        | 120,401 |  
|                                                                                                                               | Corporate and other      |                 |         | (75,742        | ) |             |        | (11,494     | ) |   |         | (69,359 | ) |   |        | (57,423 | )
|Interest expense                                                                                                               |                          |                 | 124,491 |                |   |             | 19,647 |             |   |   | 80,890  |         |   |   | 70,708 |        
|                                                                                                                               |                          |                 |         |                |   |             |        |             |   |   |         |         |   |   |        |        
|Income (loss) from continuing operations before
    income taxes and cumulative effect of a change in accounting
    principle |                          | $               | 29,629  |                |   | $           | 73,888 |             |   | $ | 209,987 |         |   | $ | (7,730 | )      
|                                                                                                                               |                          |                 |         |                |   |             |        |             |   |   |         |         |   |   |        |        

Corporate and other EBIT includes general and
administrative costs not allocated to operating segments.

|                              |                          |                 |         |                |  |             |        |             |  |   |         |         |  |   |         |        | 
|----------------------------- | ------------------------ | --------------- | ------- | -------------- |  | ----------- | ------ | ----------- |  | - | ------- | ------- |  | - | ------- | ------ | 
|                              |                          | Three Quarters  |         |                |  |             |        |            
|                              |                          | Ended           |         | Quarter Ended  |  |             |        |            
|                              |                          | January 3, 2004 |         | March 22, 2003 |  | 2002        |        | 2001       
|                              |                          |                 |         |                |  |             |        |            
|                              |                          | Successor       |         | Predecessor    |  | Predecessor |        | Predecessor
|                              |                          |                 |         |                |  |             |        |            
|                              |                          |                
|                              |                          | (In thousands) 
|Depreciation and amortization |                          |                 |         |                |  |             |        |             |  |   |         |         |  |   |         |       
|                              | Fresh fruit              |                 | $       | 68,923         |  |             | $      | 16,354      |  |   | $       | 69,257  |  |   | $       | 70,512 | 
|                              | Fresh vegetables         |                 |         | 13,208         |  |             |        | 3,260       |  |   |         | 13,179  |  |   |         | 14,557 | 
|                              | Packaged foods           |                 |         | 14,306         |  |             |        | 2,502       |  |   |         | 12,245  |  |   |         | 14,006 | 
|                              | Fresh-cut flowers        |                 |         | 4,626          |  |             |        | 1,360       |  |   |         | 6,166   |  |   |         | 9,578  | 
|                              | Other operating segments |                 |         | 469            |  |             |        | 96          |  |   |         | 608     |  |   |         | 610    | 
|                              | Corporate and other      |                 |         | 5,234          |  |             |        | 1,479       |  |   |         | 5,288   |  |   |         | 8,038  | 
|                              |                          |                 |         |                |  |             |        |             |  |   |         |         |  |   |         |       
|                              |                          | $               | 106,766 |                |  | $           | 25,051 |             |  | $ | 106,743 |         |  | $ | 117,301 |       
|                              |                          |                 |         |                |  |             |        |             |  |   |         |         |  |   |         |       
|Capital additions             |                          |                 |         |                |  |             |        |             |  |   |         |         |  |   |         |       
|                              | Fresh fruit              |                 | $       | 77,054         |  |             | $      | 1,630       |  |   | $       | 171,249 |  |   | $       | 58,853 | 
|                              | Fresh vegetables         |                 |         | 12,407         |  |             |        | 35          |  |   |         | 13,523  |  |   |         | 16,770 | 
|                              | Packaged foods           |                 |         | 7,901          |  |             |        | 1,898       |  |   |         | 16,785  |  |   |         | 10,011 | 
|                              | Fresh-cut flowers        |                 |         | 1,136          |  |             |        | 29          |  |   |         | 2,629   |  |   |         | 31,297 | 
|                              | Other operating segments |                 |         | 1,279          |  |             |        |            |  |   |         | 867     |  |   |         | 217    | 
|                              | Corporate and other      |                 |         | 2,194          |  |             |        | 643         |  |   |         | 28,620  |  |   |         | 2,604  | 
|                              |                          |                 |         |                |  |             |        |             |  |   |         |         |  |   |         |       
|                              |                          | $               | 101,971 |                |  | $           | 4,235  |             |  | $ | 233,673 |         |  | $ | 119,752 |       
|                              |                          |                 |         |                |  |             |        |             |  |   |         |         |  |   |         |       

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

|             |                          |                |           |              |  |   |           |           | 
|------------ | ------------------------ | -------------- | --------- | ------------ |  | - | --------- | --------- | 
|             |                          | January 3,     |           | December 28,
|             |                          | 2004           |           | 2002        
|             |                          |                |           |             
|             |                          | Successor      |           | Predecessor 
|             |                          |                |           |             
|             |                          |               
|             |                          | (In thousands)
|Total assets |                          |                |           |              |  |   |           |          
|             | Fresh fruit              |                | $         | 2,177,541    |  |   | $         | 1,509,424 | 
|             | Fresh vegetables         |                |           | 382,451      |  |   |           | 274,867   | 
|             | Packaged foods           |                |           | 376,936      |  |   |           | 347,395   | 
|             | Fresh-cut flowers        |                |           | 144,199      |  |   |           | 155,863   | 
|             | Other operating segments |                |           | 10,926       |  |   |           | 10,575    | 
|             |                          |                |           |              |  |   |           |          
|             | Total operating segments |                |           | 3,092,053    |  |   |           | 2,298,124 | 
|             | Corporate and other      |                |           | 895,831      |  |   |           | 738,728   | 
|             |                          |                |           |              |  |   |           |          
|             |                          | $              | 3,987,884 |              |  | $ | 3,036,852 |          
|             |                          |                |           |              |  |   |           |          

The Companys revenues from external
customers and tangible long-lived assets by geographic area were
as follows:

|                                 |                     |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |           | 
|-------------------------------- | ------------------- | --------------- | --------- | -------------- |  | ----------- | --------- | ----------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|                                 |                     | Three Quarters  |           |                |  |             |           |            
|                                 |                     | Ended           |           | Quarter Ended  |  |             |           |            
|                                 |                     | January 3, 2004 |           | March 22, 2003 |  | 2002        |           | 2001       
|                                 |                     |                 |           |                |  |             |           |            
|                                 |                     | Successor       |           | Predecessor    |  | Predecessor |           | Predecessor
|                                 |                     |                 |           |                |  |             |           |            
|                                 |                     |                
|                                 |                     | (In thousands) 
|Revenues from external customers |                     |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |          
|                                 | United States       |                 | $         | 1,716,234      |  |             | $         | 511,297     |  |   | $         | 2,117,889 |  |   | $         | 2,048,629 | 
|                                 | Europe              |                 |           | 1,052,940      |  |             |           | 306,180     |  |   |           | 1,174,456 |  |   |           | 1,187,667 | 
|                                 | Asia                |                 |           | 600,223        |  |             |           | 143,101     |  |   |           | 678,925   |  |   |           | 637,488   | 
|                                 | Latin America       |                 |           | 120,905        |  |             |           | 37,105      |  |   |           | 157,397   |  |   |           | 196,579   | 
|                                 | Other international |                 |           | 209,669        |  |             |           | 75,487      |  |   |           | 263,406   |  |   |           | 244,458   | 
|                                 |                     |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |          
|                                 |                     | $               | 3,699,971 |                |  | $           | 1,073,170 |             |  | $ | 4,392,073 |           |  | $ | 4,314,821 |          
|                                 |                     |                 |           |                |  |             |           |             |  |   |           |           |  |   |           |          

|                           |                     |                |           |              |  |   |           |         | 
|-------------------------- | ------------------- | -------------- | --------- | ------------ |  | - | --------- | ------- | 
|                           |                     | January 3,     |           | December 28,
|                           |                     | 2004           |           | 2002        
|                           |                     |                |           |             
|                           |                     | Successor      |           | Predecessor 
|                           |                     |                |           |             
|                           |                     |               
|                           |                     | (In thousands)
|Tangible long-lived assets |                     |                |           |              |  |   |           |        
|                           | United States       |                | $         | 676,148      |  |   | $         | 390,142 | 
|                           | Europe              |                |           | 59,202       |  |   |           | 51,940  | 
|                           | Asia                |                |           | 180,351      |  |   |           | 153,107 | 
|                           | Latin America       |                |           | 693,467      |  |   |           | 556,661 | 
|                           | Other international |                |           | 3,058        |  |   |           | 3,170   | 
|                           |                     |                |           |              |  |   |           |        
|                           |                     | $              | 1,612,226 |              |  | $ | 1,155,020 |        
|                           |                     |                |           |              |  |   |           |        

Note 17  Leases and Other
Commitments

The Company has obligations under non-cancelable
operating leases, primarily for land, equipment and office
warehouse facilities. Lease payments under a significant portion
of the Companys operating leases are based on fixed
interest rates. Total rental expense, including rent related to
cancelable and non-cancelable

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

leases, was $75.9 million,
$22.5 million, $109.3 million and $126.1 million
(net of sublease income of $11.7 million,
$3.4 million, $14.7 million and $12.8 million)
for the three quarters ended January 3, 2004, quarter ended
March 22, 2003 and years ended December 28, 2002 and
December 29, 2001, respectively.

The Companys corporate aircraft lease
agreement includes a residual value guarantee. The maximum
exposure, which would occur if the fair value of the aircraft
was less than $20 million at the termination of the lease
in 2009, is approximately $8.2 million.

As of January 3, 2004, the Companys
aggregate non-cancelable minimum lease commitments, including
residual value guarantees, before sublease income, were as
follows (in thousands):

|            |  |        |         | 
|----------- |  | ------ | ------- | 
|Fiscal Year |  | Amount
|            |  |       
|2004        |  | $      | 83,353  | 
|2005        |  |        | 67,733  | 
|2006        |  |        | 56,604  | 
|2007        |  |        | 26,568  | 
|2008        |  |        | 23,291  | 
|Thereafter  |  |        | 163,148 | 
|            |  |        |         | 
|Total       |  | $      | 420,697 | 
|            |  |        |         | 

Total expected future sublease income is
$36.1 million.

In order to secure sufficient product to meet
demand and to supplement the Companys own production, the
Company has entered into non-cancelable agreements with
independent growers in Latin America to purchase substantially
all of their production subject to market demand and product
quality. Prices under these agreements are generally fixed and
contract terms range from one to six years. Total purchases
under these agreements amounted to $237.4 million,
$55.8 million, $260.6 million and $231.1 million
for the three quarters ended January 3, 2004, quarter ended
March 22, 2003 and fiscal years ended December 28,
2002 and December 29, 2001, respectively.

At January 3, 2004, aggregate future
payments under such purchase commitments (based on
January 3, 2004 estimated costs and volumes) are estimated
as follows (in thousands):

|            |  |        |           | 
|----------- |  | ------ | --------- | 
|Fiscal Year |  | Amount
|            |  |       
|2004        |  | $      | 294,621   | 
|2005        |  |        | 255,778   | 
|2006        |  |        | 239,039   | 
|2007        |  |        | 206,760   | 
|2008        |  |        | 194,708   | 
|Thereafter  |  |        | 141,600   | 
|            |  |        |           | 
|            |  | $      | 1,332,506 | 
|            |  |        |           | 

In order to ensure a steady supply of packing
supplies and to maximize volume incentive rebates, the Company
has entered into contracts with certain suppliers for the
purchase of packing supplies at formula-based prices over
periods of up to three years. Purchases under these contracts
for the three quarters ended January 3, 2004, quarter ended
March 22, 2003, and fiscal years ended December 28,
2002 and December 29, 2001 were approximately
$59.1 million, $17.2 million, $51.3 million and
$51.9 million, respectively.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Under these contracts, the Company is committed
at January 3, 2004, to purchase packing supplies, assuming
current price levels, as follows (in thousands):

|                    |  |        |         | 
|------------------- |  | ------ | ------- | 
|Fiscal Year         |  | Amount
|                    |  |       
|2004                |  | $      | 63,596  | 
|2005                |  |        | 52,341  | 
|2006                |  |        | 46,035  | 
|2007 and thereafter |  |        |        | 
|                    |  |        |         | 
|                    |  | $      | 161,972 | 
|                    |  |        |         | 

In connection with the acquisition of its 60%
interest in Saba Trading AB in 1998, the Company has the right
to purchase (the call option), at its sole
discretion, the minority shareholders entire interest in
Saba during either January 2004 or in January 2008. In addition,
each minority shareholder separately has the right to require
the Company to purchase (the put option) the
shareholders interest during either February 2005 or
February 2008. The call option price and the put option price
are computed based upon formulas as specified in the agreements.
The Company did not exercise the January 2004 call option. In
the event that each minority shareholder exercises its put
option, the minimum aggregate price payable by the Company for
these minority interests under these formulas would approximate
$47.2 million at January 3, 2004.

The Company has numerous collective bargaining
agreements with various unions covering approximately 46% of the
Companys hourly full time and seasonal employees. Of the
unionized employees, 28% are covered under a collective
bargaining agreement that will expire within one year and the
remaining 72% are covered under collective bargaining agreements
expiring beyond the upcoming year. These agreements are subject
to periodic negotiation and renewal. Failure to renew any of
these collective bargaining agreements may result in a strike or
work stoppage; however management does not expect that the
outcome of these negotiations and renewals will materially
adversely affect the Companys financial condition or
results of operations.

Note 18 
Contingencies

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

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

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

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

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

change of control (as defined) of the Company.
The going-private merger transaction (Note 3) did not
trigger the change of control provisions as outlined in these
agreements.

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

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

Currently there are 586 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Eleven of these lawsuits are currently pending in
various jurisdictions in the United States, with the remainder
pending in Latin America and the Philippines. In the United
States, plaintiffs moved to re-open and remand to state court
two previously dismissed cases pursuant to the United States
Supreme Courts decision in Dole Food
Company, Inc. v. Patrickson. Those motions were
denied in March 2004 by the United States District Court.
Plaintiffs have also remanded five other cases to state courts
in Texas and Louisiana as a result of the Patrickson
decision. On January 16, 2004, a case pending in the United
States District Court for the District of Hawaii, in which
351 plaintiffs were claiming various injuries as a result
of alleged air and water pollution, was resolved without a
material adverse effect on the Companys financial
condition or results of operations. Claimed damages in DBCP
cases worldwide total approximately $21.7 billion, with the
lawsuits in Nicaragua representing approximately 81% of this
amount. In almost all of these cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.

In Nicaragua, service has been attempted on the
Company in 49 of 102 pending cases, with the majority of the
lawsuits brought pursuant to Law 364, an October 2000
Nicaraguan statute that contains substantive and procedural
provisions that Nicaraguas Attorney General formally
opined are unconstitutional. In October 2003, the Supreme Court
of Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional. Recently, 216 single
plaintiff cases, which were filed with the civil trial court in
Chinendega, were dismissed for lack of prosecution.

Seventeen of the 49 cases are being actively
litigated in civil trial courts in Managua (8),
Chinendega (7) and Puerto Cabezas (2). In all of those
cases, the Company has sought or will seek to have the cases
returned

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

to the United States pursuant to Law 364.
Notwithstanding, the Chinendega court denied the Companys
request with respect to the seven cases pending there; and the
Managua court denied the Companys request with respect to
seven of the eight cases pending there. The Companys
request as to the eighth Managua case is still pending. The
Puerto Cabezas court has not yet ruled on the Companys
request with respect to the two cases pending there. On
February 25, 2004, the Managua court entered a judgment
against the Company, Dow and Shell in one of the eight cases,
awarding 58 of the 81 claimants $82.9 million.

Nine of the 49 cases had been consolidated into
one case before a civil trial court in Managua, with the
plaintiffs naming an entity denominated as Dole Food
Corporation Inc. as a defendant. The Company is aware of
no legal entity bearing that name, and the Company is certain
that no such legal entity is related to the Company. As a
result, the Company responded in those nine consolidated cases
on behalf of Dole Fresh Fruit Company, a subsidiary of the
Company, which has been named as a defendant in other pending
DBCP matters, including matters brought by Nicaraguan citizens.
The Company paid the $100,000 deposit to the Nicaraguan court,
as required under Law 364, to participate in that litigation. On
October 25, 2002, the Managua court issued a ruling that
Dole Fresh Fruit Company was not a party to the nine
consolidated cases. Thereafter, counsel for Dole Fresh Fruit
Company notified the Managua court that no legal entity known as
Dole Food Corporation Inc. exists and sought to
appear on behalf of Dole Food Company, Inc. and to ratify
all prior pleadings of Dole Fresh Fruit Company. On
November 25, 2002, the Managua court issued a ruling that
Dole Food Company, Inc. is not a defendant in the nine
consolidated cases. On December 13, 2002, the Managua court
entered a judgment in the aggregate amount of
$489.4 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical
Company, Standard Fruit and Vegetable Company and Dole
Food Corporation Inc. in the nine consolidated actions.
Because the Managua court had held that the Company was not a
defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and
Vegetable Company is a Texas corporation that is wholly
unrelated to the Company. On May 14, 2003, an action was
filed in Los Angeles County Superior Court against The Dow
Chemical Company, Shell Chemical Company, and Dole Food
Company, Inc. to enforce the Nicaraguan judgment. On
July 18, 2003, the Company filed a motion to dismiss the
enforcement action on the grounds that Dole Food
Company, Inc. was not a party to the judgment. On
July 17, 2003, Dow and Shell filed a motion to remove the
enforcement action to the United States District Court for the
Central District of California. The Company consented to that
removal. On October 20, 2003, the United States District
Court for the Central District of California dismissed with
prejudice the enforcement action as to all of the defendants,
including Dole. The Court held that Dole Food Company, Inc.
was not a party in the Nicaraguan judgment. The plaintiffs have
appealed the District Courts dismissal to the United
States Court of Appeals for the Ninth Circuit. That appeal is
currently pending.

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

On December 23, 2003, the Company filed an
action in the United States District Court for the Central
District of California against 934 Nicaraguans. The
complaint seeks declaratory relief against the claimants in the
eight actions currently pending in the Managua civil trial
court. The Company seeks a determination that these actions lack
merit and that any judgment issued under Law 364 is
unenforceable in the United States on due process grounds. The
complaint further asserts federal RICO and state law fraud,
abuse of process and malicious prosecution claims against the
claimants in the enforcement action dismissed on
October 20, 2003.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

As to all the DBCP matters, the Company has
denied liability and asserted substantial defenses. Although no
assurance can be given concerning the outcome of these cases, in
the opinion of management, after consultation with legal counsel
and based on past experience defending and settling DBCP claims,
the pending lawsuits are not expected to have a material adverse
effect on the Companys financial condition or results of
operations.

Note 19  Related Party
Transactions

In September 1998, the Company acquired 60% of
Saba Trading AB, a Swedish company. The remaining 40% minority
interest is held 25% by another Swedish company and 15% by a
Swedish co-op. As part of its normal operations, Saba routinely
sells fresh fruit, vegetables and flowers to entities in which
these minority shareholders are principal owners. Revenues from
these entities were $251.3 million, $75.7 million,
$211 million and $186 million during the three
quarters ended January 3, 2004, quarter ended
March 22, 2003, and years ended December 28, 2002 and
December 29, 2001, respectively. Amounts due from the
Swedish company and co-op entities were $24.1 million and
$12.5 million at January 3, 2004 and December 28,
2002, respectively.

On March 28, 2003, the Company completed the
going-private merger transaction with DHM Holding
Company, Inc. and became wholly owned by David H. Murdock,
the Companys Chairman, President and Chief Executive
Officer, through DHM Holding Company, Inc. (Note 3).

Mr. Murdock owns Castle &
Cooke, Inc. (Castle) as well as a
transportation equipment leasing company, a private dining club
and a private country club, which supply products and provide
services to numerous customers and patrons. During the three
quarters ended January 3, 2004, quarter ended
March 22, 2003, and years ended December 28, 2002 and
December 29, 2001, the Company paid Mr. Murdocks
companies an aggregate of approximately $3.8 million,
$1.2 million, $4 million and $3 million,
respectively, primarily for the rental of truck chassis,
generator sets and warehousing services. Castle purchased
approximately $0.3 million, $0.1 million,
$0.4 million and $0.2 million of products from the
Company during the three quarters ended January 3, 2004,
quarter ended March 22, 2003 and years ended
December 28, 2002 and December 29, 2001, respectively.

In October 2001, the Company and Castle entered
into an agreement to replace an aircraft held 50% by each party.
The ownership percentage in the new aircraft was 68% by the
Company and 32% by Castle. In March 2003, in connection with the
privatization, the aircraft was sold and leased back under a
sale-leaseback arrangement. The Company and Castle are
responsible for 68% and 32%, respectively, of all obligations
under this sale-leaseback arrangement. The Company and Castle
have agreed that each party would be responsible for the direct
costs associated with its use of this aircraft, and that all
other indirect costs would be shared in proportion to each
partys lease obligation percentage. During the three
quarters ended January 3, 2004, quarter ended
March 22, 2003 and years ended December 28, 2002 and
December 29, 2001, the Companys proportionate share
of the direct and indirect costs for these aircraft was
$1.5 million, $0.5 million, $0.9 million and
$1.3 million, respectively.

In 2003, the Company and Castle began operating
their risk management departments on a joint basis. This
arrangement enables the Company and Castle to leverage their
buying power to optimize their position in the insurance market
and take advantage of the market relationships that both
companies developed over the years. The Company and Castle share
insurance procurement and premium costs based on the relative
risk borne by each company as determined under methodologies
used by the insurance underwriters. Administrative costs of the
risk management department are shared on a 50-50 basis. The
Companys share of the risk management departments
costs during the year ended January 3, 2004 was
approximately $0.1 million.

The Company retains risk for commercial property
losses sustained by the Company and Castle totaling
$7.5 million in aggregate and up to $5 million per
occurrence, above which the Company has coverage

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

provided through third party insurance carriers.
The arrangement, entered into on October 1, 2003 and
expiring April 1, 2005, provides for premiums to be paid to
the Company by Castle quarterly beginning March 31, 2004 in
exchange for the Companys retained risk. No amounts were
paid by Castle under this arrangement during the year ended
January 3, 2004.

Note 20  Guarantor Financial
Information

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

The accompanying guarantor consolidating
financial information is presented on the equity method of
accounting for all periods presented. Under this method,
investments in subsidiaries are recorded at cost and adjusted
for the Companys share in the subsidiaries
cumulative results of operations, capital contributions and
distributions and other changes in equity. Elimination entries
relate primarily to the elimination of investments in
subsidiaries and associated intercompany balances and
transactions.

The following are consolidating statements of
operations of the Company for the three quarters ended
January 3, 2004, the quarter ended March 22, 2003, and
the years ended December 28, 2002 and December 29,
2001; condensed consolidating balance sheets as of
January 3, 2004 and December 28, 2002; and condensed
consolidating statements of cash flows for the three quarters
ended January 3, 2004, quarter ended March 22, 2003
and years ended December 28, 2002 and December 29,
2001.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

CONSOLIDATING STATEMENT OF
OPERATIONS

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 |            |   |            | 152,891   |              |  |       |          |         |  |   | (338,338 | )        |   |   |          |        
|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     |   |            |           | 220,241      |  |       |           | 118,118 |  |   |          | (338,338 | ) |   |           | 29,629  | 
|Income taxes                                                   |                            |                | 6,491   |            |   |            | 17,920    |              |  |       | (17,899   | )       |  |   |         |          |   |   | 6,512     |        
|                                                               |                            |                |         |            |   |            |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                               | Net income                 |                | $       | 23,117     |   |            | $         | 202,321      |  |       | $         | 136,017 |  |   | $        | (338,338 | ) |   | $         | 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 |            |   |            | 5,252   |              |  |       |        |        |  |   | (79,126  | )       |   |   |          |        
|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     |   |            |         | 43,383       |  |       |         | 54,916 |  |   |          | (79,126 | ) |   |           | 73,888  | 
|Income taxes                                                   |                            |                | (6,073 | )          |   |            | 16,024  |              |  |       | 3,149   |        |  |   |         |         |   |   | 13,100    |        
|                                                               |                            |                |        |            |   |            |         |              |  |       |         |        |  |   |          |         |   |   |           |        
|                                                               | Net income                 |                | $      | 60,788     |   |            | $       | 27,359       |  |       | $       | 51,767 |  |   | $        | (79,126 | ) |   | $         | 60,788  | 
|                                                               |                            |                |        |            |   |            |         |              |  |       |         |        |  |   |          |         |   |   |           |        

85



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

CONSOLIDATING STATEMENT OF
OPERATIONS  (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 |            |   |            | 9,800     |              |  |       |          |         |  |   | (135,509 | )        |   |   |          |        
|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  |            |   |            | 99,679    |              |  |       | 199,916   |         |  |   | (135,509 | )        |   |   | 209,987   |        
|Income taxes                                                                             |                                                                         |                | 9,620   |            |   |            | 33,428    |              |  |       | 10,741    |         |  |   |         |          |   |   | 53,789    |        
|                                                                                         |                                                                         |                |         |            |   |            |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                                                         | Income before cumulative effect of a change in
    accounting principle |                |         | 36,281     |   |            |           | 66,251       |  |       |           | 189,175 |  |   |          | (135,509 | ) |   |           | 156,198 | 
|Cumulative effect of a change in accounting
    principle                                |                                                                         |                |        |            |   |            | 7,259     |              |  |       | 112,658   |         |  |   |         |          |   |   | 119,917   |        
|                                                                                         |                                                                         |                |         |            |   |            |           |              |  |       |           |         |  |   |          |          |   |   |           |        
|                                                                                         | Net income                                                              |                | $       | 36,281     |   |            | $         | 58,992       |  |       | $         | 76,517  |  |   | $        | (135,509 | ) |   | $         | 36,281  | 
|                                                                                         |                                                                         |                |         |            |   |            |           |              |  |       |           |         |  |   |          |          |   |   |           |        

PREDECESSOR

For the Year Ended December 29,
2001


|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |       |           |         |   |   |          |          |   |   |           |         |  
|----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | -------------- | ------- | ---------- | - | ---------- | --------- | ------------ |  | ----- | --------- | ------- | - | - | -------- | -------- | - | - | --------- | ------- | -
|                                                                                                |                                                                                | Dole Food      |         |            |   | Non        |           |              |  |      
|                                                                                                |                                                                                | Company, Inc.  |         | Guarantors |   | Guarantors |           | Eliminations |  | Total
|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |      
|                                                                                                |                                                                                |               
|                                                                                                |                                                                                | (In thousands)
|Revenues, net                                                                                   |                                                                                | $              | 404,863 |            |   | $          | 1,809,038 |              |  | $     | 2,873,306 |         |   | $ | (772,386 | )        |   | $ | 4,314,821 |        
|Cost of products sold                                                                           |                                                                                |                | 304,361 |            |   |            | 1,584,698 |              |  |       | 2,768,185 |         |   |   | (772,386 | )        |   |   | 3,884,858 |        
|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |       |           |         |   |   |          |          |   |   |           |        
|                                                                                                | Gross margin                                                                   |                |         | 100,502    |   |            |           | 224,340      |  |       |           | 105,121 |   |   |          |         |   |   |           | 429,963 |  
|Selling, marketing and general and administrative
    expenses                                  |                                                                                |                | 110,673 |            |   |            | 115,024   |              |  |       | 157,562   |         |   |   |         |          |   |   | 383,259   |        
|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |       |           |         |   |   |          |          |   |   |           |        
|                                                                                                | Operating income (loss)                                                        |                |         | (10,171    | ) |            |           | 109,316      |  |       |           | (52,441 | ) |   |          |         |   |   |           | 46,704  |  
|Equity in subsidiary income                                                                     |                                                                                |                | 234,986 |            |   |            | 226,185   |              |  |       |          |         |   |   | (461,171 | )        |   |   |          |        
|Other income (expense), net                                                                     |                                                                                |                | 521     |            |   |            | 8,944     |              |  |       | 1,008     |         |   |   |         |          |   |   | 10,473    |        
|Interest income                                                                                 |                                                                                |                | 124     |            |   |            | 336       |              |  |       | 5,341     |         |   |   |         |          |   |   | 5,801     |        
|Interest expense                                                                                |                                                                                |                | 72,471  |            |   |            | 466       |              |  |       | (2,229    | )       |   |   |         |          |   |   | 70,708    |        
|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |       |           |         |   |   |          |          |   |   |           |        
|Income (loss) before income taxes and cumulative
    effect of a change in accounting principle |                                                                                |                | 152,989 |            |   |            | 344,315   |              |  |       | (43,863   | )       |   |   | (461,171 | )        |   |   | (7,730    | )      
|Income taxes                                                                                    |                                                                                |                | (28,413 | )          |   |            | 47,482    |              |  |       | 10,279    |         |   |   |         |          |   |   | 29,348    |        
|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |       |           |         |   |   |          |          |   |   |           |        
|                                                                                                | Income (loss) before cumulative effect of a
    change in accounting principle |                |         | 181,402    |   |            |           | 296,833      |  |       |           | (54,142 | ) |   |          | (461,171 | ) |   |           | (37,078 | )
|Income from discontinued operations, net of
    income taxes                                    |                                                                                |                |        |            |   |            |          |              |  |       | 18,856    |         |   |   |         |          |   |   | 18,856    |        
|Gain on disposal of discontinued operations, net
    of income taxes                            |                                                                                |                | (30,998 | )          |   |            | (96,870   | )            |  |       | 296,494   |         |   |   |         |          |   |   | 168,626   |        
|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |       |           |         |   |   |          |          |   |   |           |        
|                                                                                                | Net income                                                                     |                | $       | 150,404    |   |            | $         | 199,963      |  |       | $         | 261,208 |   |   | $        | (461,171 | ) |   | $         | 150,404 |  
|                                                                                                |                                                                                |                |         |            |   |            |           |              |  |       |           |         |   |   |          |          |   |   |           |        

86



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

CONDENSED CONSOLIDATING BALANCE
SHEET

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, net                |                           |   | 23,677     |         |            |   | 24,265       |         |       |   | 133       |         |  |   |           |   |  |   | 48,075    |          
|                                         |                                                |                           |   |            |         |            |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         |                                                | Total current assets      |   |            | 231,926 |            |   |              | 173,670 |       |   |           | 700,577 |  |   |            |  |  |   |           | 1,106,173 | 
|                                         | Investments                                    |                           |   | 1,997,222  |         |            |   | 197,009      |         |       |   | 80,891    |         |  |   | (2,192,063 | ) |  |   | 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                         |                           |   | 715,784    |         |            |   | 4,904        |         |       |   | 16,987    |         |  |   |           |   |  |   | 737,675   |          
|                                         | Other assets, net                              |                           |   | 50,798     |         |            |   | 6,265        |         |       |   | 85,284    |         |  |   |           |   |  |   | 142,347   |          
|                                         |                                                |                           |   |            |         |            |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         | Total assets                                   |                           | $ | 3,312,248  |         |            | $ | 782,992      |         |       | $ | 2,084,707 |         |  | $ | (2,192,063 | ) |  | $ | 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, net           |                           |   | 362,596    |         |            |   | 53,250       |         |       |   | 35,585    |         |  |   |           |   |  |   | 451,431   |          
|                                         | Other long-term liabilities                    |                           |   | 310,068    |         |            |   | 33,538       |         |       |   | 79,318    |         |  |   |           |   |  |   | 422,924   |          
|                                         | Minority interests                             |                           |   |           |         |            |   | 4,494        |         |       |   | 22,265    |         |  |   |           |   |  |   | 26,759    |          
|                                         | Total shareholders equity                     |                           |   | 456,428    |         |            |   | 453,721      |         |       |   | 1,738,342 |         |  |   | (2,192,063 | ) |  |   | 456,428   |          
|                                         |                                                |                           |   |            |         |            |   |              |         |       |   |           |         |  |   |            |   |  |   |          
|                                         | Total liabilities and shareholders
    equity |                           | $ | 3,312,248  |         |            | $ | 782,992      |         |       | $ | 2,084,707 |         |  | $ | (2,192,063 | ) |  | $ | 3,987,884 |          
|                                         |                                                |                           |   |            |         |            |   |              |         |       |   |           |         |  |   |            |   |  |   |          

87



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

CONDENSED CONSOLIDATING BALANCE
SHEET  (Continued)

PREDECESSOR

As of December 28, 2002


|                                         |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |           |           | 
|---------------------------------------- | ------------------------------------ | ---------------------------------------------- | - | ---------- | --------- | ---------- | - | ------------ | --------- | ----- | - | --------- | --------- |  | - | ---------- | ---------- | - | - | --------- | --------- | 
|                                         |                                      | Dole Food                                      |   |            |           | Non        |   |              |           |      
|                                         |                                      | Company, Inc.                                  |   | Guarantors |           | Guarantors |   | Eliminations |           | Total
|                                         |                                      |                                                |   |            |           |            |   |              |           |      
|                                         |                                      |                                               
|                                         |                                      | (In thousands)                                
|ASSETS                                  
|Current Assets                           |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Cash and cash equivalents            |                                                | $ | 395,106    |           |            | $ | (2,857       | )         |       | $ | 254,718   |           |  | $ |           |            |   | $ | 646,967   |          
|                                         | Receivables, net of allowances       |                                                |   | 97,088     |           |            |   | 135,985      |           |       |   | 330,260   |           |  |   | (57,906    | )          |   |   | 505,427   |          
|                                         | Inventories                          |                                                |   | 63,763     |           |            |   | 84,099       |           |       |   | 289,248   |           |  |   |           |            |   |   | 437,110   |          
|                                         | Prepaid expenses                     |                                                |   | 2,532      |           |            |   | 10,702       |           |       |   | 29,233    |           |  |   |           |            |   |   | 42,467    |          
|                                         | Deferred income tax assets, net      |                                                |   | 14,048     |           |            |   | 22,794       |           |       |   |          |           |  |   |           |            |   |   | 36,842    |          
|                                         |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                      | Total current assets                           |   |            | 572,537   |            |   |              | 250,723   |       |   |           | 903,459   |  |   |            | (57,906    | ) |   |           | 1,668,813 | 
|                                         | Investments                          |                                                |   | 2,673,449  |           |            |   | 502,016      |           |       |   | 76,534    |           |  |   | (3,171,060 | )          |   |   | 80,939    |          
|                                         | Property, plant and equipment, net   |                                                |   | 48,617     |           |            |   | 274,836      |           |       |   | 703,112   |           |  |   |           |            |   |   | 1,026,565 |          
|                                         | Goodwill                             |                                                |   | 28         |           |            |   | 1,127        |           |       |   | 130,925   |           |  |   |           |            |   |   | 132,080   |          
|                                         | Other assets, net                    |                                                |   | 57,868     |           |            |   | 2,183        |           |       |   | 66,014    |           |  |   | 2,390      |            |   |   | 128,455   |          
|                                         |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Total assets                         |                                                | $ | 3,352,499  |           |            | $ | 1,030,885    |           |       | $ | 1,880,044 |           |  | $ | (3,226,576 | )          |   | $ | 3,036,852 |          
|                                         |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                        
|LIABILITIES AND SHAREHOLDERS
    EQUITY
|Current Liabilities                      |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         | Accounts payable                     |                                                | $ | 6,582      |           |            | $ | 104,531      |           |       | $ | 190,329   |           |  | $ | (38,981    | )          |   | $ | 262,461   |          
|                                         | Accrued liabilities                  |                                                |   | 93,690     |           |            |   | 175,367      |           |       |   | 179,426   |           |  |   |           |            |   |   | 448,483   |          
|                                         | Current portion of long-term debt    |                                                |   | 209,252    |           |            |   |             |           |       |   | 21,561    |           |  |   |           |            |   |   | 230,813   |          
|                                         | Notes payable                        |                                                |   |           |           |            |   | 678          |           |       |   | 10,923    |           |  |   |           |            |   |   | 11,601    |          
|                                         |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                      | Total current liabilities                      |   |            | 309,524   |            |   |              | 280,576   |       |   |           | 402,239   |  |   |            | (38,981    | ) |   |           | 953,358   | 
|                                         | Intercompany payables (receivables)  |                                                |   | 1,140,247  |           |            |   | (966,127     | )         |       |   | (174,120  | )         |  |   |           |            |   |   |          |          
|                                         | Long-term debt                       |                                                |   | 852,791    |           |            |   | 1,693        |           |       |   | 27,996    |           |  |   |           |            |   |   | 882,480   |          
|                                         | Deferred income tax liabilities, net |                                                |   |           |           |            |   | 16,441       |           |       |   | 2,553     |           |  |   | (16,535    | )          |   |   | 2,459     |          
|                                         | Other long-term liabilities          |                                                |   | 304,826    |           |            |   | 44,507       |           |       |   | 74,821    |           |  |   |           |            |   |   | 424,154   |          
|                                         | Minority interests                   |                                                |   |           |           |            |   | 6,720        |           |       |   | 22,570    |           |  |   |           |            |   |   | 29,290    |          
|                                         | Total shareholders equity           |                                                |   | 745,111    |           |            |   | 1,647,075    |           |       |   | 1,523,985 |           |  |   | (3,171,060 | )          |   |   | 745,111   |          
|                                         |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          
|                                         |                                      | Total liabilities and shareholders
    equity |   | $          | 3,352,499 |            |   | $            | 1,030,885 |       |   | $         | 1,880,044 |  |   | $          | (3,226,576 | ) |   | $         | 3,036,852 | 
|                                         |                                      |                                                |   |            |           |            |   |              |           |       |   |           |           |  |   |            |            |   |   |          

88



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS

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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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL 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 to common shareholders                |                                                          |   | (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 |       
|                     |                                                      |                                                          |   |            |         |            |   |              |       |       |   |          |          |   |   |   |   |  |   |        

90



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL 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 to common shareholders                       |                                                          |   | (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  |         
|                     |                                                             |                                                          |   |            |         |            |   |              |         |       |   |          |          |   |   |   |   |  |   |         

91



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH
FLOWS  (Continued)

PREDECESSOR

For the Year Ended December 29,
2001


|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |          |          |  
|-------------------- | --------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | - | ---------- | -------- | ---------- | - | ------------ | ------- | ----- | - | ------- | -------- | - | - | - | - |  | - | -------- | -------- | -
|                     |                                                                             | Dole Food                                                                           |   |            |          | Non        |   |              |         |      
|                     |                                                                             | Company, Inc.                                                                       |   | Guarantors |          | Guarantors |   | Eliminations |         | Total
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |      
|                     |                                                                             |                                                                                    
|                     |                                                                             | (In thousands)                                                                     
|OPERATING ACTIVITIES |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     |                                                                             | Cash flow provided by (used in) operating
    activities of continuing operations   |   | $          | 443,103  |            |   | $            | 21,763  |       |   | $       | (221,352 | ) |   | $ |  |  |   | $        | 243,514  |  
|                     |                                                                             | Cash flow provided by (used in) operating
    activities of discontinued operations |   |            |         |            |   |              |        |       |   |         | 23,946   |   |   |   |  |  |   |          | 23,946   |  
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     |                                                                             | Cash flow provided by (used in) operating
    activities                            |   | $          | 443,103  |            |   | $            | 21,763  |       |   | $       | (197,406 | ) |   | $ |  |  |   | $        | 267,460  |  
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|INVESTING ACTIVITIES |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     | Proceeds from available-for-sale securities                                 |                                                                                     |   |           |          |            |   | 34,411       |         |       |   |        |          |   |   |  |   |  |   | 34,411   |         
|                     | Proceeds from sales of assets                                               |                                                                                     |   | 6,001      |          |            |   | 17,610       |         |       |   | 11,515  |          |   |   |  |   |  |   | 35,126   |         
|                     | Investments and acquisitions                                                |                                                                                     |   | (2,000     | )        |            |   | (26,238      | )       |       |   | (18     | )        |   |   |  |   |  |   | (28,256  | )       
|                     | Capital additions                                                           |                                                                                     |   | (688       | )        |            |   | (49,537      | )       |       |   | (69,527 | )        |   |   |  |   |  |   | (119,752 | )       
|                     | Proceeds from disposal of discontinued
    operations, net of cash disposed |                                                                                     |   |           |          |            |   |             |         |       |   | 536,951 |          |   |   |  |   |  |   | 536,951  |         
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     |                                                                             | Cash flow provided by (used in) investing
    activities of continuing operations   |   |            | 3,313    |            |   |              | (23,754 | )     |   |         | 478,921  |   |   |   |  |  |   |          | 458,480  |  
|                     |                                                                             | Cash flow provided by (used in) investing
    activities of discontinued operations |   |            |         |            |   |              |        |       |   |         | (11,052  | ) |   |   |  |  |   |          | (11,052  | )
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     |                                                                             | Cash flow provided by (used in) provided by
    investing activities                |   |            | 3,313    |            |   |              | (23,754 | )     |   |         | 467,869  |   |   |   |  |  |   |          | 447,428  |  
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|FINANCING ACTIVITIES |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     | Short-term debt borrowings                                                  |                                                                                     |   |           |          |            |   |             |         |       |   | 10,845  |          |   |   |  |   |  |   | 10,845   |         
|                     | Short-term debt repayments                                                  |                                                                                     |   |           |          |            |   | (1,324       | )       |       |   | (18,008 | )        |   |   |  |   |  |   | (19,332  | )       
|                     | Long-term debt borrowings                                                   |                                                                                     |   |           |          |            |   |             |         |       |   | 3,549   |          |   |   |  |   |  |   | 3,549    |         
|                     | Long-term debt repayments                                                   |                                                                                     |   | (332,666   | )        |            |   | (1,528       | )       |       |   | (11,563 | )        |   |   |  |   |  |   | (345,757 | )       
|                     | Dividends paid to common shareholders                                       |                                                                                     |   | (22,341    | )        |            |   |             |         |       |   |        |          |   |   |  |   |  |   | (22,341  | )       
|                     | Dividends paid to minority shareholders                                     |                                                                                     |   |           |          |            |   |             |         |       |   | (132    | )        |   |   |  |   |  |   | (132     | )       
|                     | Proceeds from issuance of common stock                                      |                                                                                     |   | 332        |          |            |   |             |         |       |   |        |          |   |   |  |   |  |   | 332      |         
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     |                                                                             | Cash flow provided by (used in) financing
    activities of continuing operations   |   |            | (354,675 | )          |   |              | (2,852  | )     |   |         | (15,309  | ) |   |   |  |  |   |          | (372,836 | )
|                     |                                                                             | Cash flow provided by (used in) financing
    activities of discontinued operations |   |            |         |            |   |              |        |       |   |         | (4,847   | ) |   |   |  |  |   |          | (4,847   | )
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     |                                                                             | Cash flow provided by (used in) financing
    activities                            |   |            | (354,675 | )          |   |              | (2,852  | )     |   |         | (20,156  | ) |   |   |  |  |   |          | (377,683 | )
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     | Effect of foreign exchange rate changes on cash                             |                                                                                     |   |           |          |            |   |             |         |       |   | (1,030  | )        |   |   |  |   |  |   | (1,030   | )       
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     | Increase (decrease) in cash and cash
    equivalents                        |                                                                                     |   | 91,741     |          |            |   | (4,843       | )       |       |   | 249,277 |          |   |   |  |   |  |   | 336,175  |         
|                     | Cash and cash equivalents at beginning of period                            |                                                                                     |   | 1,541      |          |            |   | 187          |         |       |   | 23,423  |          |   |   |  |   |  |   | 25,151   |         
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         
|                     | Cash and cash equivalents at end of
    period                              |                                                                                     | $ | 93,282     |          |            | $ | (4,656       | )       |       | $ | 272,700 |          |   | $ |  |   |  | $ | 361,326  |         
|                     |                                                                             |                                                                                     |   |            |          |            |   |              |         |       |   |         |          |   |   |   |   |  |   |         

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

Quarterly Financial Information
(Unaudited)

The following table presents summarized quarterly
results (in thousands):

|                  |  |                |           |               |  |                 |           |                 |  |   |           |  |  |   |           |  
|----------------- |  | -------------- | --------- | ------------- |  | --------------- | --------- | --------------- |  | - | --------- |  |  | - | --------- | -
|                  |  |               
|                  |  | 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    | )

|                                                                        |  |                |           |               |  |                 |           |                   |  |                   |           |  |  |   |         |  |  |   |           |  
|----------------------------------------------------------------------- |  | -------------- | --------- | ------------- |  | --------------- | --------- | ----------------- |  | ----------------- | --------- |  |  | - | ------- |  |  | - | --------- | -
|                                                                        |  |                |           |              
|                                                                        |  | Quarter Ended  |           | Year Ended   
|                                                                        |  |                |           |              
|                                                                        |  | March 23, 2002 |           | June 15, 2002 |  | October 5, 2002 |           | December 28, 2002 |  | December 28, 2002
|2002                                                                    |  | Predecessor    |           | Predecessor   |  | Predecessor     |           | Predecessor       |  | Predecessor      
|                                                                        |  |                |           |               |  |                 |           |                   |  |                  
|Revenues, net                                                           |  | $              | 1,059,415 |               |  | $               | 1,118,185 |                   |  | $                 | 1,254,494 |  |  | $ | 959,979 |  |  | $ | 4,392,073 |  
|Gross margin                                                            |  |                | 178,423   |               |  |                 | 194,813   |                   |  |                   | 179,124   |  |  |   | 143,045 |  |  |   | 695,405   |  
|Income before cumulative effect of a change in
    accounting principle |  |                | 56,279    |               |  |                 | 66,848    |                   |  |                   | 14,650    |  |  |   | 18,421  |  |  |   | 156,198   |  
|Cumulative effect of a change in accounting
    principle               |  |                | (119,917  | )             |  |                 |          |                   |  |                   |          |  |  |   |        |  |  |   | (119,917  | )
|Net income (loss)                                                       |  |                | (63,638   | )             |  |                 | 66,848    |                   |  |                   | 14,650    |  |  |   | 18,421  |  |  |   | 36,281    |  

As a result of the going-private merger
transaction, the Companys Consolidated Financial
Statements present the results of operations, financial position
and cash flows prior to the date of the merger transaction as
the Predecessor. The merger transaction and the
Companys results of operations, financial position and
cash flows thereafter are presented as the
Successor. Predecessor results have not been
aggregated with those of the Successor in accordance with
accounting principles generally accepted in the U.S. and
accordingly the Companys Consolidated Financial Statements
do not show results of operations for year ended January 3,
2004.

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

None.






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

An evaluation was carried out as of
January 3, 2004 under the supervision and with the
participation of Doles management, including our Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures, as
defined in Rule 13a-15(e) or 15d-15(e) under the Securities
Exchange Act (Act). Based upon this evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded
that Doles disclosure controls and procedures are
effective to ensure that information required to be disclosed by
us in reports we file under the Act is recorded, processed,
summarized and reported by management of Dole on a timely basis
in order to comply with Doles disclosure obligations under
the Act.

Changes in Internal Controls Over Financial
Reporting

There were no significant changes in Doles
internal controls over financial reporting or in other factors
that have materially affected, or are reasonably likely to
materially affect, Doles internal controls over financial
reporting.




PART III






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

Below is a list of the names and ages of all
directors and executive officers of Dole as of March 15,
2004, indicating their positions with Dole and their principal
occupations during the past five years. The current terms of the
executive officers will expire at the next organizational
meeting of Doles Board or Directors or at such time as
their successors are elected.

David H. Murdock, Chairman of the Board,
President and Chief Executive Officer.Mr. Murdock, 80, became Doles Chairman of the Board,
President and Chief Executive Officer in February 2004. He
joined Dole as Chairman of the Board and Chief Executive Officer
in July 1985. He has been Chairman of the Board, Chief Executive
Officer and Director of Castle & Cooke, Inc., a
Hawaii corporation, since October 1995 (Mr. Murdock has
beneficially owned all of the capital stock of Castle &
Cooke, Inc. since September 2000). Since June 1982, he has been
Chairman of the Board and Chief Executive Officer of Flexi-Van
Leasing, Inc., a Delaware corporation wholly owned by
Mr. Murdock. Mr. Murdock also is the sole owner and
developer of the Sherwood Country Club in Ventura County,
California, and numerous other real estate developments.
Mr. Murdock also is the sole stockholder of numerous
corporations engaged in a variety of business ventures and in
the manufacture of industrial and building products.
Mr. Murdock is Chairman of the Executive Committee and of
the Corporate Compensation and Benefits Committee of Doles
Board of Directors.

C. Michael Carter, Senior Vice President,
General Counsel and Corporate Secretary, and
Director.Mr. Carter, 60, became
Doles Senior Vice President, General Counsel and Corporate
Secretary in July 2003 and became a director of Dole in April
2003. Mr. Carter joined Dole in October 2000 as Vice
President, General Counsel and Corporate Secretary. Prior to his
employment by Dole, Mr. Carter had served as Executive Vice
President, General Counsel and Corporate Secretary of
Pinkertons Inc. Prior to Pinkertons, Inc.,
Mr. Carter held positions at Concurrent Computer
Corporation, Nabisco Group Holdings, The Singer Company and the
law firm of Winthrop, Stimson, Putnam and Roberts.

Andrew J. Conrad, Ph.D.,
Director.Dr. Conrad, 40, became
a director in July 2003. Dr. Conrad was a co-founder of the
National Genetics Institute and has been its chief scientific
officer since 1992. The National Genetics Institute is now a
subsidiary of Laboratory Corporation of America.

Richard J. Dahl, Senior Vice President and
Chief Financial Officer, and Director.Mr. Dahl, 52, became Doles Senior Vice President and
Chief Financial Officer in July 2003 and became a director of
Dole

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in April 2003. Mr. Dahl joined Dole as Vice
President and Chief Financial Officer in June 2002, after
serving as President and Chief Operating Officer of Pacific
Century Financial Corporation and Bank of Hawaii. Prior to
Pacific Century, Mr. Dahl held various positions at
Ernst & Young. Mr. Dahl is also a director of
IHOP, Inc. Mr. Dahl is Chairman of the Finance
Committee of Doles Board of Directors.


David A. DeLorenzo,
Director.Mr. DeLorenzo, 57,
joined Dole in 1970. He was President of Dole Fresh Fruit
Company from September 1986 to June 1992, President of Dole Food
Company from July 1990 to March 1996, President of Dole Food
Company-International from September 1993 to March 1996,
President and Chief Operating Officer of Dole from March 1996 to
February 2001, and Vice Chairman of Dole from February 2001
through December 2001, at which time Mr. DeLorenzo became a
consultant for Dole under contract for the period from January
2002 through January 2007. He has been a director of Dole for
more than five years.

Richard M. Ferry,
Director.Mr. Ferry, 66, rejoined
Doles Board of Directors in July 2003. Mr. Ferry was
serving as a director of Dole at the time of the March 28,
2003 going-private merger transaction; Mr. Ferry had, at
that time, been a director of Dole for more than five years.
Mr. Ferry is Founder Chairman of Korn/ Ferry International,
an international executive search firm. From May 1977 through
July 2001, Mr. Ferry served as Chairman of the Board of
Korn/ Ferry. Mr. Ferry also serves on the Board of
Directors of Avery Dennison Corporation, Pacific Life Insurance
Company and Mrs. Fields Famous Brands, Inc., as
well as a number of privately held and not-for-profit
corporations. Mr. Ferry is the Chairman of the Audit
Committee of Doles Board of Directors.

Scott A. Griswold, Vice President,
Acquisitions and Investments, and
Director.Mr. Griswold, 50,
became Doles Vice President, Acquisitions and Investments
in July 2003 and became a director of Dole in April 2003.
Mr. Griswold has been Executive Vice President of Finance
of Castle & Cooke, Inc., which is wholly owed by
David H. Murdock, since 2000, and previously, from 1993, Vice
President and Chief Financial Officer of Pacific Holding
Company, a sole proprietorship of David H. Murdock. Since 1987,
he has served as an officer and/or director of various other
companies held by Mr. Murdock.

David H. Murdock, Jr.,
Director.Mr. Murdock, 35, became
a director of Dole in April 2003. Mr. Murdock has been Vice
President of Development of Castle & Cooke, Inc.,
which is wholly owned by David H. Murdock, since 2001, and
CEO & President of JEDCO, a builder of high-end custom
homes in the Los Angeles, California area since 1987.

Justin M. Murdock,
Director.Mr. Murdock, 31, became
a director of Dole in April 2003. Mr. Murdock has been Vice
President of Investments of Castle & Cooke, Inc.,
which is wholly owned by David H. Murdock, since 2001, and
previously, from 1999, Vice President of Mergers and
Acquisitions of Pacific Holding Company, a sole proprietorship
of David H. Murdock.

Edward C. Roohan,
Director.Mr. Roohan, 40, became
a director of Dole in April 2003. Mr. Roohan has been
President and Chief Operating Officer of Castle &
Cooke, Inc., which is wholly owed by David H. Murdock,
since December 2000. He was Vice President and Chief Financial
Officer of Castle & Cooke, Inc. from April 1996 to
December 2000. He has served as an officer and/or director of
various companies held by Mr. Murdock for more than five
years.

Roberta Wieman,
Director.Ms. Wieman, 58, joined
Dole in 1991 as Executive Assistant to the Chairman of the Board
and Chief Executive Officer. She became a Vice President of Dole
in 1995 and a director in April 2003. Ms. Wieman has been
Executive Vice President of Castle & Cooke, Inc.
since August 2001; Vice President and Corporate Secretary of
Castle & Cooke, Inc. from April 1996 to August
2001; Corporate Secretary of Castle & Cooke, Inc.
from April 1996; and a Director of Flexi-Van Leasing, Inc.,
which is wholly owned by Mr. Murdock, since August 1996,
and Assistant Secretary thereof for more then five years.

All directors serve a term from the date of their
election until the next annual meeting.

David H. Murdock, Jr. and Justin M. Murdock
are sons of David H. Murdock. Otherwise, there is no family
relationship between any other officer or director of Dole.

95



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Doles Board of Directors has determined
that Dole has at least one audit committee financial expert
serving on its Audit Committee, Richard M. Ferry, who is
independent. The other members of the Audit Committee are Scott
A. Griswold, David A. DeLorenzo, David H. Murdock, Jr. and
Edward C. Roohan.

During fiscal year 2003, Mr. Ferry and
former directors Mike Curb and Lawrence Johnson each filed one
Form 4 after its due date. In each case, the Form 4
reported the grant of approximately 34.5 shares to the
director on account of his participation in one meeting of the
then-existing Special Committee of Doles Board of
Directors.

Dole has adopted a code of ethics applicable to
our principal executive officer, principal financial officer and
principal accounting officer. A copy of the code of ethics,
which we call our Code of Conduct, and which applies to all
employees of Dole, is available on the Doles web site at
www.dole.com. We intend to post on our web site any amendments
to, or waivers (with respect to our principal executive officer,
principal financial officer and principal accounting officer)
from, this code of ethics within four business days of any such
amendment or waiver.






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

REMUNERATION OF DIRECTORS

Directors who are not employees of Dole are
compensated for their services as follows:



| |   |                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.

The reasonable expenses incurred by each director
in connection with his duties as a director are also reimbursed
by Dole. A Board member who is also an employee of Dole does not
receive compensation for service as a director.

In connection with Mr. DeLorenzos
December 29, 2001 retirement as an employee of Dole,
Mr. DeLorenzo, among other things, entered into a contract
with Dole under which he became a consultant to Dole.
Mr. DeLorenzos consulting agreement with Dole is
Exhibit 10.6 to this Form 10-K.

COMPENSATION OF EXECUTIVE OFFICERS

Except as noted, the following table sets forth
for Doles fiscal years ended January 3, 2004,
December 28, 2002 and December 29, 2001, in prescribed
format, the compensation for services in all capacities to Dole
and its subsidiaries of those persons who were the Chief
Executive Officer and the other four most highly compensated
persons who were executive officers of Dole Food
Company, Inc. at January 3, 2004 (the Named
Executive Officers).

96



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Summary Compensation Table

|                          |                                                     |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |         |  |  |   |         |  |   |           |         |  |   |           |         | 
|------------------------- | --------------------------------------------------- | ---- | ---- | ------------------- |  | ----------- | ------- | ----------- |  | ---------------------- | --------- | ---------- |  | -------- | ------- | ------- |  |  | - | ------- |  | - | --------- | ------- |  | - | --------- | ------- | 
|                          |                                                     |      |      |                     |  |             |         |             |  |                       
|                          |                                                     |      |      |                     |  |             |         |             |  | Long-Term Compensation
|                          |                                                     |      |      |                     |  |             |         |             |  |                       
|                          |                                                     |      |      |                     |  |            
|                          |                                                     |      |      | Annual Compensation |  | Awards     
|                          |                                                     |      |      |                     |  |            
|                          |                                                     |      |      |                     |  | Other       |         | Securities  |  |                       
|Name and                  |                                                     |      |      |                     |  | Annual      |         | Underlying  |  | LTIP                   |           | All Other 
|Principal Position        |                                                     | Year |      | Salary($)(1)        |  | Bonus($)(2) |         | Comp.($)(3) |  | Options(#)             |           | Payouts(4) |  | Comp.(5)
|                          |                                                     |      |      |                     |  |             |         |             |  |                        |           |            |  |         
|David H. Murdock(6)       |                                                     |      | 2003 |                     |  | $           | 968,269 |             |  | $                      | 1,368,000 |            |  | $        |        |         |  |  |  |         |  | $ | 2,051,854 |         |  | $ | 3,283,712 |        
|                          | Chairman, President &                               |      |      | 2002                |  |             | $       | 849,423     |  |                        | $         | 1,275,000  |  |          | $       |        |  |  |   | 125,000 |  |   | $         | 466,079 |  |   | $         | 87,471  | 
|                          | Chief Executive Officer                             |      |      | 2001                |  |             | $       | 800,000     |  |                        | $         | 900,000    |  |          | $       |        |  |  |   | 100,000 |  |   | $         | 98,431  |  |   | $         | 196,862 | 
|                          | Dole Food Company, Inc.                             |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |         |  |  |   |         |  |   |           |         |  |   |           |         | 
|Lawrence A. Kern(7)(8)(9) |                                                     |      | 2003 |                     |  | $           | 866,346 |             |  | $                      | 994,500   |            |  | $        | 197,433 |         |  |  |  |         |  | $ | 1,681,394 |         |  | $ | 4,531,071 |        
|                          | President & Chief                                   |      |      | 2002                |  |             | $       | 748,846     |  |                        | $         | 765,000    |  |          | $       | 197,433 |  |  |   | 75,000  |  |   | $         | 369,305 |  |   | $         | 797,200 | 
|                          | Operating Officer                                   |      |      | 2001                |  |             | $       | 583,846     |  |                        | $         | 585,000    |  |          | $       |        |  |  |   | 50,000  |  |   | $         | 64,872  |  |   | $         | 134,843 | 
|                          | Dole Food Company, Inc.                             |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |         |  |  |   |         |  |   |           |         |  |   |           |         | 
|C. Michael Carter         |                                                     |      | 2003 |                     |  | $           | 509,615 |             |  | $                      | 468,000   |            |  | $        |        |         |  |  |  |         |  | $ | 310,549   |         |  | $ | 2,078,280 |        
|                          | Senior Vice President,                              |      |      | 2002                |  |             | $       | 430,885     |  |                        | $         | 337,500    |  |          | $       |        |  |  |   | 25,000  |  |   | $         |        |  |   | $         | 78,747  | 
|                          | General Counsel &                                   |      |      | 2001                |  |             | $       | 380,000     |  |                        | $         | 285,000    |  |          | $       |        |  |  |   | 25,000  |  |   | $         |        |  |   | $         | 5,100   | 
|                          | Corporate Secretary
    Dole Food Company, Inc.     |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |         |  |  |   |         |  |   |           |         |  |   |           |         | 
|Richard J. Dahl(10)       |                                                     |      | 2003 |                     |  | $           | 509,615 |             |  | $                      | 468,000   |            |  | $        |        |         |  |  |  |         |  | $ | 42,958    |         |  | $ | 596,599   |        
|                          | Senior Vice President &                             |      |      | 2002                |  |             | $       | 255,769     |  |                        | $         | 187,500    |  |          | $       |        |  |  |   | 50,000  |  |   | $         |        |  |   | $         | 28,135  | 
|                          | Chief Financial Officer
    Dole Food Company, Inc. |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |         |  |  |   |         |  |   |           |         |  |   |           |         | 
|George R. Horne(11)       |                                                     |      | 2003 |                     |  | $           | 201,539 |             |  | $                      |          |            |  | $        |        |         |  |  |  |         |  | $ | 1,106,741 |         |  | $ | 1,105,507 |        
|                          | Vice President,                                     |      |      | 2002                |  |             | $       | 373,232     |  |                        | $         | 281,250    |  |          | $       |        |  |  |   | 25,000  |  |   | $         | 96,444  |  |   | $         | 234,652 | 
|                          | Administration &                                    |      |      | 2001                |  |             | $       | 320,508     |  |                        | $         | 262,500    |  |          | $       |        |  |  |   | 20,000  |  |   | $         | 22,635  |  |   | $         | 40,549  | 
|                          | Support Operations
    Dole Food Company, Inc.      |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |         |  |  |   |         |  |   |           |         |  |   |           |         | 



---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | 2003 salaries reflect that Doles 2003
    fiscal year contained 53 weeks. Doles 2002 and 2001
    fiscal years contained 52 weeks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (2) | Bonus amounts shown reflect cash payments made in
    2004 with respect to performance for 2003. The 2003 executive
    incentive plan was structured to provide two payments: an
    initial payout of 65% of the total bonus award, which was paid
    in January 2004 for 2003 performance; and a deferred payout of
    35% of the total award to foster executive retention, payable in
    January 2006. The amounts in the table reflect the initial
    payouts for Mr. Kern, Mr. Carter and Mr. Dahl.
    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. Mr. Horne was not paid a bonus
    since his employment with Dole terminated prior to the January
    2004 payouts under the plan. 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.
|
| | (3) | Does not include perquisites that total the
    lesser of $50,000 or 10% of the reported annual salary and bonus
    for any year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (4) | 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 will be paid on or before January 30,
    2005. Participants under the 1998 Plan are not entitled to
    receive the installment payment if they are not a Dole employee
    on the day before the completion of                                                                                                                                                 

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | the going-private merger transaction
    (March 28, 2003) and on the applicable payment dates as a
    result of their prior termination by Dole for cause or their
    prior voluntary resignation. The amount of the first installment
    is included in the column LTIP Payouts in this
    table. For Mr. Murdock, Mr. Carter and Mr. Dahl,
    the amounts of the second and third installments are included in
    the column All Other Compensation in this table. See
    Note 7 for Mr. Kern and Note 11 for
    Mr. Horne.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (5) | The amounts shown in this column include the
    following: (1) the stock-option cash-out payments in
    connection with the going-private merger transaction for
    Mr. Murdock $0, Mr. Kern $3,037,536, Mr. Carter
    $1,110,000, Mr. Dahl $180,000 and Mr. Horne
    $1,072,434; (2) 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 $112,163,
    Mr. Kern $179,448, Mr. Carter $93,183, Mr. Dahl
    $76,683 and Mr. Horne $33,073; (3) (A) the
    installments paid in January 2004 under the 1998 Plan for
    Mr. Murdock $1,585,775, Mr. Kern $1,312,088,
    Mr. Carter $310,549, Mr. Dahl $42,958 and
    Mr. Horne $0, and (B) the installments payable in
    January 2005 under the 1998 Plan for Mr. Murdock
    $1,585,775, Mr. Kern $0, Mr. Carter $310,549,
    Mr. Dahl $42,958 and Mr. Horne $0; and (4) the
    deferred payout of 35% under the 2003 executive incentive plan
    payable in January 2006 (as described in Note 2) for
    Mr. Murdock $0, Mr. Kern $0, Mr. Carter $252,000,
    Mr. Dahl $252,000 and Mr. Horne $0. See Note 7
    for Mr. Kern and Note 11 for Mr. Horne.
|
| | (6) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (7) | Mr. Kern was elected President and Chief
    Operating Officer of Dole Food Company, Inc. in February
    2001. Prior to that date, Mr. Kern was President of Dole
    Worldwide Fresh Vegetables, Packaged Salads and Non-Tropical
    Fresh Fruit. Mr. Kern retired from Dole in February 2004.
    Upon his retirement, Mr. Kern entered into an agreement
    with Dole pursuant to which Mr. Kern agreed to provide
    certain consulting services to Dole and to be subject to certain
    restrictions for a one-year period commencing February 4,
    2004, and to repay the balance then due on the loan described in
    Note 8; and, subject to certain condition, Dole agreed to
    pay Mr. Kern $109,341 per month during such one-year
    period. In addition, pursuant to such agreement, Mr. Kern
    received the lump sum of his 35% deferred payout of $535,500.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (8) | In connection with Mr. Kerns election
    as President and Chief Operating Officer of Dole and his
    relocation to Southern California, Dole agreed to make
    Mr. Kern a $500,000 secured, interest-free loan (repayable
    in five annual installments) to assist him in the purchase of a
    home.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (9) | In 2001, in connection with his promotion and
    transfer to Southern California, Dole agreed to pay
    Mr. Kern annual compensation in addition to this base
    salary in an after-tax amount of $100,000 for five years
    commencing in 2002 (or the balance paid in a lump sum upon
    Mr. Kerns involuntary termination of employment by
    Dole without cause).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



|     |                                                                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Mr. Dahl joined Dole in June 2002, at which
    time he received an initial grant of 50,000 options.                                                                                                                                                                                        
|    
|(11) | When his employment with Dole terminated in June
    2003, Mr. Horne was paid $673,531 as a lump sum payment for
    the remaining second and third installments payable to him under
    the 1998 Plan, and $610,000 in consideration for consulting
    services and certain restrictions.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL
ARRANGEMENTS

On March 22, 2001, the Board of Directors
approved amendments to Doles incentive and retirement
plans. These amendments, among other things, put in place a
uniform definition of Change of Control, and revised arbitration
provisions so as to provide that an employee may only be awarded
attorneys fees if the employee is the prevailing party (under
the pre-amendment provisions, an employee was entitled to
recover his or her attorneys fees so long as the arbitrator
determined that the employees claim was made in good
faith, even if the employee was not the prevailing party in the
arbitration). The amendments were set forth in
Exhibit 10.10 to Doles Annual Report on
Form 10-K for the fiscal year ended December 30, 2000.
The

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definitions are summarized below under
Employment, Severance and Change of Control
Arrangements  Change of Control
Agreements  Definitions.


Change of Control Agreements

In line with the practice at numerous public
companies, Dole recognizes that the possibility of a change of
control of Dole may result in the departure or distraction of
management to the detriment of Dole. On March 22, 2001,
Dole put in place a program to offer Change of Control
Agreements to each of the executive officers of Dole and certain
other officers and employees of Dole (each person accepting a
Change of Control Agreement is an Employee). Dole
has no reason to believe that any officer or employee will
refuse to accept a Change of Control Agreement. The following
summarizes the material provisions of the Change of Control
Agreements. At the time the program was put in place, Dole was
advised by its executive compensation consultants that the
benefits provided under the Change of Control Agreements were
within the range of customary practices of other public
companies. In addition, the Compensation Committee retained its
own legal counsel to advise it in its deliberations with respect
to the Change of Control Agreements.



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

If, during the period beginning on the Change of
Control Date and ending on the second anniversary of the date on
which the Change of Control becomes effective (the
Protected Period), the Employees employment is
terminated, the Employee will receive the amounts and benefits
stated under Amount of Severance Pay and Benefits
Following Qualified Termination, unless employment is
(a) terminated by Dole for Cause or (b) terminated by
the Employee other than for Good Reason (a termination other
than under clause (a) or (b) during a Protected Period
is a Qualified Termination). If employment is
terminated under clause (a) or (b), the Employee will only
be entitled to receive the sum of (1) the Employees
annual base salary through the date of termination to the extent
not theretofore paid and (2) any compensation previously
deferred by the Employee (together with any accrued interest or
earnings thereon) pursuant to outstanding elections and/or any
accrued vacation pay or paid time off, in each case to the
extent not theretofore paid (Accrued Obligations).

No benefits are payable under the Change of
Control Agreements unless a Change of Control actually occurs
and a Qualified Termination occurs. If a Change of Control via a
Fundamental Transaction or an Asset Sale is consummated, there
is a look-back period (a Look-Back Period) to
protect the Employee against the possibility that he or she was
actually or constructively terminated without Cause in
anticipation of the Change of Control. If, prior to the first
Change of Control Date, employment with Dole terminates other
than during a Look-Back Period, then all of the Employees
rights under the Change of Control Agreement terminate, and the
Change of Control Agreement will be deemed to have been
terminated on the date of termination. After the first Change of
Control Date, the Change of Control Agreement may only be
modified or terminated by a writing signed by both Dole and the
Employee. Before the first Change of Control Date, however, Dole
can unilaterally modify or terminate the Change of Control
Agreement, but such unilateral modification or termination will
not be effective until the second anniversary of the date on
which Dole first gives the Employee express written notice of
the unilateral modification or termination (the
Modification Effective Date). The unilateral
modification or termination shall never become effective,
however if (1) a Change of Control Date occurs before the
Modification Effective Date and (2) employment is
terminated during the Protected Period in respect of such Change
of Control Date. Doles obligation to make any payment
provided for in the Change of Control Agreements will be subject
to and conditioned upon the Employees execution of a
standard release form.



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

The Employees will be placed into one of three
categories, each providing a different level of severance pay
and benefits if a Qualified Termination occurs.

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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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | 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.                                                                                                                                                                                                                                                                                                                 

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 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 three categories will have the
following benefits relating to accelerated vesting of options
and option exercise periods:

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.

In any circumstance where the Employee has
undergone a Qualified Termination and, under Doles
Certificate of Incorporation or By-Laws or applicable law, Dole
has the power to indemnify or advance expenses to the Employee
in respect of any judgments, fines, settlements, losses, costs
or expenses (including attorneys fees) of any nature
relating to or arising out of the Employees activities as
an agent, employee, officer or director of Dole or in any other
capacity on behalf of or at the request of Dole, Dole will
promptly, on written request, indemnify and advance expenses to
the Employee to the fullest extent permitted by applicable law,
including but not limited to making such findings and
determinations and taking any and all such actions as Dole may,
under applicable law, be permitted to have the discretion to
take so as to effectuate such indemnification or advancement.

Any officers who are presently covered by
directors and officers insurance shall be furnished for six
years following Qualified Termination with directors and
officers insurance with policy limits aggregating not less than
those in place at the present time and otherwise to contain
substantially the same terms, conditions and exceptions as the
liability insurance policies provided for directors and officers
of Dole in force from time to time, provided that such terms,
conditions and exceptions will not be, in the aggregate,
materially less

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favorable to the Employee than those in effect on
the date of the Change of Control Agreement and provided that
such insurance can be obtained on commercially reasonable terms.


In the event that the Employee has an employment
contract or any other agreement with Dole or participates in any
other plan or program that entitles the Employee to severance
payments upon the termination of employment with Dole, the
amount of any such severance payments will be deducted from the
payments to be made to the Employee under the Change of Control
Agreement. All benefits under the Change of Control Agreement
also will be reduced by the amount paid to the Employee under
any law, rule or regulation that requires a formal notice
period, pay in lieu of notice, termination, indemnity, severance
payments or similar payments or entitlements related to service,
other than unemployment or social security benefits provided in
the United States.

Definitions:

The Change of Control Agreements use a number of
defined terms. The terms Cause, Good
Reason and Change of Control are given
definitions that Dole has been advised by its executive
compensation consultants are within the range of customary
practices of other public companies. In addition, the
Compensation Committee retained its own legal counsel to advise
it with respect to the Change of Control Agreements. A
Change of Control is deemed to occur if any one or
more of the following conditions are satisfied:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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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The consummation or effectiveness of a
Fundamental Transaction or an Asset Sale shall be deemed not to
constitute a Change of Control if more than 50% of the
outstanding voting securities of the Resulting Entity or the
Transferee Entity, as appropriate, are, or are to be,
Beneficially Owned by David H. Murdock.

Corporation means Dole Food
Company, Inc., a Delaware corporation, and its successors.
For purposes of this definition of Corporation, after the
consummation of a Fundamental Transaction or an Asset Sale, the
term successor shall include, without limitation,
the Resulting Entity or Transferee Entity, respectively.

Dole means the Corporation and/or its
subsidiaries.

Options/ SAR Grants in the Last Fiscal
Year

In anticipation of the March 28, 2003
going-private merger transaction there were no options/ SAR
grants in 2003.

Aggregated Option/ SAR Exercise in the Last
Fiscal Year, and FY-End Option/ SAR Value

|                    |  |             |       |          |  |               |       |               |  |  |     |  |  |   |      | 
|------------------- |  | ----------- | ----- | -------- |  | ------------- | ----- | ------------- |  |  | --- |  |  | - | ---- | 
|                    |  |             |       |          |  | Number of     |       | Value of     
|                    |  |             |       |          |  | Unexercised   |       | Unexercised  
|                    |  |             |       |          |  | Options at    |       | In-the-Money 
|                    |  |             |       |          |  | Year-End      |       | Options at   
|                    |  |             |       |          |  | (#)(1)        |       | FY-End($)    
|                    |  | Shares      |       |          |  |               |       |              
|                    |  | Acquired on |       | ($)Value |  | Exercisable/  |       | Exercisable/ 
|Name                |  | Exercise(#) |       | Realized |  | Unexercisable |       | Unexercisable
|                    |  |             |       |          |  |               |       |              
|David H. Murdock    |  |             |      |          |  | $             |      |               |  |  | / |  |  | $ | /$ | 
|Lawrence A. Kern(2) |  |             | 5,356 |          |  | $             | 9,303 |               |  |  | / |  |  | $ | /$ | 
|C. Michael Carter   |  |             |      |          |  | $             |      |               |  |  | / |  |  | $ | /$ | 
|Richard J. Dahl     |  |             |      |          |  | $             |      |               |  |  | / |  |  | $ | /$ | 
|George R. Horne(2)  |  |             | 4,248 |          |  | $             | 7,441 |               |  |  | / |  |  | $ | /$ | 



---



|    |                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As a result of the going-private merger
    transaction, Doles outstanding shares of common stock were
    retired and all outstanding stock options were settled in cash,
    except those options held by Mr. Murdock, which were
    canceled without payment.
|   
|(2) | These options were set to expire on
    February 5, 2003 and were exercised prior thereto.                                                                                                                                                                        

Long Term Incentive Plan Awards in the Last
Fiscal Year

There were no Long Term Incentive Plan Awards in
fiscal year 2003.

103



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Pension Plans

Dole maintains a number of non-contributory
pension plans that provide benefits, following retirement at
age 65 or older with one or more years of credited service
(or age 55 with five or more years of credited service),
primarily to salaried, non-union employees of Dole on
U.S. payrolls, including executive officers of Dole. Each
plan provides a monthly pension to supplement personal savings
and Social Security benefits. Starting January 1, 2002, no
new pension benefits will accrue, with exception of a transition
benefit for long-term employees. The following table shows the
estimated annual benefits payable under Doles salaried
pension plan in which the Named Executive Officers participated
in prior to 2002:

Pension Plan Table

|             |  |                  |         |    |  |    |         |    |  |    |         |  |  |   |         |  |  |   |         | 
|------------ |  | ---------------- | ------- | -- |  | -- | ------- | -- |  | -- | ------- |  |  | - | ------- |  |  | - | ------- | 
|             |  |                 
|             |  | Years of Service
|             |  |                 
|Compensation |  | 15               |         | 20 |  | 25 |         | 30 |  | 35
|             |  |                  |         |    |  |    |         |    |  |   
|$ 300,000    |  | $                | 49,500  |    |  | $  | 70,950  |    |  | $  | 92,400  |  |  | $ | 113,850 |  |  | $ | 135,300 | 
|$ 400,000    |  | $                | 66,000  |    |  | $  | 94,600  |    |  | $  | 123,200 |  |  | $ | 151,800 |  |  | $ | 180,400 | 
|$ 500,000    |  | $                | 82,500  |    |  | $  | 118,250 |    |  | $  | 154,000 |  |  | $ | 189,750 |  |  | $ | 225,500 | 
|$ 600,000    |  | $                | 99,000  |    |  | $  | 141,900 |    |  | $  | 184,800 |  |  | $ | 227,700 |  |  | $ | 270,600 | 
|$ 700,000    |  | $                | 115,500 |    |  | $  | 165,550 |    |  | $  | 215,600 |  |  | $ | 265,650 |  |  | $ | 315,700 | 
|$ 800,000    |  | $                | 132,000 |    |  | $  | 189,200 |    |  | $  | 246,400 |  |  | $ | 303,600 |  |  | $ | 360,800 | 
|$ 900,000    |  | $                | 148,500 |    |  | $  | 212,850 |    |  | $  | 277,200 |  |  | $ | 341,550 |  |  | $ | 405,900 | 
|$1,000,000   |  | $                | 165,000 |    |  | $  | 236,500 |    |  | $  | 308,000 |  |  | $ | 379,500 |  |  | $ | 451,000 | 
|$1,100,000   |  | $                | 181,500 |    |  | $  | 260,150 |    |  | $  | 338,800 |  |  | $ | 417,450 |  |  | $ | 496,100 | 
|$1,200,000   |  | $                | 198,000 |    |  | $  | 283,800 |    |  | $  | 369,600 |  |  | $ | 455,400 |  |  | $ | 541,200 | 
|$1,300,000   |  | $                | 214,500 |    |  | $  | 307,450 |    |  | $  | 400,400 |  |  | $ | 493,350 |  |  | $ | 586,300 | 
|$1,400,000   |  | $                | 231,000 |    |  | $  | 331,100 |    |  | $  | 431,200 |  |  | $ | 531,300 |  |  | $ | 631,400 | 
|$1,500,000   |  | $                | 247,500 |    |  | $  | 354,750 |    |  | $  | 462,000 |  |  | $ | 569,250 |  |  | $ | 676,500 | 

The above table shows the estimated annual
retirement benefits payable as straight life annuities without
offsets for Social Security or other amounts under this plan,
assuming retirement at age 65, to persons in specified
compensation and years of service classifications. In general,
the plan covers the following types of compensation paid by
Dole: base pay, bonus and severance pay payable under
Doles severance pay plan.

Each years accrued benefit under the plan
is 1.1% of final average compensation multiplied by years of
service, plus .33% of final average compensation multiplied by
years of service in excess of 15 years. Benefits accrued as
of March 31, 1992 under the prior benefit formula serve as
minimum entitlements.

The credited years of service and ages as of
December 31, 2002 for the named executive officers are as
follows: Mr. Murdock (age 80) 
18 years; Mr. Kern (age 56) 
11 years; Mr. Carter (age 60) 
3 years; Mr. Dahl (age 52) 
1 year; and Mr. Horne (age 67) 
37 years. Assuming these individuals remain employed by
Dole until age 65 (or later), their annual retirement
benefits will approximate: Mr. Kern, who retired in
February 2004  $61,615, Mr. Carter 
$5,748, Mr. Dahl  $0, and Mr. Horne, who
retired in June 2003  $177,153. As required by the
Internal Revenue Code, Mr. Murdock, who is presently over
the age of 70 1/2, is receiving his current annual
retirement benefit under the pension plan of $208,604.

Generally, the Internal Revenue Code places an
annual maximum limit of $160,000 (at December 31, 2003) on
the benefits available to an individual under Doles
pension plans. Furthermore, the Internal Revenue Code places an
annual maximum of $200,000 (at December 31, 2003) on
compensation which may be considered in determining a
participants benefit under qualified retirement programs.
If an individuals benefit under a plan exceeds the maximum
annual benefit or the maximum compensation limit, the excess
will be paid by Dole from an unfunded excess and supplemental
benefit plan.

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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 Compensation
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

Since April 2003, the members of the Corporate
Compensation and Benefits Committee of Doles Board of
Directors have been David H. Murdock, Chairman, David A.
DeLorenzo and Roberta Wieman. Mr. Murdock and
Ms. Wieman are officers of Dole. Mr. DeLorenzo was
Vice Chairman of Dole during part of 2001 and was President and
Chief Operating Officer prior thereto. Mr. DeLorenzo
currently is a consultant to Dole. Prior to completion of the
going-private merger transaction, the members of the Corporate
Compensation and Benefits Committee were Zoltan Merzsei,
Chairman, Mike Curb and E. Rolland Dickson, M.D., none
of whom was or had been an officer or employee of Dole or had
any relationship requiring disclosure under any paragraph of
Item 404 of the SECs Regulation S-K. There were
no compensation committee interlocks to report with respect to
fiscal year 2003.

CORPORATE COMPENSATION AND BENEFITS COMMITTEE
REPORT

COMPENSATION PHILOSOPHY

Doles compensation philosophy is to relate
the compensation of Doles executive officers to measures
of Dole performance that contribute to increased value for Dole.

GOALS

Doles compensation philosophy for executive
officers takes into account the following 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.                                                                                                            

The Compensation Committee periodically reviews
the components of compensation for Doles executive
officers on the basis of its philosophy and goals. Further, as
the situation warrants, the Compensation Committee also retains
the services of a qualified compensation consulting firm to
provide recommendations to enhance the linkage of executive
officer compensation to the above goals and to obtain
information as to how Doles compensation of executive
officers compares with peer companies.

EXECUTIVE COMPENSATION COMPONENTS

Dole annually evaluates the competitiveness of
its executive compensation program relative to comparable
companies.

A group of industry peers (or peer
group) is used to annually evaluate the compensation for
Dole executives. The peer group was identified by the
Compensation Committees executive compensation consulting
firm through a comparability screening process that considered
such variables as revenue size, product line diversity, and
geographic scope of operation. The peer group is reviewed
periodically and changes may be made based on the comparability
screening process.

Broader published surveys of food processing
companies, as well as industry in general, are used to evaluate
the competitiveness of total compensation for other Dole
executives.

105



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Based on an analysis conducted by the
Compensation Committees executive compensation consultant
in 2003, the cash compensation opportunity for executive
officers of Dole as a group, consisting of salary and annual
bonus, generally is consistent with the median of Doles
peers.

Generally speaking, 75th percentile pay
levels can only be achieved if Doles aggressive goals
associated with its incentive compensation plans are attained.
Pay levels for each executive officer, other than the CEO,
largely reflect the recommendation of the CEO based on
individual experience and breadth of knowledge, internal equity
considerations, and other subjective factors. The compensation
opportunity for the CEO for 2003 was based on deliberations of
the Compensation Committee of Dole, as described below under
CEO Compensation.

Each component of the total executive
compensation package emphasizes a different aspect of
Doles compensation philosophy:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Base Salary.Base
    salaries for 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 (i.e., 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.



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

Target bonuses for executives, as a percentage of
base salary, ranged from 25% to 125% (100% for the CEO),
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.
Bonus opportunities for each individual are determined on the
basis of competitive bonus levels (as a percent of salary),
degree of responsibility and other subjective factors. To
provide greater flexibility, the Compensation Committee may
include alternative performance goals to permit awards at lower
levels in appropriate circumstances.

Generally speaking, each individuals
maximum annual cash bonus equals 200% of his or her annual base
salary. The maximum bonus is payable only if exceptional Dole
and/or divisional performance levels against predetermined goals
are achieved.

In 2003, the bonus opportunity for
Messrs. Murdock and Kern was based upon earnings before
interest and taxes (EBIT). Because of the extent to which
Dole exceeded the target EBIT performance, the Committee
approved payments for Mr. Murdock and Mr. Kern of
$1,368,000 and $1,530,000, respectively. For Mr. Kern,
payment of 35% of that amount was delayed until January 2006.
Mr. Kern retired from Dole in February 2004 and, pursuant
to an agreement with Dole, received the lump sum of his 35%
deferred payout of $535,500.

106



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##### Table of Contents



CEO COMPENSATION

The Compensation Committee periodically reviews
Mr. Murdocks compensation relative to the
compensation (base salary, annual and long-term incentives) of
the peer group. It is the Compensation Committees intent
to target aggregate compensation for Mr. Murdock at
approximately the median of the peer group. In establishing
Mr. Murdocks compensation, the Compensation Committee
considered his responsibilities with other companies and
determined that Mr. Murdock devotes to Dole the time that
is necessary for the effective performance of his duties.

Under the terms of the annual incentive plan,
Mr. Murdock was eligible for an annual bonus ranging from
50% to 200% of base salary, depending on Doles performance
in 2003. Mr. Murdocks total 2003 bonus opportunity
was based on earnings before interest and taxes (EBIT). Because
of the extent to which Dole exceeded the target EBIT
performance, the Committee approved an award of $1,368,000 to
Mr. Murdock.

Mr. Murdock recused himself from the
Committees voting on, and all of its discussion of, his
own compensation.



| |                               
| | ------------------------------
| | THE CORPORATE COMPENSATION AND
| | BENEFITS COMMITTEE            
|
| | David H. Murdock, Chairman    
| | David A. DeLorenzo            
| | Roberta Wieman                

107



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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. Murdock |              |  | 1,000 shares |  |  | 100% | 
|                               |  | Dole Food Company, Inc.One Dole DriveWestlake Village, CA 91362 |                  |              |  |              |  | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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, President
    and Chief Executive Officer.

Dole has no equity compensation plans. All of the
outstanding shares of common stock of Dole have been pledged
pursuant to Doles Credit Agreement and ancillary documents
thereto.






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

On December 18, 2002, Dole signed a
definitive merger agreement with David H. Murdock, Doles
Chairman and Chief Executive Officer, pursuant to which
Mr. Murdock would acquire the approximately 76% of
Doles common stock that he and his affiliates did not
already own for $33.50 per share in cash. On March 26,
2003, the merger was approved at a special meeting of
Doles shareholders. The transaction was successfully
completed on March 28, 2003 and Dole became wholly owned by
Mr. Murdock through DHM Holding Company, Inc., a
Delaware corporation (HoldCo). As a result of the
transaction, Doles outstanding shares of common stock were
retired and all outstanding stock options were settled in cash,
except those options held by Mr. Murdock, which were
cancelled without payment.

The purchase price of all of the outstanding
common stock of Dole not already owned by Mr. Murdock, plus
transaction costs, was approximately $1.55 billion. The
funds necessary to purchase these shares of Dole consisted of a
$125 million capital contribution by HoldCo, funds borrowed
under $1.125 billion of new senior secured credit
facilities (consisting of $825 million of term loan
facilities and $300 million of revolving credit facilities)
and the issuance of $475 million principal amount of
8.875% Senior Notes due 2011 (the 2011 Notes).
The 2011 Notes were offered within the United States only to
qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933 (the Securities
Act) and to persons outside the United States in
compliance with Regulation S under the Securities Act. The
Credit Agreement with respect to the new senior secured credit
facilities and the Indenture with respect to the 2011 Notes
contain significant restrictions and covenants affecting, among
other things, the operations and finances of Dole and its
subsidiaries.

In addition, on March 28, 2003, Dole repaid
its 7% Senior Notes due 2003 and called for redemption its
6.375% Senior Notes due 2005 with outstanding balances of
approximately $209.8 million and $300 million,
respectively, at March 22, 2003. Doles
7.25% Senior Notes due 2009 and 7.875% Debentures due
2013 remain outstanding; however, the terms of both the Senior
Notes due 2009 and Debentures due 2013 were modified to provide
for substantially the same interest rates, covenants and
guarantees from certain of Doles subsidiaries as are
provided for by the 2011 Notes. The modifications provide for
interest at 8.625% on the Senior Notes due 2009 and 8.75% on the
Debentures due 2013.

In connection with the transaction, Dole sold its
interest in an aircraft jointly owned with an affiliate of
Mr. Murdock under an operating sale-leaseback agreement for
approximately $28.9 million, which approximated its book
value. Dole also purchased shipping containers for approximately
$76.5 million that were previously leased under separate
capital and operating lease agreements and modified the
provisions of its corporate headquarters financing facility to
provide for substantially the same interest rate as the new
senior secured credit facilities.

108



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##### Table of Contents



Mr. Murdock owns Castle &
Cooke, Inc. (Castle) as well as a
transportation equipment leasing company, a private dining club
and a private country club, which supply products and provide
services to numerous customers and patrons. During the three
quarters ended January 3, 2004, quarter ended
March 22, 2003 and years ended December 28, 2002 and
December 29, 2001, Dole paid Mr. Murdocks
companies an aggregate of approximately $3.8 million,
$1.2 million, $4 million and $3 million,
respectively, primarily for the rental of truck chassis,
generator sets and warehousing services. Castle purchased
approximately $0.3 million, $0.1 million,
$0.4 million and $0.2 million of products from Dole
during the three quarters ended January 3, 2004, quarter
ended March 22, 2003 and years ended December 28, 2002
and December 29, 2001, respectively.

In October 2001, Dole and Castle entered into an
agreement to replace an aircraft held 50% by each party. The
ownership percentage in the new aircraft was 68% by Dole and 32%
by Castle. In March 2003, in connection with the privatization,
the aircraft was sold and leased back under a sale-leaseback
arrangement. Dole and Castle are responsible for 68% and 32%,
respectively, of all obligations under this sale-leaseback
arrangement. Dole and Castle have agreed that each party would
be responsible for the direct costs associated with its use of
this aircraft, and that all other indirect costs would be shared
in proportion to each partys lease obligation percentage.
During the three quarters ended January 3, 2004, quarter
ended March 22, 2003 and years ended December 28, 2002
and December 29, 2001, Doles proportionate share of
the direct and indirect costs for these aircraft was
$1.5 million, $0.5 million, $0.9 million and
$1.3 million, respectively.

Dole and Castle operate their risk management
department on a joint basis. This arrangement enables Dole and
Castle to leverage their buying power to optimize their position
in the insurance market and take advantage of the market
relationships that both companies developed over the years. In
addition, the integration of the risk management services
creates one risk management philosophy and goal: to create a
seamless and effective risk management program for all of
Mr. Murdocks companies. The primary responsibilities
include risk identification and mitigation activities, including
design, development and procurement of insurance and other risk
transfer/finance programs. Dole and Castle share the costs of
the personnel and related expenses on a 50-50 basis. Doles
share of the risk management departments costs for 2003
was approximately $0.1 million.

Mr. Murdock is a director and executive
officer of Dole and also serves as a director and executive
officer of privately held entities that he owns or controls.
Mr. Scott Griswold and Ms. Roberta Wieman are
directors and officers of Dole and also serve as directors and
officers of privately held entities controlled by
Mr. Murdock. Mr. Edward C. Roohan is a director of
Dole and a director and executive officer of Castle. Any
compensation paid by those companies is within the discretion of
their respective boards of directors.

See Item 11, Executive Compensation, Summary
Compensation Table, Note (8) for a description of a loan
made by Dole to Mr. Kern in 2001 in connection with
Mr. Kerns election as President and Chief Operating
Officer of Dole and his relocation to Southern California. The
largest amount outstanding on such loan during fiscal year 2003
was $333,334.

109



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##### Table of Contents








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

Principal Accountant Fees and
Services

The following table summarizes the aggregate fees
billed to Dole Food Company, Inc. (the Company)
by its independent auditor Deloitte & Touche LLP, the
member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, the Deloitte Entities):

|                                   |  |                   |       |              |  |   |       | 
|---------------------------------- |  | ----------------- | ----- | ------------ |  | - | ----- | 
|                                   |  |                  
|                                   |  | Fiscal Year Ended
|                                   |  |                  
|                                   |  | January 3,        |       | December 28,
|                                   |  | 2004              |       | 2002        
|                                   |  |                   |       |             
|                                   |  |                  
|                                   |  | (In thousands)   
|Audit Fees(a)                      |  | $                 | 5,292 |              |  | $ | 2,460 | 
|Audit-Related Fees(b)              |  |                   | 631   |              |  |   | 469   | 
|                                   |  |                   |       |              |  |   |       | 
|Total Audit and Audit Related Fees |  |                   | 5,923 |              |  |   | 2,929 | 
|                                   |  |                   |       |              |  |   |       | 
|Tax Fees(c)                        |  |                   | 430   |              |  |   | 297   | 
|All Other Fees(d)                  |  |                   |      |              |  |   | 442   | 
|                                   |  |                   |       |              |  |   |       | 
|Total                              |  | $                 | 6,353 |              |  | $ | 3,668 | 
|                                   |  |                   |       |              |  |   |       | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Audit fees include $2,502,000 and $2,460,000 for
    services related to the audit of the annual consolidated
    financial statements and reviews of the quarterly condensed
    consolidated financial statements for 2003 and 2002,
    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 for 2003 include $180,000 for
    Section 404 advisory services, $160,000 for employee
    benefit plan audits with the remainder related to various
    agreed-upon procedures and compliance reports. Audit related
    fees for 2002 include $145,000 for employee benefit plan audits,
    $200,000 for due diligence services with the remainder related
    to certain agreed upon procedures and internal control related
    work.                                                                                                                                                                                                                                                                                                                    
|   
|(c) | Fees for tax services billed in 2003 and 2002
    consisted of $93,000 and $142,000, respectively, for tax
    compliance and $337,000 and $155,000, respectively, for tax
    planning and advice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(d) | There were no other services billed to the
    Company in 2003. Amounts billed to the Company for other
    services in 2002 consisted principally of project management
    assistance with the implementation of processes and software to
    provide enhanced customer and vendor information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                                                                                                           |  |                   |       |                   |  |  |       | 
|-------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----- | ----------------- |  |  | ----- | 
|                                                                                                                           |  |                  
|                                                                                                                           |  | Fiscal Year Ended
|                                                                                                                           |  |                  
|                                                                                                                           |  | January 3, 2004   |       | December 28, 2002
|                                                                                                                           |  |                   |       |                  
|Ratio of Tax Planning and Advice Fees and All
    Other Fees to Audit Fees, Audit-Related Fees and Tax Compliance
    Fees |  |                   | 0.1:1 |                   |  |  | 0.2:1 | 

In considering the nature of the services
provided by the independent auditor, the Audit Committee
determined that such services are compatible with the provision
of independent audit services. The Audit Committee discussed
these services with the independent auditor and Company
management to determine that they are permitted under the rules
and regulations concerning auditor independence promulgated by
the Securities and Exchange Commission to implement the
Sarbanes-Oxley Act of 2002, as well as the American Institute of
Certified Public Accountants.

Pre-Approval Policy

The services performed by the independent auditor
in 2003 were pre-approved in accordance with the pre-approval
procedures adopted by the Audit Committee at its
December 12, 2002 meeting. All requests for audit,
audit-related, tax, and other services must be submitted to the
Audit Committee for specific pre-approval and cannot commence
until such pre-approval has been granted. Normally, pre-approval
is provided

110



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##### Table of Contents



at regularly scheduled meetings. However, the
authority to grant specific pre-approval between meetings, as
necessary, has been delegated to the Chairman of the Audit
Committee; such grants of specific pre-approval are subject to
ratification by the full Audit Committee at its next meeting.
Additionally, the Audit Committee requires an estimate of the
fees for each service to be approved.





PART IV






|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K



| |         |                                                                                                                  
| | ------- | -----------------------------------------------------------------------------------------------------------------
| | (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 Three
    Quarters Ended January 3, 2004 (Successor), Quarter Ended
    March 22, 2003 (Predecessor) and Years Ended
    December 28, 2002 (Predecessor) and December 29, 2001
    (Predecessor) |  |           |  | 45

2.     Financial
Statement Schedule

|                                  |  |  |     | 
|--------------------------------- |  |  | --- | 
|Valuation and Qualifying Accounts |  |  | 120 | 

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.

111



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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.                                                                                                                                                                                                                                                                        

112



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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.

113



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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.                                                                                                                                                                                                                                                                                                                                                                                                                         

114



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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.                                                                                                                                                                          

115



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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 8 7/8% 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 8 7/8% 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 7 1/4% 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
    7 1/4% 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).                                                                                                                     

116



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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   |       |  | Doles Stock Ownership Enhancement Program,
    as effective July 31, 1997 (incorporated by reference to
    Exhibit 10.4 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4,
    1997, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10.6   |       |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10.7*  |       |  | Schedule of executive officers having Form 1
    Change of Control Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10.8   |       |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 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, President and
    Chief Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 31.2*  |       |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 32.1** |       |  | Certification by the Chairman, President and
    Chief Executive Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 32.2** |       |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



---



|  |                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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

117



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##### Table of Contents



(b) Reports on Form 8-K: Dole
filed a Current Report on Form 8-K dated November 21,
2003, disclosing that on November 21, 2003, Dole entered
into the Third Amendment to its March 28, 2003 Credit
Agreement.

118



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                        
| | -----------------------
| | DOLE FOOD COMPANY, INC.
| | Registrant             



| |     |                     
| | --- | --------------------
| | By: | /s/ DAVID H. MURDOCK

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

March 17, 2004


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints C.
Michael Carter and Richard J. Dahl, or any of them, as his true
and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Annual Report on Form 10-K, and to file
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or
could do in person, lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

|                                               |  |                                                                                            |  |               
|---------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --------------
|                                              
|/s/ DAVID H. MURDOCKDavid H. Murdock           |  | Chairman of the Board, President and
    Chief Executive Officer and Director              |  | March 17, 2004
|                                              
|/s/ RICHARD J. DAHLRichard J. Dahl             |  | Senior Vice President and Chief Financial Officer
    and Director                         |  | March 17, 2004
|                                              
|/s/ C. MICHAEL CARTERC. Michael Carter         |  | Senior Vice President, General Counsel and
    Corporate Secretary and Director            |  | March 17, 2004
|                                              
|/s/ SCOTT A. GRISWOLDScott A. Griswold         |  | Vice President, Acquisitions and Investments and
    Director                              |  | March 17, 2004
|                                              
|/s/ YOON J. HUGHYoon J. Hugh                   |  | Vice President, Controller and Chief Accounting
    Officer (Principal Accounting Officer) |  | March 17, 2004
|                                              
|/s/ ROBERTA WIEMANRoberta Wieman               |  | Vice President and Director                                                                |  | March 17, 2004
|                                              
|/s/ ANDREW J. CONRADAndrew J. Conrad           |  | Director                                                                                   |  | March 17, 2004
|                                              
|/s/ DAVID A. DELORENZODavid A. DeLorenzo       |  | Director                                                                                   |  | March 17, 2004
|                                              
|/s/ RICHARD M. FERRYRichard M. Ferry           |  | Director                                                                                   |  | March 17, 2004
|                                              
|/s/ DAVID H. MURDOCK, JR.David H. Murdock, Jr. |  | Director                                                                                   |  | March 17, 2004
|                                              
|/s/ JUSTIN MURDOCKJustin Murdock               |  | Director                                                                                   |  | March 17, 2004
|                                              
|/s/ EDWARD C. ROOHANEdward C. Roohan           |  | Director                                                                                   |  | March 17, 2004

119



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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                                |                                 |                                       |  |            |        |             |  |               |        |            |  |   |        |   |  |   |         |   |  |  
|Three Quarters Ended January 3,
    2004 |                                 |                                       |  |            |        |             |  |               |        |            |  |   |        |   |  |   |         |   |  |  
|                                         | Allowance for doubtful accounts |                                       |  |            |        |             |  |               |        |            |  |   |        |   |  |   |         |   |  |   |       
|                                         |                                 | Trade receivables                     |  | $          | 12,983 |             |  | $             | 15,229 |            |  | $ | 38,563 |   |  | $ | (13,305 | ) |  | $ | 53,470 | 
|                                         |                                 | 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 | 
|Year Ended December 29, 2001             |                                 |                                       |  |            |        |             |  |               |        |            |  |   |        |   |  |   |         |   |  |  
|                                         | Allowance for doubtful accounts |                                       |  |            |        |             |  |               |        |            |  |   |        |   |  |   |         |   |  |   |       
|                                         |                                 | Trade receivables                     |  |            | 50,499 |             |  |               | 13,454 |            |  |   | 177    |   |  |   | (10,002 | ) |  |   | 54,128 | 
|                                         |                                 | Notes and other current receivables   |  |            | 59,149 |             |  |               | 3,300  |            |  |   | 550    |   |  |   | (27,796 | ) |  |   | 35,203 | 
|                                         |                                 | Long-term notes and other receivables |  |            | 58,458 |             |  |               | 7,962  |            |  |   | 273    |   |  |   | (6,399  | ) |  |   | 60,294 | 



---

Note:



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

120



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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



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##### 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 8 7/8% 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 8 7/8% 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 7 1/4% 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
    7 1/4% 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  |       |  | Doles Stock Ownership Enhancement Program,
    as effective July 31, 1997 (incorporated by reference to
    Exhibit 10.4 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4,
    1997, File No. 1-4455).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10.6  |       |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10.7* |       |  | Schedule of executive officers having Form 1
    Change of Control Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10.8  |       |  | 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
|        |        |      
|        | 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, President and
    Chief Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.  
|        | 31.2*  |       |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act.
|        | 32.1** |       |  | Certification by the Chairman, President and
    Chief Executive Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.  
|        | 32.2** |       |  | Certification by the Senior Vice President and
    Chief Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act.



---



|  |                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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