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UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 1,
    2011oro

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

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

(IRS Employer
    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 RegisteredCommon Stock, $0.001 Par Value

New York Stock Exchange     Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
    None




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##### 





DOLE FOOD
    COMPANY, INC.FORM 10-K
    Fiscal Year Ended January 1, 2011
    TABLE OF CONTENTS
   
 Item NumberIn Form 10-K



PagePART I1.


Business


11A.


Risk Factors


101B.


Unresolved Staff Comments


192.


Properties


193.


Legal Proceedings


214.


Reserved


24PART II5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


246.


Selected Financial Data


267.


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


277A.


Quantitative and Qualitative Disclosures About
    Market Risk


478.


Financial Statements and Supplementary Data


519.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


1219A.


Controls and Procedures


1219B.


Other Information


121PART III10.


Directors, Executive Officers and Corporate
    Governance


12211.


Executive Compensation


12212.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


12213.


Certain Relationships and Related Transactions,
    Director Independence


12214.


Principal Accountant Fees and Services


122PART IV15.


Exhibits and Financial Statement Schedules


123Signatures


132EX-10.3EX-10.4EX-10.5EX-10.6EX-10.7EX-10.8EX-10.9EX-10.10EX-10.13EX-10.18EX-10.19EX-10.21EX-10.22EX-10.24EX-10.33EX-12EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   i




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PART I  Item 1.
    Business    (818) 879-6600.
      Overview
    ®
    Industry
   1




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®
    Competitive
    Strengths
    
    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 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 actively continue to leverage
    the DOLE brand through product extensions and new product
    introductions.
    Market Share Leader.  Our most significant
    products hold the number 1 or number 2 positions in their
    respective markets. We maintain number 1 market share positions
    in North American bananas, North American iceberg lettuce,
    celery, cauliflower, and packaged fruit products, including our
    FRUIT BOWLS, FRUIT BOWLS in Gel, Fruit Parfaits and fruit in
    plastic jars.
    Valuable Asset Base.  We are an asset rich
    company, which provides significant competitive advantages to
    our operations and value to our investors. In addition to the
    DOLE trademark, we have an impressive base of tangible assets.
    We own 117,000 acres of farms and other land holdings,
    including 25,400 acres of farmland in Oahu, Hawaii and
    approximately 2,600 acres of peach orchards in California.
    We have the largest dedicated refrigerated containerized fleet
    in the world, which, at year end, included 13,800 refrigerated
    containers, 11 owned and 17 chartered vessels. We intend to
    return six of the chartered vessels during 2011. We own and
    operate over 60 ripening and distribution centers in Europe and
    Asia. We own and operate over one million square feet of
    state-of-the-art vegetable processing facilities. Additionally,
    our packaged food business processes its product lines in over
    1.9 million square feet of owned manufacturing facilities. 2




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
    State-of-the-Art
    Infrastructure.  Our production, processing,
    transportation and distribution infrastructure is
    state-of-the-art,
    enabling us to efficiently deliver the highest quality and
    freshest product to our customers. The investments in our
    infrastructure, including farms, packing houses, manufacturing
    facilities and shipping assets, allow for continued growth in
    the near term. In addition, our market-leading logistics and
    distribution capabilities allow us to act as a preferred fresh
    and packaged food provider to leading global supermarkets and
    mass merchandisers.
    Refrigerated Supply Chain Management.  One of
    our strongest core competencies is our ability to produce,
    transport and deliver high-quality perishable products around
    the world. Dole quality starts right on the farm, and that
    quality is preserved and protected in our
    farm-to-customer
    refrigerated supply chain. Our worldwide network of cold
    storage  at the farm, on trucks, in containers, on
    ships and in our distribution centers in the worlds market
    places  provides a closed-loop cold storage supply
    chain that enables the worldwide transport of perishable
    products and is the key to Dole quality and shelf life.
    Low-Cost Production Capabilities.  Doles
    valuable asset base enables us to be a low cost producer in many
    of our major product lines, including bananas, North American
    fresh vegetables and packaged fruit products. Over the last
    several years we have undertaken various initiatives to achieve
    and maintain this low-cost position, including investing in
    automation within our manufacturing facilities as well as in our
    farms, and leveraging our global logistics infrastructure more
    efficiently. We intend to maintain these low-cost positions
    through a continued focus on operating efficiency.
    Diversity of Sourcing Locations.  We currently
    source our fresh fruits and vegetables from over 20 countries
    and distribute products in more than 90 countries. We are not
    dependent on any one country for the sourcing of our products.
    The diversity of our production sources reduces our risk from
    exposure to natural disasters and political disruptions in any
    one particular country.
    Strong Management Team.  Our management team
    has a demonstrated history of delivering strong operating
    results through disciplined execution.  Business
    Strategy
    
    Continue to Leverage our Strong Brand and Market Leadership
    Position.  Our most significant products hold
    number 1 or number 2 market positions in their respective
    markets. We intend to maintain those positions and continue to
    expand our leadership in new product areas as well as with new
    customers. We have a history of leveraging our strong brand to
    successfully enter, and in many cases become the largest player
    in value-added food categories. We intend to continue to
    evaluate and strategically introduce other branded products in
    the value-added sectors of our business.
    Focus on Value-Added Products.  We will
    continue to shift our product mix toward value-added food
    categories while maintaining and building on our key market
    leadership positions in commodity fruits and vegetables. For
    example, we have successfully increased our percentage of
    revenue from value-added products in our fresh vegetables and
    packaged foods businesses, where our packaged salad lines and
    FRUIT BOWL and other non-canned products now account for
    approximately 53% and 55% of those businesses respective
    revenues. Value-added food categories are growing at a faster
    rate than traditional commodity businesses and typically
    generate stronger margins. We plan to continue to address the
    growing demand for convenient and innovative products by
    investing in our higher margin, value-added food businesses.
    Focus on Improving Operating Efficiency and Cash
    Flow.  We intend to continue to focus on profit
    improvement initiatives and maximizing cash flow by:  
    Analyzing our current customer base and focusing on profitable
    relationships with strategically important customers;
    Leveraging our purchasing power to reduce our costs of raw
    materials;
    Focusing capital investments to improve productivity; 3




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
    Selling non-core assets; and
    Improving our balance sheet, thereby reducing interest expense.  
    Pursue Disciplined Growth.  We see significant
    opportunities for growth in all of our product lines and
    throughout the world. Annual increases in purchasing power,
    especially in the developing economies, will provide a natural
    demand for our products. In the United States, we expect
    category growth in both our packaged salads and frozen fruit
    businesses in line with the trends toward healthy eating. Our
    packaged foods division has a large pipeline of new products
    that will be introduced both nationally and internationally, and
    which are expected to gain solid distribution gains in the years
    ahead. Finally, we continue to look at acquisition possibilities
    worldwide as we grow our global footprint and further strengthen
    our leadership position.
    Promote Education through Dole Nutrition
    Institute.  We seek to play a leading role in
    nutrition education by promoting the health benefits of a
    plant-based diet. Given the importance of fruit and vegetable
    consumption in maintaining a healthy weight, nutrition education
    is key to addressing the global obesity epidemic. Every day new
    scientific research reveals ways in which fruits and vegetables
    help prevent and even reverse disease. Dole is committed to
    leading the way in expanding the knowledge, growing the foods,
    and marketing the products that will enable people to lead
    healthier, more vital lives.
    Encourage Corporate Social Responsibility.  Our
    approach to corporate social responsibility includes sustainable
    agricultural practices, community service, employee wellness,
    provision of social services and worker safety. Our practices
    demonstrate how the worlds leading provider of fruits and
    vegetables is an industry leader in respect for the environment,
    worker education and social contributions, among other aspects
    of corporate responsibility.  Business
    Segments
    Fresh
    Fruit
    Bananas
     4




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European
    Ripening and Distribution
    Fresh
    Pineapples
  ®
  Dole
    Chile
    Fresh
    Vegetables
  state-of-the-art
  Fresh-packed
    Vegetables
   5




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Value-Added
    Packaged
    Foods
          Discontinued
    Operations
   6




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Global
    Logistics
      Customers
    Sales and
    Marketing
    Competition
    Employees
   7




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Trademark
    Licenses
    Research
    and Development
  on-site
  Food
    Safety
      Environmental
    and Regulatory Matters
       8




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Legal
    Proceedings
  Form 10-K.
  Trade
    Issues
             9




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Seasonality
    Item 1A.
    Risk
    Factors RISK
    FACTORS  Form 10-K,
  Adverse
    weather conditions, natural disasters, crop disease, pests and
    other natural conditions can impose significant costs and losses
    on our business.
      Our
    business is highly competitive and we cannot assure you that we
    will maintain our current market share.
      
    Some of our competitors may have greater operating flexibility
    and, in certain cases, this may permit them to respond better or
    more quickly to changes in the industry or to introduce new
    products and packaging more quickly and with greater marketing
    support. 10




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
    Several of our packaged food product lines are sensitive to
    competition from national or regional brands, and many of our
    product lines compete with imports, private label products and
    fresh alternatives.
    We cannot predict the pricing or promotional actions of our
    competitors or whether those actions will have a negative effect
    on us.    Our
    earnings are sensitive to fluctuations in market prices and
    demand for our products.
        Our
    earnings are subject to seasonal variability.
    
    the seasonality of our supplies and consumer demand;
    the ability to process products during critical harvest
    periods; and
    the timing and effects of ripening and perishability.    Currency
    exchange fluctuations may impact the results of our
    operations.
  yen-to-U.S. dollar euro-to-U.S. dollar
 11




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Increases
    in commodity or raw product costs, such as fuel, paper, plastics
    and resins, could adversely affect our operating
    results.
        We face
    risks related to our former use of the pesticide DBCP.
    The use
    of herbicides and other potentially hazardous substances in our
    operations may lead to environmental damage and result in
    increased costs to us.
    The
    financing arrangements for the going-private merger transactions
    in 2003 may increase our exposure to tax
    liability.
   12




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We face
    other risks in connection with our international
    operations.
    
    foreign countries could change laws and 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 business, financial condition and
    results of operations;
    economic sanctions may be imposed on some countries, which could
    disrupt the markets for products we sell, even if we do not sell
    into the target country;
    in some countries, our operations are dependent on leases and
    other agreements; and
    economic downturns, political instability and war or civil
    disturbances may disrupt production and distribution logistics
    or limit sales in individual markets.    We may be
    required to pay significant penalties under European antitrust
    laws.
       13




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The
    global economic downturn could result in a decrease in our sales
    and revenue, which could adversely affect the results of our
    operations, and we cannot predict the extent or duration of
    these trends.
    Global
    capital and credit market issues could negatively affect our
    liquidity, increase our costs of borrowing and disrupt the
    operations of our suppliers and customers.
    The
    global economic downturn may have other impacts on participants
    in our industry, which cannot be fully predicted.
    Terrorism
    and the uncertainty of war may have a material adverse effect on
    our operating results.
    Our
    worldwide operations and products are highly regulated in the
    areas of food safety and protection of human health and the
    environment.
  day-to-day
 14




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We are
    subject to the risk of product contamination and product
    liability claims.
    We are
    subject to transportation risks.
    Events or
    rumors relating to the DOLE brand could significantly impact our
    business.
  and/or
  A portion
    of our workforce is unionized and labor disruptions could
    decrease our profitability.
   15




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Risks
    Relating to Our Indebtedness
  Our
    substantial indebtedness could adversely affect our operations,
    including our ability to perform our obligations under our debt
    obligations.
      
    make it more difficult for us to satisfy our obligations;
    limit our ability to borrow additional amounts in the future for
    working capital, capital expenditures, acquisitions, debt
    service requirements, execution of our growth strategy or other
    purposes or make such financing more costly;
    result in a triggering of customary cross-default and
    cross-acceleration provisions with respect to certain of our
    debt obligations if an event of default or acceleration occurs
    under one of our other debt 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 (beyond those assets currently
    classified as assets
    held-for-sale)
    to reduce indebtedness or influence our decisions about whether
    to do so;
    increase our vulnerability to competitive pressures and to
    general adverse economic and industry conditions, including
    fluctuations in market interest rates or a downturn in our
    business;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industries in which we operate;
    restrict us from making strategic acquisitions or pursuing
    business opportunities;
    place us at a disadvantage compared to our competitors that have
    relatively less indebtedness; and
    limit, along with the restrictive covenants in our credit
    facilities and senior note indentures, 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.  We may be
    unable to generate sufficient cash flow to service our debt
    obligations.
    
    economic and competitive conditions;
    changes in laws and regulations;
    operating difficulties, increased operating costs or pricing
    pressures we may experience; and
    delays in implementing any strategic projects.   16




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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 restrict our financial and operating
    flexibility and subject us to other risks.
    
    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 certain types of transactions with affiliates;
    place restrictions on the ability of restricted subsidiaries to
    make payments to us;
    merge, consolidate or transfer substantially all of our
    assets; and
    transfer and sell assets.     17




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Some of
    our debt, including the borrowings under our senior secured
    credit facilities, is based on variable rates of interest, which
    could result in higher interest expenses in the event of an
    increase in interest rates.
    Risks
    Relating to Our Common Stock
  We are a
    controlled company, controlled by David H. Murdock,
    whose interests in our business may be different from
    yours.
    The value
    of our common stock could be volatile.
    
    quarterly fluctuations in our operating results;
    changes in investors and analysts perception of the
    business risks and conditions of our business;
    our ability to meet the earnings estimates and other performance
    expectations of financial analysts or investors;
    unfavorable commentary or downgrades of our stock by equity
    research analysts;
    fluctuations in the stock prices of our peer companies or in
    stock markets in general; and
    general economic or political conditions.  Our
    charter documents contain provisions that may delay, defer or
    prevent a change of control.
    
    division of our Board of Directors into three classes, with each
    class serving a staggered three-year term;
    removal of directors by stockholders by a supermajority of
    two-thirds of the outstanding shares;
    ability of the Board of Directors to authorize the issuance of
    preferred stock in series without stockholder approval; 18




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
    advance notice requirements for stockholder proposals and
    nominations for election to the Board of Directors; and
    prohibitions on our stockholders from acting by written consent
    and limitations on calling special meetings.  Future
    sales of our common stock may lower our stock price.
      We do not
    anticipate paying any dividends for the foreseeable
    future.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    North
    America
    held-for-sale.
  state-of-the-art,
  held-for-sale.
 19




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Latin
    America
              Asia
           20




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Europe
      state-of-the-art,
  Item 3.
    Legal
    Proceedings    DBCP Cases:
     21




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22




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European Union Antitrust Inquiry:
          Honduran Tax Case:
  Former Shell Site:
 23




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Arbitration Settlement:
  Supplier Settlement:
  Item 4.
    Reserved PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


Low2010First quarter

$
12.47


$
10.85Second quarter


12.37



8.95Third quarter


11.51



8.64Fourth quarter


13.55



8.992009October 23, 2009 through January 2, 2010

$
12.50


$
11.37   Form 10-K.
 24




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Performance
    Graph
    
  10/23/2009



1/02/2010



1/01/2011Dole Food Company, Inc.


$
100.00



$
101.06



$
110.02S&P 500 Index


$
100.00



$
103.73



$
119.35S&P 500 Food Products Index


$
100.00



$
104.93



$
119.83   The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
 25




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Item 6.
    Selected
    Financial Data  Year


Year


Year


Year


YearEnded


Ended


Ended


Ended


EndedJanuary 1,


January 2,


January 3,


December 29,


December 30,2011


2010


2009


2007


2006(In millions, except per share data)Summary of OperationsRevenues,
    net(1)

$
6,893


$
6,779


$
7,620


$
6,821


$
5,991Operating income


194



352



275



149



136Income (loss) from continuing operations, net of income taxes


(34
)


85



147



(38
)


(40
)Income (loss) from discontinued operations, net of income taxes


1



2



(27
)


(16
)


(50
)Gain on disposal of discontinued operations, net of income taxes


3



1



3







3Net income (loss)


(30
)


88



123



(54
)


(87
)Less: Net income attributable to noncontrolling interests


(4
)


(4
)


(2
)


(3
)


(3
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.


(34
)


84



121



(57
)


(90
)Average common shares outstanding 
    Basic(3)


87



59



52



52



52Average common shares outstanding  Diluted(3)


87



59



52



52



52Per Share
    Data(3)Income (loss) from continuing operations  Basic

$
(0.39
)

$
1.45


$
2.84


$
(0.75
)

$
(0.75
)Income (loss) from continuing operations  Diluted

$
(0.39
)

$
1.45


$
2.84


$
(0.75
)

$
(0.75
)Balance Sheet and Other InformationWorking capital (current assets less current liabilities)

$
695


$
777


$
531


$
694


$
688Total assets


4,257



4,107



4,365



4,643



4,612Long-term debt


1,564



1,553



1,799



2,316



2,316Total debt


1,604



1,598



2,204



2,411



2,364Total shareholders
    equity(3)


817



866



433



355



366Cash dividends declared and paid to parent






15











164Proceeds from sales of assets and businesses, net


46



185
(2)


226



42



31Capital additions from continuing operations


100



51



74



104



115Depreciation and amortization from continuing operations


114



120



138



151



144       (1)
    
    During the fourth quarter of 2008,
    Dole completed the sale of its JP Fresh and Dole France ripening
    and distribution subsidiaries. These businesses generated
    revenues of $382 million, $480 million and
    $228 million during fiscal years 2008, 2007 and 2006,
    respectively.(2)
    
    Included in the 2009 proceeds from
    sales of assets and businesses, net was $26 million of
    long-term debt which was assumed by the buyer of Doles
    fresh-cut flowers business.(3)
    
    During the fourth quarter of 2009,
    Dole completed a $446 million initial public offering of
    35.7 million common shares. Dole received net proceeds of
    $415 million, reflecting $31 million of underwriting
    discount and offering expenses, and used the net proceeds to pay
    down indebtedness. Immediately prior to the closing of the
    initial public offering, Dole completed certain restructuring
    transactions. Fiscal years 2006 through 2009 basic weighted
    average common shares outstanding reflect the effect of the
    51,710:1 share conversion related to the restructuring
    transactions. 26




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K
  Overview
    
    Operating income in 2010 was $194 million compared to
    $352 million in 2009, a decrease of 45%. 2010 operating
    income included a net $5 million benefit due to asset sales
    and unrealized hedging gains, compared with a net
    $74 million benefit due to asset sales and unrealized
    hedging gains in 2009. Earnings decreased in our fresh fruit
    segment, partially offset by stronger results in our fresh
    vegetables and packaged foods segments.  
    Fresh fruit operating income decreased primarily as a result of
    lower banana performance worldwide as a result of higher fruit
    costs from Latin America, lower local pricing in Asia and the
    absence of 2009 asset sale gains. Operating income was also
    impacted by $33 million of charges related to restructuring
    and long-term receivables and a net $27.3 million gain on
    an arbitration settlement involving faulty containers sold to
    Dole.
    In the first quarter of 2011, pricing for bananas has improved
    in both Europe and Asia, and we have implemented a force majeure
    surcharge in North America. These improvements are moving the
    fresh fruit segment toward more normal levels of profitability
    in 2011.
    Fresh vegetables operating income increased significantly due to
    improved pricing, favorable product mix, lower product costs and
    higher volumes in our packaged salads business.
    Packaged foods operating income was slightly higher due to
    better performance of FRUIT
    BOWLS®

    and frozen fruit operations in North America and improved
    pricing for concentrate worldwide, partially offset by higher
    costs impacting our worldwide packaged fruit operations.  
    Cash flows provided from operating activities decreased
    $135 million to $148 million compared to
    $283 million in 2009. The change was primarily due to lower
    net income.
    Dole reduced its total net debt outstanding by $45 million
    during 2010. Total net debt is defined as total debt less cash
    and cash equivalents. Net debt at the end of 2010 was
    $1.43 billion. There were no borrowings outstanding under
    the asset based revolving credit facility (ABL
    revolver). Dole also reduced its interest expense by
    $42 million during 2010.
    Dole committed to a restructuring plan during the third quarter
    of 2010 in its fresh fruit segment in Europe, Latin America and
    Asia. These restructuring efforts are designed to reduce costs
    by realigning fruit supply with expected demand. As part of
    these initiatives, Dole restructured certain farming operations
    in Latin America and Asia, reorganized its European operations
    and rationalized vessel charters. During the third and fourth
    quarters of 2010, Dole incurred $21.3 million of
    restructuring costs related to these initiatives, of which
    $11.1 million was paid or will be paid in cash. Dole
    expects to continue restructuring operations beyond fiscal 2010.
    Related to these efforts, Dole expects to incur additional
    restructuring charges of $6.8 million and $0.4 million
    during fiscal 2011 and 2012, respectively. As a result of these
    various initiatives, beginning in fiscal 2011 Dole expects to
    realize annual cash savings in our fresh fruit segment of
    approximately $37 million. These savings are expected to
    result from lower production costs including 27




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##### Table of Contents



lower labor costs on our farms and in our ports, enhanced farm
    productivity, lower distribution costs resulting from more
    efficient utilization of our shipping fleet, and lower selling
    and general and administrative costs as a result of streamlining
    our organization in Europe.  
    There were also favorable developments in legal proceedings:  
    On July 15, 2010, the Los Angeles Superior Court dismissed
    Tellez v. Dole, the last remaining lawsuit brought
    in the United States by Nicaraguan plaintiffs claiming to have
    been banana workers on Dole-contracted farms in Nicaragua during
    the 1970s. The dismissal came as a result of the Courts
    finding that plaintiffs and their representatives engaged in
    blatant fraud, witness tampering, and active
    manipulation. In dismissing this lawsuit, the Court
    vacated the earlier $1.58 million judgment against Dole in
    favor of four of the 12 plaintiffs claiming sterility from DBCP
    exposure while allegedly working on Dole-contracted farms. On
    March 11, 2011, the Court issued a final Statement of
    Decision that vacates the judgment and dismisses all
    plaintiffs claims with prejudice.
    As discussed above, during the third quarter of 2010, Dole, as
    plaintiff, settled a dispute for $30 million that was the
    subject of an arbitration proceeding. The dispute involved
    faulty manufactured containers sold to Dole. The settlement
    payment was received by Dole during the third quarter of 2010.
    In connection with the settlement, Dole recorded a
    $2.7 million non-cash impairment charge related to obsolete
    containers during the third quarter of 2010.
    During the fourth quarter of 2010, Dole and a fresh vegetables
    supplier settled a dispute. Pursuant to the settlement, the
    supplier paid Dole $5.3 million during the fourth quarter.  Non-GAAP Financial
    Measures
    Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands)Net income (loss)

$
(30,166
)

$
88,033


$
122,849(Income) loss from discontinued operations, net of income taxes


(629
)


(1,639
)


27,391Gain on disposal of discontinued operations, net of income taxes


(2,957
)


(1,308
)


(3,315
)Interest expense


163,950



205,715



174,485Income taxes


13,394



22,684



(48,015
)EBIT


143,592



313,485



273,395Depreciation and amortization from continuing operations


114,239



119,572



137,660Net unrealized loss on derivative instruments


65,099



8,417



48,734Foreign currency exchange (gain) loss on vessel obligations


(2,677
)


6,326



(21,300
)Net unrealized (gain) loss on foreign denominated instruments


3,204



306



(1,882
)Debt retirement costs in connection with initial public offering






30,551



Gain on asset sales


(3,017
)


(61,257
)


(26,976
)Adjusted EBITDA

$
320,440


$
417,400


$
409,631    28




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##### Table of Contents



Results
    of Operations
    Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands)Revenues, net

$
6,892,614


$
6,778,521


$
7,619,952Operating income


193,674



351,746



274,618Other income (expense), net


(63,641
)


(24,727
)


(14,066
)Interest expense


(163,950
)


(205,715
)


(174,485
)Income taxes


(13,394
)


(22,684
)


48,015Earnings from equity method investments


7,364



10,100



6,388Net income (loss)


(30,166
)


88,033



122,849Less: Net income attributable to noncontrolling interests


(3,958
)


(3,948
)


(1,844
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.


(34,124
)


84,085



121,005   Revenues
   29




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##### Table of Contents



Operating
    Income
     30




---



##### Table of Contents



Other
    Income (Expense), Net
        Interest
    Expense
      Income
    Taxes
       31




---



##### Table of Contents



Internal Revenue Service Audit: 2002-2005
        Earnings
    from Equity Method Investments
       32




---



##### Table of Contents



Segment
    Results of Operations
        2010


2009


2008(In thousands)Revenues from external customers:Fresh fruit

$
4,715,468


$
4,710,924


$
5,401,145Fresh vegetables


1,055,066



1,024,526



1,086,888Packaged foods


1,121,417



1,041,853



1,130,791Corporate


663



1,218



1,128$
6,892,614


$
6,778,521


$
7,619,952EBIT:Fresh fruit

$
122,091


$
305,353


$
305,765Fresh vegetables


29,930



9,359



1,100Packaged foods


106,960



105,491



70,984Total operating segments


258,981



420,203



377,849Corporate:Unrealized loss on cross currency swap


(67,257
)


(21,051
)


(50,411
)Unrealized loss on foreign denominated instruments


(3,173
)


(612
)


(1,119
)Debt retirement costs in connection with initial public offering






(30,551
)


Operating and other expenses


(44,959
)


(54,504
)


(52,924
)Total Corporate


(115,389
)


(106,718
)


(104,454
)Interest expense


(163,950
)


(205,715
)


(174,485
)Income taxes


(13,394
)


(22,684
)


48,015Income (loss) from continuing operations, net of income taxes

$
(33,752
)

$
85,086


$
146,925   2010
    Compared with 2009
  Fresh Fruit:
 33




---



##### Table of Contents



2010


2009(In thousands)Fresh fruit products

$
121,985


$
248,583Charges for restructuring and long-term receivables


(32,748
)


Gain on arbitration settlement, net


27,271



Unrealized gain (loss) on foreign currency and fuel hedges


(47
)


11,924Foreign currency exchange gain (loss) on vessel obligations


2,677



(6,326
)Net unrealized gain (loss) on foreign denominated instruments


(64
)


8Gains on asset sales


3,017



51,164Total Fresh fruit EBIT

$
122,091


$
305,353     Fresh Vegetables:
    Packaged Foods: ®
 34




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##### Table of Contents



Corporate:
  2009
    Compared with 2008
  Fresh Fruit:
    2009


2008(In thousands)Fresh fruit products

$
248,583


$
255,670Unrealized gain (loss) on foreign currency and fuel hedges


11,924



(251
)Foreign currency exchange gain (loss) on vessel obligations


(6,326
)


21,300Net unrealized gain on foreign denominated instruments


8



3,583Gains on asset sales


51,164



25,463Total Fresh fruit EBIT

$
305,353


$
305,765    35




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##### Table of Contents



Fresh Vegetables:
    Packaged Foods:
    Corporate:
  Discontinued
    Operations
     36




---



##### Table of Contents



Fresh-Cut Flowers


Citrus


Total(In thousands)2010Revenues

$
1,347


$



$
1,347Income before income taxes

$
790


$



$
790Income taxes


(161
)






(161
)Income from discontinued operations, net of income taxes

$
629


$



$
629Gain on disposal of discontinued operations, net of income taxes

$
2,957


$



$
2,9572009Revenues

$
4,154


$



$
4,154Income before income taxes

$
1,160


$



$
1,160Income taxes


479







479Income from discontinued operations, net of income taxes

$
1,639


$



$
1,639Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$
1,3082008Revenues

$
106,919


$
5,567


$
112,486Loss before income taxes

$
(43,235
)

$
(1,408
)

$
(44,643
)Income taxes


16,936



316



17,252Loss from discontinued operations, net of income taxes

$
(26,299
)

$
(1,092
)

$
(27,391
)Gain on disposal of discontinued operations, net of income taxes

$



$
3,315


$
3,315   Fresh-Cut
    Flowers
  Compared with 2008:
 37




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##### Table of Contents



Liquidity
    and Capital Resources
      Payments Due by PeriodLess Than








After1 Year


1-2 Years


3-4 Years


4 Years


Total(In thousands)Contractual obligations:Fixed rate debt

$
888


$
159,125


$
230,814


$
315,680


$
706,507Variable rate debt


8,361



16,722



16,722



788,024



829,829Notes payable


31,922















31,922Capital lease obligations


3,021



6,793



6,523



43,215



59,552Cross currency swap


130,380















130,380Non-cancelable operating lease commitments


159,362



175,968



54,940



77,806



468,076Purchase obligations


784,505



809,797



222,391



63,446



1,880,139Minimum required pension funding


28,092



51,492



45,140



79,335



204,059Postretirement benefit payments


4,051



7,826



7,474



15,959



35,310Interest payments on fixed and variable rate debt


119,098



221,420



142,314



5,877



488,709Total contractual cash obligations

$
1,269,680


$
1,449,143


$
726,318


$
1,389,342


$
4,834,483   Short-Term Borrowings:
  Long-Term Debt:
  Capital Lease Obligations:
  Operating Lease Commitments:
    Cross Currency Swap:
 38




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##### Table of Contents



Purchase Obligations:
    Interest Payments on Fixed and Variable Rate
    Debt:
  Other Obligations and Commitments:
     39




---



##### Table of Contents



SOURCES AND
    USES OF CASH:
  2010


2009


2008(In thousands)Cash flow provided by (used in):Operating activities

$
147,639


$
282,952


$
44,563Investing activities


(69,917
)


84,405



141,142Financing activities


(29,371
)


(340,695
)


(185,520
)Foreign currency impact


2,126



2,179



(6,417
)Increase (decrease) in cash

$
50,477


$
28,841


$
(6,232
)   Overview
          Form 10-K.
 40




---



##### Table of Contents



Cash
    Flows from Operating Activities
    Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
    Dividends, Capital Contributions and Return of
    Capital:
  Recent
    Transactions Affecting Liquidity and Capital Resources
  March 2010 Refinancing Transactions:
     41




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##### Table of Contents



Guarantees,
    Contingencies and Debt Covenants
        Form 10-K,
          Critical
    Accounting Policies and Estimates
   42




---



##### Table of Contents



Grower Advances:
  Long-Lived Assets:
  1) Property, Plant and Equipment and Amortized
    Intangibles:
    2) Goodwill and Indefinite-Lived Intangible
    Assets: ®
 43




---



##### Table of Contents



Income Taxes:
    Income
    Taxes
 44




---



##### Table of Contents



Pension and Other Postretirement
    Benefits:
          Litigation:
 45




---



##### Table of Contents



Recently
    Adopted and Recently Issued Accounting Pronouncements
    Other
    Matters
  European Union (EU) Banana Import
    Regime:
            Derivative Instruments and Hedging
    Activities:
  Derivatives and Hedging
   46




---



##### Table of Contents



Year Ended January 1, 2011Foreign


Bunker


Cross


InterestCurrency


Fuel


Currency


RateHedges


Hedges


Swap


Swap


Total(In thousands)Fresh fruit

$
(1,129
)

$
1,082


$



$



$
(47
)Packaged foods


2,205















2,205Corporate










(67,257
)


12,266



(54,991
)$
1,076


$
1,082


$
(67,257
)

$
12,266


$
(52,833
)   Year Ended January 2, 2010Foreign


Bunker


Cross


InterestCurrency


Fuel


Currency


RateHedges


Hedges


Swap


Swap


Total(In thousands)Fresh fruit

$
7,843


$
4,081


$



$



$
11,924Packaged foods


710















710Corporate










(21,051
)






(21,051
)$
8,553


$
4,081


$
(21,051
)

$



$
(8,417
)   Year Ended January 3, 2009Foreign


Bunker


Cross


InterestCurrency


Fuel


Currency


RateHedges


Hedges


Swap


Swap


Total(In thousands)Fresh fruit

$
4,074


$
(4,325
)

$



$



$
(251
)Packaged foods


1,928















1,928Corporate










(50,411
)






(50,411
)$
6,002


$
(4,325
)

$
(50,411
)

$



$
(48,734
)     Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest Rate Risk:
 47




---



##### Table of Contents



Foreign Currency Exchange Risk:
     48




---



##### Table of Contents



Gross Notional


Fair Market Value


AverageValue Forwards


Assets (Liabilities)


Strike Price(In thousands)Foreign Currency Hedges(buy/sell):U.S. dollar/Japanese yen

$
207,707


$
(28,563
)


JPY 92.21U.S. dollar/Euro


101,570



250



EUR 1.34U.S. dollar/Canadian dollar


26,015



(151
)


CAD 1.01Thai Baht/U.S. dollar


104,140



6,801



THB 32.06Philippine Peso/U.S. dollar


87,655



7,563



PHP 47.16South African Rand/U.S. dollar


5,940



908



ZAR 8.72Total

$
533,027


$
(13,192
)       Commodity Sales Price Risk:
  Commodity Purchase Price Risk:
 49




---



##### Table of Contents



Counterparty Risk:
 50




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  I.  Index
    to Consolidated Financial Statements of Dole Food Company,
    Inc.
   
 Form 10-KPageAudited Financial Statements for the Three Years Ended
    January 1, 2011:Reports of Independent Registered Public
    Accounting Firm


52Consolidated Statements of Operations for the
    Years Ended January 1, 2011, January 2, 2010, and
    January 3, 2009


54Consolidated Balance Sheets as of January 1,
    2011 and January 2, 2010


55Consolidated Statements of Cash Flows for the
    Years Ended January 1, 2011, January 2, 2010 and
    January 3, 2009


56Consolidated Statements of Shareholders
    Equity for the Years Ended January 1, 2011, January 2,
    2010 and January 3, 2009


58Notes to Consolidated Financial Statements


59II.  Supplementary DataQuarterly Financial Information (Unaudited)


120   51




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Internal Control  Integrated Framework
  Deloitte &
    Touche LLP
     52




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control  Integrated Framework
    Deloitte &
    Touche LLP
    53




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS

For the
    Years Ended January 1, 2011, January 2, 2010 and
    January 3, 2009  2010


2009


2008(In thousands, except per share data)Revenues, net

$
6,892,614


$
6,778,521


$
7,619,952Cost of products sold


(6,202,864
)


(6,008,803
)


(6,862,892
)Gross margin


689,750



769,718



757,060Selling, marketing and general and administrative expenses


(498,866
)


(479,229
)


(509,418
)Charges for restructuring and long-term receivables (Note 6)


(32,748
)






Gain on legal settlements, net (Note 19)


32,521







Gain on asset sales (Note 9)


3,017



61,257



26,976Operating income


193,674



351,746



274,618Other income (expense), net


(63,641
)


(24,727
)


(14,066
)Debt retirement costs in connection with initial public offering
    (Note 3 and 12)






(30,551
)


Interest income


6,195



6,917



6,455Interest expense


(163,950
)


(205,715
)


(174,485
)Income (loss) from continuing operations before income taxes and
    equity earnings


(27,722
)


97,670



92,522Income taxes


(13,394
)


(22,684
)


48,015Earnings from equity method investments


7,364



10,100



6,388Income (loss) from continuing operations, net of income taxes


(33,752
)


85,086



146,925Income (loss) from discontinued operations, net of income taxes


629



1,639



(27,391
)Gain on disposal of discontinued operations, net of income taxes


2,957



1,308



3,315Net income (loss)


(30,166
)


88,033



122,849Less: Net income attributable to noncontrolling interests


(3,958
)


(3,948
)


(1,844
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.

$
(34,124
)

$
84,085


$
121,005Earnings per share  Basic and Diluted (Note 21):Income (loss) from continuing operations

$
(0.39
)

$
1.45


$
2.84Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.

$
(0.39
)

$
1.43


$
2.34    54




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    BALANCE SHEETS

As of
    January 1, 2011 and January 2, 2010  2010


2009(In thousands, except pershare data)ASSETSCash and cash equivalents

$
170,147


$
119,670Restricted cash and deposits


51,108



Receivables, net of allowances of $36,533 and $51,380,
    respectively


751,265



726,157Inventories


734,966



718,191Prepaid expenses and other assets


67,909



68,665Deferred income tax assets


36,810



8,496Assets
    held-for-sale
    (Note 9)


86,050



96,020Total current assets


1,898,255



1,737,199Restricted deposits (Note 17)






23,290Investments


87,914



85,004Property, plant and equipment, net of accumulated depreciation
    of $1,117,461 and $1,069,299, respectively


943,030



962,247Goodwill


407,247



407,247Intangible assets, net


701,081



705,853Other assets, net


219,463



186,183Total assets

$
4,256,990


$
4,107,023LIABILITIES AND EQUITYAccounts payable

$
521,330


$
474,399Accrued liabilities


642,481



440,840Current portion of long-term debt, net


7,348



8,017Notes payable


31,922



37,308Total current liabilities


1,203,081



960,564Long-term debt, net


1,564,325



1,552,680Deferred income tax liabilities


244,324



204,567Other long-term liabilities


428,476



523,233Commitments and contingencies (Notes 16 and 19)Shareholders equityPreferred stock  $0.001 par value;
    10,000 shares authorized, none issued or outstanding






Common stock  $0.001 par value;
    300,000 shares authorized, 88,611 and 88,233 shares
    issued and outstanding as of January 1, 2011 and
    January 2, 2010


89



88Additional paid-in capital


776,918



768,973Retained earnings


71,083



105,207Accumulated other comprehensive loss


(55,921
)


(35,293
)Equity attributable to shareholders of Dole Food Company
    Inc.


792,169



838,975Equity attributable to noncontrolling interests


24,615



27,004Total equity


816,784



865,979Total liabilities and equity

$
4,256,990


$
4,107,023    55




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS

For the
    Years Ended January 1, 2011, January 2, 2010 and
    January 3, 2009  2010


2009


2008(In thousands)Operating ActivitiesNet income (loss)

$
(30,166
)

$
88,033


$
122,849Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


114,239



119,572



138,828Net losses on financial instruments


66,366



17,030



25,086Share-based compensation expense


6,642



925



Asset write-offs and net (gain) loss on sale of assets


(4,117
)


(64,984
)


(50,751
)Impairment of discontinued operations


1,186







17,000Noncontrolling interests in discontinued operations and gain on
    disposal of discontinued operations, net of income taxes










12,760Earnings from equity method investments


(7,364
)


(10,100
)


(6,388
)Amortization of debt discounts and debt issuance costs


11,507



8,626



4,085Debt retirement costs in connection with initial public offering






30,551



Provision for long-term receivables


11,404







Write-off of debt issuance costs


4,650



5,601



Provision for deferred income taxes


3,958



1,391



(43,120
)Unrecognized tax benefits on federal income tax audit settlement
    (Note 7)










(60,906
)Pension and other postretirement benefit plan expense


23,437



14,321



21,656Other


225



(468
)


(128
)Changes in operating assets and liabilities, net of effects from
    acquisitions and dispositions:Receivables


(18,672
)


41,153



(37,073
)Inventories


(14,239
)


42,373



(59,243
)Prepaid expenses and other assets


(21,230
)


(34,275
)


(10,943
)Income taxes


(16,969
)


(253
)


27,641Accounts payable


37,846



(7,781
)


30,487Accrued liabilities


10,123



39,994



(45,856
)Other long-term liabilities


(31,187
)


(8,757
)


(41,421
)Cash flow provided by operating activities


147,639



282,952



44,563Investing ActivitiesCash received from sales of assets and businesses, net of cash
    disposed


45,891



159,564



226,483Capital expenditures


(87,402
)


(51,212
)


(85,096
)Restricted cash and deposits


(27,818
)


(23,290
)


Other


(588
)


(657
)


(245
)Cash flow provided by (used in) investing activities


(69,917
)


84,405



141,142Financing ActivitiesShort-term debt borrowings


57,535



37,918



94,943Short-term debt repayments


(76,341
)


(33,621
)


(132,266
)Long-term debt borrowings


923,370



1,294,712



1,348,050Long-term debt repayments


(913,973
)


(1,906,583
)


(1,482,800
)Payment of debt issuance costs


(17,000
)


(25,409
)


Payment of initial public offering costs


(1,004
)






Long-term debt repayment costs in connection with initial public
    offering






(18,028
)


Proceeds from initial public offering, net






416,698



Repayment of assumed Hotel and Wellness Center debt






(85,000
)


Dividends paid to parent






(15,000
)


Dividends paid to noncontrolling interests


(1,958
)


(6,382
)


(13,447
)Cash flow used in financing activities


(29,371
)


(340,695
)


(185,520
)Effect of foreign currency exchange rate changes on cash


2,126



2,179



(6,417
)Increase (decrease) in cash and cash equivalents


50,477



28,841



(6,232
)Cash and cash equivalents at beginning of period


119,670



90,829



97,061Cash and cash equivalents at end of period

$
170,147


$
119,670


$
90,829  56




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
 For the
    Years Ended January 1, 2011, January 2, 2010 and
    January 3, 2009
  Supplemental
    cash flow information
                     57




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY

For the
    Years Ended January 1, 2011, January 2, 2010 and
    January 3, 2009  Equity Attributable to Shareholders of Dole Food
    Company Inc.Accumulated OtherComprehensive Income (Loss)


EquityCommon





Additional


Retained


Pension & Other


Cumulative


Unrealized


Attributable toShares


Common


Paid-In


Earnings


Postretirement


Translation


Gains (Losses)


Noncontrolling


Total


ComprehensiveOutstanding


Stock


Capital


(Deficit)


Benefits


Adjustment


on Hedges


Interests


Equity


Income (Loss)(In thousands)Balance at December 29, 2007


51,710


$
51


$
409,856


$
(84,883
)

$
(26,752
)

$
42,261


$
(15,525
)

$
29,878


$
354,886Net income














121,005















1,844



122,849


$
122,849Business dispositions


















(1,628
)


2,378











750



750Noncontrolling interests in discontinued operations






























481



481



Noncontrolling interests gain on sale of discontinued operations






























12,279



12,279



Dividends paid






























(14,108
)


(14,108
)


Unrealized foreign currency translation and hedging losses, net
    of income taxes






















(17,452
)


(18,877
)


(19
)


(36,348
)


(36,348
)Reclassification of realized losses to net income


























5,272







5,272



5,272Change in employee benefits plans, net of income taxes


















(12,580
)














(12,580
)


(12,580
)Loss on sale of land to affiliate, net of income taxes










(226
)


















(96
)


(322
)


Balance at January 3, 2009


51,710


$
51


$
409,630


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
30,259


$
433,159


$
79,943Net income














84,085















3,948



88,033


$
88,033Initial public offering


35,715



36



415,084























415,120



Deemed assumption of Hotel and Wellness Center debt










(85,000
)






















(85,000
)


Transfer of land (and taxes related to the transfer) to
    affiliate entity










(5,956
)






















(5,956
)


Contribution of net deferred tax assets from DHM Holding
    Company, Inc.










33,794























33,794



Issuance of restricted stock


808



1



(1
)


























Share-based compensation










925























925



Change in noncontrolling interests






























(340
)


(340
)


Dividends paid














(15,000
)














(6,382
)


(21,382
)


Unrealized foreign currency translation and hedging
    gains(losses), net of income tax






















11,039



(3,593
)


16



7,462



7,462Reclassification of realized losses to net income, net of income
    taxes


























11,597







11,597



11,597Change in employee benefit plans, net of income taxes


















(11,433
)














(11,433
)


(11,433
)Contribution received from noncontrolling interest










497



















(497
)






Balance at January 2, 2010


88,233


$
88


$
768,973


$
105,207


$
(52,393
)

$
38,226


$
(21,126
)

$
27,004


$
865,979


$
95,659Net loss














(34,124
)














3,958



(30,166
)

$
(30,166
)Issuance of restricted stock


396



1



(1
)


























Cancellation of restricted stock


(18
)






(33
)






















(33
)


Share-based compensation










6,642























6,642



Transfer of land (and taxes related to the transfer) from
    affiliate entity










1,337























1,337



Dividends paid






























(1,958
)


(1,958
)


Liquidation of noncontrolling interests






























(314
)


(314
)


Non-cash distribution






























(4,078
)


(4,078
)


Unrealized foreign currency translation and hedging
    gains(losses), net of income tax






















3,841



(14,416
)


3



(10,572
)


(10,570
)Reclassification of realized losses to net income, net of income
    taxes


























9,390







9,390



9,390Change in employee benefit plans, net of income taxes


















(19,443
)














(19,443
)


(19,443
)Balance at January 1, 2011


88,611


$
89


$
776,918


$
71,083


$
(71,836
)

$
42,067


$
(26,152
)

$
24,615


$
816,784


$
(50,789
)    58




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.



NOTES TO
    CONSOLIDATED STATEMENTS  Note 1 
    Nature of
    Operations              Note 2 
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Basis of Consolidation:
  Annual Closing Date:
  Revenue Recognition:
  Sales Incentives: Revenue
    Recognition
 59




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Agricultural Costs:
  Shipping and Handling Costs:
  Value-Added Taxes:
  Marketing and Advertising Costs:
  Research and Development Costs:
  Income Taxes: Income
    Taxes
  Cash and Cash Equivalents:
  Grower Advances:
 60




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Credit Quality:
        Inventories: first-in,
  Investments:
  Property, Plant and Equipment:
  Goodwill and Intangibles:
 61




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Concentration of Credit Risk:
  Fair Value of Financial
    Instruments:
    Foreign Currency Exchange:
  Leases: Leases
 62




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Share-Based Compensation: Compensation  Stock Compensation
  Guarantees: Guarantees
  Workers Compensation and Loss
    Reserves 
  Use of Estimates:
  Recently
    Adopted Accounting Pronouncements
  No. 2009-17, Consolidations (ASC 810)  Improvements to
    Financial Reporting by Enterprises Involved with Variable
    Interest Entities 2009-17). 2009-17
  No. 2010-20, Receivables (ASC 310)  Disclosures about the
    Credit Quality of Financing Receivables and the Allowance for
    Credit Losses 2010-20). 2010-20
 63




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  2010-20
  Note 3 
    Initial
    Public Offering    Restructuring
         64




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
            Debt
    Reduction
     65




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Note 4 
    Other
    Income (Expense), Net    2010


2009


2008(In thousands)Unrealized loss on the cross currency swap

$
(67,257
)

$
(21,051
)

$
(50,411
)Realized gain on the cross currency swap


8,481



9,382



11,209Unrealized loss on foreign denominated borrowings


(2,421
)


(1,190
)


(1,119
)Realized gains (loss) on foreign denominated borrowings


527



(436
)


4,708Foreign currency exchange gain (loss) on vessel obligation


2,677



(6,326
)


21,300Write-off of debt issuance costs


(4,650
)


(5,601
)


(652
)Other


(998
)


495



899Other income (expense), net

$
(63,641
)

$
(24,727
)

$
(14,066
)     Note 5 
    Discontinued
    Operations   66




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Fresh-Cut Flowers


Citrus


Total(In thousands)2010Revenues

$
1,347


$



$
1,347Income before income taxes

$
790


$



$
790Income taxes


(161
)






(161
)Income from discontinued operations, net of income taxes

$
629


$



$
629Gain on disposal of discontinued operations, net of income taxes

$
2,957


$



$
2,9572009Revenues

$
4,154


$



$
4,154Income before income taxes

$
1,160


$



$
1,160Income taxes


479







479Income from discontinued operations, net of income taxes

$
1,639


$



$
1,639Gain on disposal of discontinued operations, net of income taxes

$
1,308


$



$
1,3082008Revenues

$
106,919


$
5,567


$
112,486Loss before income taxes

$
(43,235
)

$
(1,408
)

$
(44,643
)Income taxes


16,936



316



17,252Loss from discontinued operations, net of income taxes

$
(26,299
)

$
(1,092
)

$
(27,391
)Gain on disposal of discontinued operations, net of income taxes

$



$
3,315


$
3,315      67




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 6 
    Charges
    for Restructuring and Long-Term Receivables    Severance and other employee-related costs

$
6,668Contract termination and other costs


4,458Pension-related settlement charges


5,449Asset write-downs


4,769Restructuring


21,344Long-term receivables


11,404Total charges for restructuring and long-term receivables

$
32,748   Charges
    for Restructuring
          Balance as of








Balance as ofJune 19,








January 1,2010


Charges


Cash Payments


2011(In thousands)Severance and other employee-related costs

$



$
6,668


$
(4,576
)

$
2,092Contract termination and other costs






4,458



(903
)


3,555Total

$



$
11,126


$
(5,479
)

$
5,647  68




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    ExpectedPayments in


Payments inFiscal 2010


Fiscal 2011


Total(In thousands)Amounts accrued prior to the third quarter of 2010:Pension-related settlement charges

$
10,706


$
2,675


$
13,381Amounts accrued during the third and fourth quarter of 2010:Severance and other employee-related costs


4,576



2,092



6,668Contract termination and other costs


903



3,555



4,458Amounts to be accrued in future periods:Severance and other employee-related costs






1,980



1,980Contract termination and other costs






2,067



2,067Total

$
16,185


$
12,369


$
28,554     Charges
    for Long-Term Receivables
    Note 7 
    Income
    Taxes    2010


2009


2008(In thousands)CurrentFederal, state and local

$
1,809


$
308


$
835Foreign


17,216



24,684



22,75319,025



24,992



23,588DeferredFederal, state and local


4,032



(2,151
)


(16,218
)Foreign


(74
)


4,037



(3,723
)3,958



1,886



(19,941
)Non-current income tax expense (benefit)


(9,589
)


(4,194
)


(51,662
)$
13,394


$
22,684


$
(48,015
)    69




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      2010


2009


2008(In thousands)Expense (benefit) computed at U.S. federal statutory income tax
    rate of 35%

$
(9,702
)

$
34,185


$
32,383Foreign income taxed at different rates


24,535



(16,569
)


(40,236
)State and local income tax, net of federal income taxes


(323
)


(6,626
)


(8,467
)Valuation allowances


5,108



12,708



9,7872008 U.S. Appeals Settlement and other changes in liabilities
    for uncertain tax positions


(6,526
)


(4,036
)


(36,993
)Non-deductible goodwill, permanent items and other


302



3,022



(4,489
)Income tax expense (benefit)

$
13,394


$
22,684


$
(48,015
)     January 1,


January 2,2011


2010(In thousands)Intangibles

$
(296,944
)

$
(295,797
)Property, plant and equipment


(129,103
)


(127,054
)Investment and other asset basis differences


11,805



14,261Postretirement benefits


81,290



80,390Operating accruals


57,405



51,458Tax credit carryforwards


26,099



22,404Net operating loss and other carryforwards


187,919



176,361Valuation allowances


(195,066
)


(172,785
)Other, net


67,767



54,691$
(188,828
)

$
(196,071
)    70




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        January 1,


January 2,2011


2010(In thousands)Deferred tax assets

$
611,191


$
581,884Deferred tax asset valuation allowance


(195,066
)


(170,162
)416,125



411,722Deferred tax liabilities


(604,953
)


(607,793
)Net deferred tax liabilities

$
(188,828
)

$
(196,071
)Total net current deferred tax assets consist of:Net current deferred tax assets

$
36,810


$
46,655Net current deferred tax liabilities


(9,143
)


(38,159
)Total net current deferred tax assets


27,667



8,496Total net non-current deferred tax liabilities consist of:Net non-current deferred tax assets


27,829



365,066Net non-current deferred tax liabilities


(244,324
)


(569,633
)Total net non-current deferred tax liabilities


(216,495
)


(204,567
)Total net deferred tax liabilities

$
(188,828
)

$
(196,071
)     January 1,


January 2,


January 3,2011


2010


2009(In thousands)Unrecognized tax benefits  opening balance

$
109,308


$
115,868


$
204,421Gross increases  tax positions in prior period


4,807



15,444



14,361Gross decreases  tax positions in prior period


(1,746
)


(22,721
)


(346
)Gross increases  tax positions in current period


1,774



3,866



4,654Settlements*






(278
)


(105,139
)Lapse of statute of limitations


(7,723
)


(2,871
)


(2,083
)Unrecognized tax benefits  ending balance

$
106,420


$
109,308


$
115,868     *
    
    2008 activity includes $110 million reduction in gross
    unrecognized tax benefits due to the settlement of the federal
    income tax audit for the years 1995 to 2001 less a cash refund
    received of $6 million on this settlement plus various
    state and foreign audit settlements totaling approximately
    $1 million. 71




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
       non-U.S. income
  Income Tax Audits:
  Internal Revenue Service Audit: 2002-2005
    U.S. Legislation Enacted during
    2010:
 72




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 8 
    Details
    of Certain Assets and Liabilities    January 1,


January 2,2011


2010(In thousands)Receivables:Trade

$
596,879


$
609,269Notes and other


125,856



126,559Grower advances


41,272



38,260Unrealized hedging gain


19,456



3,243Income tax refund


4,335



206787,798



777,537Allowance for doubtful accounts


(36,533
)


(51,380
)$
751,265


$
726,157Inventories:Finished products

$
362,799


$
355,387Raw materials and work in progress


119,222



100,843Crop-growing costs


195,010



207,312Operating supplies and other


57,935



54,649$
734,966


$
718,191       January 1,


January 2,2011


2010(In thousands)Employee-related costs and benefits

$
138,584


$
101,142Amounts due to growers


78,495



83,561Marketing and advertising


78,070



70,534Shipping related costs


56,139



53,821Materials and supplies


35,954



35,604Interest


31,140



37,708Unrealized interest rate swap and hedging losses


42,371



247Unrealized cross currency swap


130,380



Other


51,348



58,223$
642,481


$
440,840  73




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    January 1,


January 2,2011


2010(In thousands)Accrued postretirement and other employee benefits

$
262,263


$
271,247Liability for unrecognized tax benefits


88,508



86,403Unrealized cross currency swap and interest rate swap losses






84,149Other


77,705



81,434$
428,476


$
523,233   Note 9 
    Assets
    Held-for-Sale  held-for-sale.
  held-for-sale
  Fresh-CutFlowersFresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-for-Sale(In thousands)Balance as of January 2, 2010

$
76,317


$
3,850


$
3,214


$
12,639


$
96,020Additions


5,296















5,296Reclassification






(3,251
)










(3,251
)Write-down














(1,186
)


(1,186
)Sales


(6,972
)










(3,857
)


(10,829
)Balance as of January 1, 2011

$
74,641


$
599


$
3,214


$
7,596


$
86,050   held-for-sale held-for-sale held-for-sale.
    Total fromFresh


Packaged


Continuing


DiscontinuedFresh Fruit


Vegetables


Foods


Operations


Operations


Total(In thousands)2010

$
3,017


$



$



$
3,017


$
4,143


$
7,1602009


51,164



9,185



908



61,257



1,308



62,5652008


25,463







1,513



26,976



3,315



30,291  74




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Total fromFresh


Packaged


Continuing


DiscontinuedFresh Fruit


Vegetables


Foods


Operations


Operations


Total(In thousands)2010

$
26,053


$



$



$
26,053


$
13,748


$
39,8012009


112,248



44,534



1,876



158,658



21,097



179,7552008


133,682







687



134,369



79,832



214,201   Fresh
    Fruit
  held-for-sale held-for-sale
  held-for-sale:
  held-for-sale
  Fresh
    Vegetables
  held-for-sale
  Packaged
    Foods
  held-for-sale
  Fresh-Cut
    Flowers  Discontinued Operation
  held-for-sale
   75




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Citrus 
    Discontinued Operations
    Note 10 
    Property,
    Plant and Equipment    January 1,


January 2,2011


2010(In thousands)Land and land improvements

$
482,368


$
521,045Buildings and leasehold improvements


409,382



398,650Machinery and equipment


830,415



798,787Vessels and containers


168,842



192,146Vessels and equipment under capital leases


90,196



91,593Construction in progress


79,288



29,3252,060,491



2,031,546Accumulated depreciation


(1,117,461
)


(1,069,299
)$
943,030


$
962,247     YearsLand improvements

3 to 40Buildings and leasehold improvements

3 to 50Machinery and equipment

3 to 35Vessels and containers

5 to 20Vessels and equipment under capital leases

Shorter of useful life
    or life of lease    76




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 11 
    Goodwill
    and Intangible Assets    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of January 3, 2009

$
274,723


$
71,206


$
60,611


$
406,540Acquisition of Distrifruit


6,207











6,207Disposal of box plant operations


(5,500
)










(5,500
)Balance as of January 2, 2010

$
275,430


$
71,206


$
60,611


$
407,247Balance as of January 1, 2011

$
275,430


$
71,206


$
60,611


$
407,247         January 1,


January 2,2011


2010(In thousands)Amortized intangible assets:Customer relationships

$
38,501


$
39,631Other amortized intangible assets


2,064



2,12640,565



41,757Accumulated amortization  customer relationships


(27,605
)


(23,989
)Other accumulated amortization


(1,494
)


(1,530
)Accumulated amortization  intangible assets


(29,099
)


(25,519
)Amortized intangible assets, net


11,466



16,238Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
701,081


$
705,853      77




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Fiscal Year

Amount2011

$
3,6772012

$
3,6772013

$
1,4982014

$
8422015

$
842   Intangibles  Goodwill and Other
    Note 12 
    Notes
    Payable and Long-Term Debt    January 1,


January 2,2011


2010(In thousands)Unsecured debt:8.875% notes due 2011






70,0008.75% debentures due 2013


155,000



155,000Secured debt:13.875% notes due 2014


227,437



227,4378% notes due 2016


315,000



315,000Revolving credit facility






Term loan facilities


829,829



739,216Contracts and notes, at a weighted average interest rate of 4.1%
    in 2010 (6% in 2009) through 2014


9,070



9,349Capital lease obligations, at a weighted average interest rate
    of 2.6% in 2010 (3.5% in 2009)


59,552



65,065Notes payable, at a weighted average interest rate of 3.5% in
    2010 (7.3% in 2009)


31,922



37,308Unamortized debt discount


(24,215
)


(20,370
)1,603,595



1,598,005Current maturities


(39,270
)


(45,325
)$
1,564,325


$
1,552,680  78




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Notes
    Payable
    2010
    Debt Refinancing
    Notes
    and Debentures
           79




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Term
    Loans and Revolving Credit Facility
          Capital
    Lease Obligations
    Covenants
   80




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Debt
    Issuance Costs
          Fair
    Value of Debt
   81




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    January 1, 2011


January 2, 2010Carrying


Estimated


Carrying


EstimatedValues


Fair Values


Values


Fair Values(In thousands)Secured and unsecured notes and debentures

$
680,674


$
774,873


$
747,067


$
824,412Term loans


822,377



844,351



739,216



743,836     Maturities
    of Notes Payable and Long-Term Debt
    Fiscal Year

Amount2011

$
39,2702012


10,1232013


162,3122014


237,2202015


10,095Thereafter


1,144,575Total

$
1,603,595   Other
    Note 13 
    Employee
    Benefit Plans         82




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Pension
    Protection Act of 2006 and Worker, Retiree, and Employer
    Recovery Act of 2008
      OPRB
    Plan Amendment
   83




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Obligations and Funded Status
  U.S. Pension Plans


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 1,


January 2,


January 1,


January 2,2011


2010


2011


2010


2011


2010(In thousands)Change in projected benefit obligation:Benefit obligation at beginning of period

$
296,675


$
267,062


$
95,512


$
94,822


$
42,133


$
40,025Service cost


197



166



5,988



6,306



82



143Interest cost


15,677



17,246



7,015



7,468



2,343



2,632Plan amendments










1,217



376







(739
)Foreign currency exchange rate changes










2,856



3,104







Actuarial (gain) loss


17,857



35,771



13,784



(1,002
)


1,289



3,707Divestitures














(2,550
)






Curtailments, settlements and terminations, net










(10,444
)










Benefits paid


(22,355
)


(23,570
)


(11,892
)


(13,012
)


(3,810
)


(3,635
)Benefit obligation at end of period

$
308,051


$
296,675


$
104,036


$
95,512


$
42,037


$
42,133Change in plan assets:Fair value of plan assets at beginning of period

$
182,692


$
165,533


$
4,428


$
3,924


$



$
Actual return on plan assets


20,302



32,748



587



376







Company contributions


14,016



7,981



21,601



13,012



3,810



3,635Foreign currency exchange rate changes










255



128







Benefits paid


(22,355
)


(23,570
)


(11,892
)


(13,012
)


(3,810
)


(3,635
)Settlements










(9,709
)Divestitures






















Fair value of plan assets at end of period

$
194,655


$
182,692


$
5,270


$
4,428


$



$
Funded status

$
(113,396
)

$
(113,983
)

$
(98,766
)

$
(91,084
)

$
(42,037
)

$
(42,133
)Amounts recognized in theConsolidated Balance Sheets:Current liabilities

$
(2,515
)

$
(2,481
)

$
(7,595
)

$
(6,823
)

$
(4,051
)

$
(4,118
)Long-term liabilities


(110,881
)


(111,502
)


(91,171
)


(84,261
)


(37,986
)


(38,015
)$
(113,396
)

$
(113,983
)

$
(98,766
)

$
(91,084
)

$
(42,037
)

$
(42,133
)       U.S. Pension Plans


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 1,


January 2,


January 1,


January 2,2011


2010


2011


2010


2011


2010(In thousands)Net actuarial loss (gain)

$
104,090


$
94,032


$
12,980


$
7,621


$
(2,798
)

$
(4,123
)Prior service cost (benefit)










3,989



3,766



(19,231
)


(22,755
)Net transition obligation










6



33







Income taxes


(35,709
)


(35,709
)


(1,696
)


(677
)


10,205



10,205Total

$
68,381


$
58,323


$
15,279


$
10,743


$
(11,824
)

$
(16,673
)  84




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    January 1,


January 2,2011


2010(In thousands)Projected benefit obligation

$
412,087


$
392,187Accumulated benefit obligation

$
386,129


$
366,445Fair value of plan assets

$
199,925


$
187,120   Components
    of Net Periodic Benefit Cost and Other Changes Recognized in
    Other Comprehensive Loss
    U.S. Pension Plans


International Pension PlansYear


Year


Year


Year


Year


YearEnded


Ended


Ended


Ended


Ended


EndedJanuary 1,


January 2,


January 3,


January 1,


January 2,


January 3,2011


2010


2009


2011


2010


2009(In thousands)Components of net periodic benefit cost:Service cost

$
197


$
166


$
149


$
5,988


$
6,306


$
7,069Interest cost


15,677



17,246



18,481



7,015



7,468



10,314Expected return on plan assets


(16,356
)


(16,892
)


(18,139
)


(454
)


(428
)


(2,378
)Amortization of:Unrecognized net loss


3,853



268



1,485



463



569



493Unrecognized prior service cost










1



697



333



79Unrecognized net transition obligation














25



49



59Curtailments, settlements and terminations, net














2,099



458



918Restructuring related settlements














5,449







$
3,371


$
788


$
1,977


$
21,282


$
14,755


$
16,554Other changes recognized in other comprehensive loss:Net loss (gain)

$
13,911


$
19,916


$
33,115


$
13,597


$
(855
)

$
3,030Prior service cost














1,217



376



3,449Amortization of:Net loss (gain)


(3,853
)


(268
)


(1,485
)


(8,415
)


(3,176
)


698Prior service cost










(1
)


(1,028
)


(333
)


(79
)Transition obligation














(25
)


(49
)


(59
)Foreign currency adjustment














209



66



(159
)Income taxes






(7,815
)


(11,860
)


(1,019
)


(93
)


(376
)Total recognized in other comprehensive loss

$
10,058


$
11,833


$
19,769


$
4,536


$
(4,064
)

$
6,504Total recognized in net periodic benefit cost and other
    comprehensive loss, net of income taxes

$
13,429


$
12,621


$
21,746


$
25,818


$
10,691


$
23,058   85




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  OPRB PlansYear


Year


YearEnded


Ended


EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands)Components of net periodic benefit cost:Service cost

$
82


$
143


$
284Interest cost


2,343



2,632



3,921Amortization of:Net loss (gain)


(117
)


(506
)


(8
)Prior service benefit


(3,524
)


(3,491
)


(914
)Curtailments, settlements and terminations, net










(158
)$
(1,216
)

$
(1,222
)

$
3,125Other changes recognized in other comprehensive loss:Net loss (gain)

$
1,208


$
3,461


$
(1,963
)Prior service benefit






(739
)


(20,960
)Amortization of:Net loss (gain)


117



506



8Prior service benefit


3,524



3,491



914Income taxes






(3,055
)


9,936Total recognized in other comprehensive loss

$
4,849


$
3,664


$
(12,065
)Total recognized in net periodic benefit cost and other
    comprehensive loss, net of income taxes

$
3,633


$
2,442


$
(8,940
)     Assumptions
    U.S. Pension


InternationalPlans


Pension Plans


OPRB Plans2010


2009


2010


2009


2010


2009Discount rate


5.00
%


5.50
%


7.06
%


7.70
%


5.22
%


5.85
%Rate of compensation increase










5.24
%


5.37
%






     U.S. Pension Plans


International Pension Plans


OPRB Plans2010


2009


2008


2010


2009


2008


2010


2009


2008Discount rate


5.50
%


6.75
%


6.25
%


7.70
%


8.30
%


8.47
%


5.85
%


7.03
%


6.44
%Compensation increase






2.50
%


2.50
%


5.37
%


6.00
%


5.85
%










Rate of return on plan assets


8.00
%


8.00
%


8.00
%


10.00
%


10.00
%


7.70
%










  86




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      2011


2010Health care costs trend rate assumed for next year


7.5
%


8.0
%Rate of increase to which the cost of benefits is assumed to
    decline (the ultimate trend rate)


5.0
%


5.0
%Year that the rate reaches the ultimate trend rate


2016



2016       One-Percentage-Point


One-Percentage-PointIncrease


Decrease(In thousands)Increase (decrease) in service and interest cost

$
103


$
(90
)Increase (decrease) in postretirement benefit obligation

$
2,016


$
(1,743
)   Plan
    Assets
    TargetAsset Class

AllocationFixed income securities


40
%Equity securities


55
%Private equity and venture capital funds


5
%     Plan Assets atJanuary 1,


January 2,Asset Class

2011


2010Fixed income securities


41
%


47
%Equity securities


55
%


52
%Private equity and venture capital funds


4
%


1
%Total


100
%


100
%    87




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
          Plan
    Contributions and Estimated Future Benefit
    Payments
      InternationalU.S. Pension


PensionFiscal Year

Plans


Plans


OPRB Plans(In thousands)2011

$
23,402


$
10,227


$
4,0512012


23,271



9,578



3,9452013


22,701



9,261



3,8812014


22,330



10,416



3,7962015


22,099



10,579



3,6782016-2020


106,396



54,777



15,959Total

$
220,199


$
104,838


$
35,310   Defined
    Contribution Plans
   88




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Multi-Employer
    Plans
    Note 14 
    Shareholders
    Equity    Dividends
    Initial
    Public Offering
      Comprehensive
    Income (Loss)
   89




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 15 
    Business
    Segments          Results
    of Operations:
  2010


2009


2008(In thousands)Revenues from external customers:Fresh fruit

$
4,715,468


$
4,710,924


$
5,401,145Fresh vegetables


1,055,066



1,024,526



1,086,888Packaged foods


1,121,417



1,041,853



1,130,791Corporate


663



1,218



1,128$
6,892,614


$
6,778,521


$
7,619,952EBIT:Fresh fruit

$
122,091


$
305,353


$
305,765Fresh vegetables


29,930



9,359



1,100Packaged foods


106,960



105,491



70,984Total operating segments


258,981



420,203



377,849Corporate:Unrealized loss on cross currency swap


(67,257
)


(21,051
)


(50,411
)Unrealized loss on foreign denominated instruments


(3,173
)


(612
)


(1,119
)Debt retirement costs in connection with initial public offering






(30,551
)


Operating and other expenses


(44,959
)


(54,504
)


(52,924
)Total Corporate


(115,389
)


(106,718
)


(104,454
)Interest expense


(163,950
)


(205,715
)


(174,485
)Income taxes


(13,394
)


(22,684
)


48,015Income (loss) from continuing operations, net of income taxes

$
(33,752
)

$
85,086


$
146,925    90




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Financial
    Position:
  January 1,


January 2,


January 3,2011


2010


2009(In thousands)Total assets:Fresh fruit

$
2,149,345


$
2,165,234


$
2,322,899Fresh vegetables


403,252



396,449



460,221Packaged foods


678,929



645,349



686,801Total operating segments


3,231,526



3,207,032



3,469,921Corporate


1,017,868



887,352



832,709Fresh-cut flowers  discontinued operations


7,596



12,639



61,989$
4,256,990


$
4,107,023


$
4,364,619     2010


2009


2008(In thousands)Depreciation and amortization:Fresh fruit

$
69,057


$
74,437


$
90,289Fresh vegetables


20,908



19,869



19,420Packaged foods


22,172



22,898



25,419Total operating segments


112,137



117,204



135,128Corporate


2,102



2,368



2,532Discontinued operations










1,168$
114,239


$
119,572


$
138,828Capital additions:Fresh fruit

$
41,951


$
26,757


$
44,381Fresh vegetables


22,387



11,762



9,152Packaged foods


34,877



10,304



20,111Total operating segments


99,215



48,823



73,644Corporate


643



1,914



255Discontinued operations










3,016$
99,858


$
50,737


$
76,915  91




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    2010


2009


2008(In thousands)Revenues from external customers:United States

$
2,853,927


$
2,831,296


$
2,982,968Japan


745,251



793,539



723,195Sweden


469,929



456,512



564,499Germany


481,611



447,961



551,555Canada


344,070



311,070



287,758United Kingdom


71,800



57,449



242,258Other Euro zone countries


740,561



743,851



944,470Other international


1,185,465



1,136,843



1,323,249$
6,892,614


$
6,778,521


$
7,619,952     January 1,


January 2,


January 3,2011


2010


2009(In thousands)Tangible long-lived assets:United States

$
504,241


$
494,178


$
480,000Oceangoing assets


92,929



131,535



134,681Philippines


156,542



153,200



144,114Costa Rica


79,687



83,299



96,916Honduras


73,780



74,682



79,298Chile


25,878



25,869



48,647Ecuador


55,221



57,838



64,426Other international


157,790



144,684



140,487$
1,146,068


$
1,165,285


$
1,188,569   Note 16 
    Operating
    Leases and Other Commitments     92




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Fiscal Year

Amount2011

$
159,3622012


94,6802013


81,2882014


34,5202015


20,420Thereafter


77,806Total

$
468,076         Fiscal Year

Amount2011

$
588,7942012


281,7242013


217,6512014


153,6242015


68,767Thereafter


63,446Total

$
1,374,006       Fiscal Year

Amount2011

$
195,7112012


195,7112013


114,711Total

$
506,133  93




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Note 17 
    Derivative
    Financial Instruments    Cash
    Flow Hedges
  Derivatives and Hedging
    Interest
    Rate Swap, Cross Currency Swap and Restricted
    Deposits
       94




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        AverageStrike

NotionalPrice

Amount(In thousands)Derivatives designated as cash flow hedging instruments:Foreign currency hedges (buy/sell):U.S. dollar/Japanese yen

JPY 92.21

$
207,707U.S. dollar/Euro

EUR 1.34


101,570U.S. dollar/Canadian dollar

CAD 1.01


26,015Thai Baht/ U.S. dollar

THB 32.06


104,140Philippine Peso/ U.S. dollar

PHP 47.16


87,655Derivatives not designated as hedging instruments:Foreign currency hedges (buy/sell):South African Rand/U.S. Dollar

ZAR 8.72


5,940Cross currency swap




320,000Interest rate swap




320,000Bunker fuel hedges

$453


35,000(per metric ton)


(metric tons
)   95




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Derivative Assets(Liabilities) Fair ValueJanuary 1,


January 2,Balance Sheet Classification

2011


2010(In thousands)Derivatives designated as cash flow hedging instruments:Foreign currency exchange contracts

Receivables, net

$
16,961


$
Accrued liabilities


(31,061
)


Other long-termInterest rate swap

liabilities






(20,560
)Total derivatives designated as cash flow hedging instruments




(14,100
)


(20,560
)Derivatives not designated as hedging instruments:Foreign currency exchange contracts

Receivables, net


908



2,738Accrued liabilities






(247
)Cross currency swap

Receivables, net


1,584



2,049Cross currency swap

Accrued liabilities


(130,380
)


(63,589
)Interest rate swap

Accrued liabilities


(11,310
)


Bunker fuel hedges

Receivables, net


1,587



505Total derivatives not designated as hedging instruments




(137,611
)


(58,544
)Total



$
(151,711
)

$
(79,104
)       Gains (Losses)Recognized in Incomedue to HedgeIneffectivenessGains (Losses)


or Amounts ExcludedGains (Losses) Recognized in




Reclassified


from EffectivenessAOCI During




into Income During


Testing DuringYear Ended


Classification in

Year Ended


Year EndedJanuary 1,


January 2,


Statement of

January 1,


January 2,


January 1,


January 2,2011


2010


Operations

2011


2010


2011


2010(In thousands)Interest rate swap

$
680


$
(3,593
)

Interest expense

$
(13,802
)

$
(11,597
)

$



$
Foreign currency hedges


(13,416
)





Cost of products sold


4,365







3,507



    96




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Unrealized Gains (Losses)Classification in

January 1,


January 2,


January 3,Statement of Operations

2011


2010


2009(In thousands)Foreign currency exchange contracts

Cost of products sold

$
908


$
8,553


$
6,002Bunker fuel contracts

Cost of products sold


1,082



4,081



(4,325
)Cross currency swap

Other income (expense), net


(67,257
)


(21,051
)


(50,411
)Interest rate swap

Interest expense


12,266







Total



$
(53,001
)

$
(8,417
)

$
(48,734
)   Realized Gains (Losses)Classification in

January 1,


January 2,


January 3,Statement of Operations

2011


2010


2009(In thousands)Foreign currency exchange contracts

Cost of products sold

$
(79
)

$
(1,854
)

$
(11,255
)Bunker fuel contracts

Cost of products sold


274



349



678Cross currency swap

Other income (expense), net


8,481



9,382



11,209Interest rate swap

Interest expense


(12,440
)






Total



$
(3,764
)

$
7,877


$
632   Note 18 
    Fair
    Value Measurements    Fair Value
    Measurements and Disclosures
       97




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Fair Value Measurements at


Fair Value Measurements atJanuary 1, 2011


January 2, 2010Significant





SignificantOther Observable





Other ObservableInputs





InputsTotal


(Level 2)


Total


(Level 2)(In thousands)Assets:Foreign currency exchange contracts

$
17,869


$
17,869


$
2,738


$
2,738Bunker fuel contracts


1,587



1,587



505



505$
19,456


$
19,456


$
3,243


$
3,243Liabilities:Foreign currency exchange contracts

$
31,061


$
31,061


$
247


$
247Interest rate swap


11,310



11,310



20,560



20,560Cross currency swap, net


128,796



128,796



64,540



64,540$
171,167


$
171,167


$
85,347


$
85,347       Fair ValueMeasurements atReporting DateUsing SignificantUnobservableJanuary 2,

Inputs2010

(Level 3)(In thousands)Distrifruit net assets

$
10,037


$
10,037    98




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Credit
    Risk
   99




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Fair
    Value of Retirement Plan Assets
    Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable


Unobservable


January 1,(Level 1)


Inputs (Level 2)


Inputs (Level 3)


2011(In thousands)Cash and cash equivalents

$
421


$



$



$
421U.S. government securities


9,856



11,925







21,781Foreign government/state/municipal securities






608







608Corporate debt instruments






16,887







16,887Common stock


905











905Interest in registered investment companies


38,983











38,983Common collective trusts






99,378



1,652



101,030Interests in limited partnerships










4



4Interest in
    103-12
    investment companies










14,534



14,534Unallocated annuity contracts










10,762



10,762Preferred stock and other






642







642Due to broker for investments, net


(147
)


(6,485
)






(6,632
)Total

$
50,018


$
122,955


$
26,952


$
199,925   100




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable


Unobservable


January 2,(Level 1)


Inputs (Level 2)


Inputs (Level 3)


2010(In thousands)Cash and cash equivalents

$
149


$



$



$
149U.S. government securities


5,433



10,238







15,671Foreign government/state/municipal securities






2,603







2,603Corporate debt instruments






21,362







21,362Common stock


355











355Interest in registered investment companies


39,424











39,424Common collective trusts






83,818



1,849



85,667Interests in limited partnerships










28



28Interest in
    103-12
    investment companies










11,666



11,666Unallocated annuity contracts










10,420



10,420Preferred stock and other


52



1,092







1,144Due to (from) broker for investments, net






(1,369
)






(1,369
)Total

$
45,413


$
117,744


$
23,963


$
187,120     Fair Value Measurements Using significant Unobservable Inputs
    (Level 3)Interest inCommon


Interest in


Unallocated


103-12Collective


Limited


Annuity


InvestmentTrusts


Trusts


Contracts


Companies


Total(In thousands)Beginning balance  January 3, 2009

$
2,362


$
103


$
10,153


$
6,158


$
18,776Net realized and unrealized gains/(losses)


(515
)


(75
)


(78
)


5,586



4,918Net purchases, issuances and settlements


2







345



(78
)


269Net transfer in or (out) of Level 3


















Beginning balance  January 2, 2010

$
1,849


$
28


$
10,420


$
11,666


$
23,963Net realized and unrealized gains/(losses)


19



10



(3
)


2,982



3,008Net purchases, issuances and settlements


(216
)


(34
)


345



(114
)


(19
)Net transfer in or (out) of Level 3


















Ending balance  January 1, 2011

$
1,652


$
4


$
10,762


$
14,534


$
26,952   Note 19 
    Contingencies   101




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
          DBCP Cases:
     102




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
               103




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        European Union Antitrust Inquiry:
          Honduran Tax Case:
 104




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Former Shell Site:
  Arbitration Settlement:
  Supplier Settlement:
  Note 20 
    Related
    Party Transactions  inter alia,
      50-50
 105




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Note 21 
    Earnings
    Per Share  Fiscal Year EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands, except per share amounts)Income (loss) from continuing operations

$
(33,752
)

$
85,086


$
146,925Income (loss) from discontinued operations


629



1,639



(27,391
)Gain on disposal of discontinued operations


2,957



1,308



3,315Less: Net income attributable to noncontrolling interests


(3,958
)


(3,948
)


(1,844
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.

$
(34,124
)

$
84,085


$
121,005Weighted average common shares outstanding 
    Basic(1)


87,451



58,775



51,710Diluted effects of stock incentive plan










Weighted average common shares outstanding  Diluted


87,451



58,775



51,710Earnings Per Share Basic and Diluted:Income (loss) from continuing operations

$
(0.39
)

$
1.45


$
2.84Income (loss) from discontinued operations


0.01



0.03



(0.53
)Gain on disposal of discontinued operations


0.03



0.02



0.06Less: Net income attributable to noncontrolling interests


(0.04
)


(0.07
)


(0.03
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.

$
(0.39
)

$
1.43


$
2.34     (1)
    
    Basic weighted average common shares outstanding reflect the
    effect of the 51,710:1 share conversion related to the
    restructuring transactions in connection with the IPO (see
    Note 3 for further information). 106




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
     Note 22 
    Share-Based
    Compensation      2010


2009(In thousands)Cost of products sold

$
41


$
76Selling, marketing and general administrative expenses


6,601



849Total share-based compensation


6,642



925Estimated income tax benefit included in provision for income
    taxes






(274
)Total share-based compensation, net of estimated income tax
    benefits

$
6,642


$
651    107




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Stock
    Options
    Weighted-


AggregateShares


Weighted-


Average


IntrinsicUnder Option


Average


Remaining


Value(In thousands)


Exercise Price


Contractual Life


(In thousands)Outstanding at January 2, 2010


1,395


$
12.50



9.81 years


$
Granted


1,123


$
9.74Exercised






Cancelled






Outstanding at January 1, 2011


2,518


$
11.27



9.30 years


$
5,642Expected to vest in the future at January 1, 2011


1,957


$
11.00



9.41 years


$
4,920Exercisable at January 1, 2011


465


$
12.50



8.80 years


$
470       2010


2009Expected life (in years)


6.0



6.0Risk-free interest rate


1.9
%


3.0
%Expected volatility


44.2
%


42.7
%Dividend yield






  108




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Restricted
    Stock Awards
    Weighted-Weighted


AverageAverage


RemainingShares


Grant Date


Contractual(In thousands)


Fair Value


LifeUnvested at January 2, 2010


808


$
12.50



2.81 yearsGranted


396


$
9.74Vested


(151
)

$
12.50Cancelled


(15
)

$
12.50Unvested at January 1, 2011


1,038


$
11.45



2.05 yearsExpected to vest in the future at January 1, 2011


990


$
11.45



2.04 years     Restricted
    Stock Units
    Weighted


WeightedAverage


AverageShares


Grant Date


Remaining(In thousands)


Fair value


Contractual LifeUnvested at January 2, 2010


35


$
12.50



2.81 yearsGranted


63


$
9.74Vested






Cancelled






Unvested at January 1, 2011


98


$
10.73



2.52 yearsExpected to vest in the future at January 1, 2011


93


$
10.73



2.52 years     Performance
    Shares
   109




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 23 
    Equity
    Method Investments      Summarized Statement of Operations information for fiscal
    year

2010


2009


2008(In thousands)Revenues, net

$
1,183,877


$
1,157,173


$
1,193,258Gross margin


424,397



484,460



625,929Operating income


35,095



48,497



32,942Net income


19,444



28,956



17,730   January 1,


January 2,Summarized Balance Sheet information

2011


2010(In thousands)Current assets

$
441,281


$
298,121Noncurrent assets


242,142



361,882Total assets


683,423



660,003Current liabilities


217,726



160,464Noncurrent liabilities


230,955



263,072Total liabilities


448,681



423,536Shareholders equity


223,526



229,159Equity attributable to noncontrolling interests


11,216



7,308Total shareholders equity


234,742



236,467Doles total equity method investments


87,343



84,358     Note
    24 
    Subsequent
    Event    Note 25 
    Guarantor
    Financial Information   110




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
     111




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS
  For the
    Year Ended January 1, 2011
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
88,283


$
3,089,675


$
5,174,650


$
(1,459,994
)

$
6,892,614Cost of products sold


(74,744
)


(2,725,871
)


(4,849,178
)


1,446,929



(6,202,864
)Gross margin


13,539



363,804



325,472



(13,065
)


689,750Selling, marketing and general and administrative expenses


(50,459
)


(224,065
)


(237,407
)


13,065



(498,866
)Charges for restructuring and long-term receivables










(32,748
)






(32,748
)Gain on arbitration settlement, net






5,250



27,271







32,521Gain on asset sales


676







2,341







3,017Operating income (loss)


(36,244
)


144,989



84,929







193,674Equity in subsidiary income


57,166



(48,220
)






(8,946
)


Other income (expense), net


(1,825
)






(61,816
)






(63,641
)Interest income


1,236



251



4,708







6,195Interest expense


(100,768
)


(105
)


(63,077
)






(163,950
)Income (loss) from continuing operations before income taxes and
    equity earnings


(80,435
)


96,915



(35,256
)


(8,946
)


(27,722
)Income taxes


46,311



(41,608
)


(18,097
)






(13,394
)Earnings from equity method investments






211



7,153







7,364Income (loss) from continuing operations, net of income taxes


(34,124
)


55,518



(46,200
)


(8,946
)


(33,752
)Income from discontinued operations, net of income taxes










629







629Gain on disposal of discontinued operations, net of income taxes










2,957







2,957Net income (loss)


(34,124
)


55,518



(42,614
)


(8,946
)


(30,166
)Less: Net income attributable to noncontrolling interests










(3,958
)






(3,958
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.

$
(34,124
)

$
55,518


$
(46,572
)

$
(8,946
)

$
(34,124
)  112




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS
  For the
    Year Ended January 2, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
72,497


$
3,049,156


$
5,121,149


$
(1,464,281
)

$
6,778,521Cost of products sold


(60,388
)


(2,726,295
)


(4,674,370
)


1,452,250



(6,008,803
)Gross margin


12,109



322,861



446,779



(12,031
)


769,718Selling, marketing and general and administrative expenses


(62,227
)


(197,670
)


(231,363
)


12,031



(479,229
)Gain on asset sales






10,093



51,164







61,257Operating income (loss)


(50,118
)


135,284



266,580







351,746Equity in subsidiary income


216,555



145,008







(361,563
)


Other income (expense), net


(246
)






(24,481
)






(24,727
)Debt retirement costs in connection with initial public offering


(30,551
)














(30,551
)Interest income


1,190



151



5,576







6,917Interest expense


(130,468
)


(115
)


(75,132
)






(205,715
)Income from continuing operations before income taxes and equity
    earnings


6,362



280,328



172,543



(361,563
)


97,670Income taxes


77,723



(65,083
)


(35,324
)






(22,684
)Earnings from equity method investments






110



9,990







10,100Income from continuing operations, net of income taxes


84,085



215,355



147,209



(361,563
)


85,086Income from discontinued operations, net of income taxes










1,639







1,639Gain on disposal of discontinued operations, net of income taxes










1,308







1,308Net income


84,085



215,355



150,156



(361,563
)


88,033Less: Net income attributable to noncontrolling interests










(3,948
)






(3,948
)Net income attributable to shareholders of Dole Food Company,
    Inc.

$
84,085


$
215,355


$
146,208


$
(361,563
)

$
84,085  113




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS
  For the
    Year Ended January 3, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
79,671


$
3,121,814


$
5,849,443


$
(1,430,976
)

$
7,619,952Cost of products sold


(77,252
)


(2,841,837
)


(5,362,463
)


1,418,660



(6,862,892
)Gross margin


2,419



279,977



486,980



(12,316
)


757,060Selling, marketing and general and administrative expenses


(72,823
)


(181,028
)


(267,883
)


12,316



(509,418
)Gain on asset sales


2,346



2,491



22,139







26,976Operating income (loss)


(68,058
)


101,440



241,236







274,618Equity in subsidiary income


195,324



143,631







(338,955
)


Other income (expense), net


(89
)






(13,977
)






(14,066
)Interest income


147



233



6,075







6,455Interest expense


(116,996
)


(569
)


(56,920
)






(174,485
)Income (loss) from continuing operations before income taxes and
    equity earnings


10,328



244,735



176,414



(338,955
)


92,522Income taxes


111,844



(26,141
)


(37,688
)






48,015Earnings from equity method investments


(2
)


(12
)


6,402







6,388Income from continuing operations, net of income taxes


122,170



218,582



145,128



(338,955
)


146,925Income (loss) from discontinued operations, net of income taxes


(1,165
)


(27,672
)


1,446







(27,391
)Gain on disposal of discontinued operations, net of income taxes






3,315











3,315Net income


121,005



194,225



146,574



(338,955
)


122,849Less: Net income attributable to noncontrolling interests










(1,844
)






(1,844
)Net income (loss) attributable to shareholders of Dole Food
    Company Inc.

$
121,005


$
194,225


$
144,730


$
(338,955
)

$
121,005  114




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
  As of
    January 1, 2011
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
39,080


$
2,714


$
128,353


$



$
170,147Restricted cash and deposits










51,108







51,108Receivables, net of allowances


560,020



117,936



517,074



(443,765
)


751,265Inventories


7,405



285,757



441,804







734,966Prepaid expenses


8,419



9,785



49,705







67,909Deferred income tax assets


6,200



27,505



3,105







36,810Assets
    held-for-sale


76,704



3,813



5,533







86,050Total current assets


697,828



447,510



1,196,682



(443,765
)


1,898,255Investments


2,453,484



1,831,009



85,081



(4,281,660
)


87,914Property, plant and equipment, net


155,851



275,568



511,611







943,030Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



11,033



433







701,081Other assets, net


69,558



8,037



141,868







219,463Total assets

$
4,066,336


$
2,704,975


$
2,211,104


$
(4,725,425
)

$
4,256,990LIABILITIES AND EQUITYAccounts payable

$
4,491


$
586,121


$
374,483


$
(443,765
)

$
521,330Accrued liabilities


77,372



209,301



355,808







642,481Current portion of long-term debt, net


(1,665
)


291



8,722







7,348Notes payable










31,922







31,922Total current liabilities


80,198



795,713



770,935



(443,765
)


1,203,081Intercompany payables (receivables)


1,752,638



(567,550
)


(1,185,088
)






Long-term debt, net


918,346



2,921



643,058







1,564,325Deferred income tax liabilities


212,468



599



31,257







244,324Other long-term liabilities


310,517



20,244



97,715







428,476Equity attributable to shareholders of Dole Food Company
    Inc.


792,169



2,453,048



1,828,612



(4,281,660
)


792,169Equity attributable to non-controlling interests










24,615







24,615Total equity


792,169



2,453,048



1,853,227



(4,281,660
)


816,784Total liabilities and equity

$
4,066,336


$
2,704,975


$
2,211,104


$
(4,725,425
)

$
4,256,990  115




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
  As of
    January 2, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
20,913


$
2,118


$
96,639


$



$
119,670Receivables, net of allowances


499,542



130,114



496,617



(400,116
)


726,157Inventories


6,954



284,247



426,990







718,191Prepaid expenses


6,955



9,449



52,261







68,665Deferred income tax assets


6,940



20,831







(19,275
)


8,496Assets
    held-for-sale


72,623



7,064



16,333







96,020Total current assets


613,927



453,823



1,088,840



(419,391
)


1,737,199Restricted deposits










23,290







23,290Investments


2,402,350



1,959,795



84,516



(4,361,657
)


85,004Property, plant and equipment, net


161,847



258,970



541,430







962,247Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



14,729



1,509







705,853Other assets, net


66,680



18,684



115,740



(14,921
)


186,183Total assets

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023LIABILITIES AND EQUITYAccounts payable

$
5,152


$
531,244


$
357,394


$
(419,391
)

$
474,399Accrued liabilities


71,533



199,981



169,326







440,840Current portion of long-term debt, net


(1,781
)


269



9,529







8,017Notes payable










37,308







37,308Total current liabilities


74,904



731,494



573,557



(419,391
)


960,564Intercompany payables (receivables)


1,559,112



(320,925
)


(1,238,187
)






Long-term debt, net


922,754



3,224



626,702







1,552,680Deferred income tax liabilities


219,488











(14,921
)


204,567Other long-term liabilities


319,186



21,023



183,024







523,233Equity attributable to shareholders of Dole Food Company
    Inc.


838,975



2,403,003



1,958,654



(4,361,657
)


838,975Equity attributable to non-controlling interests










27,004







27,004Total equity


838,975



2,403,003



1,985,658



(4,361,657
)


865,979Total liabilities and equity

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023  116




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  For the
    Year Ended January 1, 2011
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESCash flow provided by operating activities


37,446



42,098



68,095







147,639INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed


1,960



112



43,819







45,891Capital expenditures


(923
)


(33,899
)


(52,580
)






(87,402
)Restricted cash and deposits










(27,818
)






(27,818
)Other


(135
)






(453
)






(588
)Cash flow provided by (used in) investing activities


902



(33,787
)


(37,032
)






(69,917
)FINANCING ACTIVITIESShort-term debt borrowings










57,535







57,535Short-term debt repayments


(871
)


(7,433
)


(68,037
)






(76,341
)Long-term debt borrowings


329,100







594,270







923,370Long-term debt repayments


(337,306
)


(282
)


(576,385
)






(913,973
)Payment of debt issuance costs


(10,100
)






(6,900
)






(17,000
)Payment of initial public offering costs


(1,004
)














(1,004
)Dividends paid to noncontrolling interests










(1,958
)






(1,958
)Cash flow used in financing activities


(20,181
)


(7,715
)


(1,475
)






(29,371
)Effect of foreign currency exchange rate changes on cash










2,126







2,126Increase in cash and cash equivalents


18,167



596



31,714







50,477Cash and cash equivalents at beginning of period


20,913



2,118



96,639







119,670Cash and cash equivalents at end of period

$
39,080


$
2,714


$
128,353


$



$
170,147  117




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  For the
    Year Ended January 2, 2010
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
102,000


$
102,000


$



$
(204,000
)

$
Operating activities


140,321



(43,462
)


174,651



11,442



282,952Cash flow provided by operating activities


242,321



58,538



174,651



(192,558
)


282,952INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed


1,093



46,559



111,912







159,564Capital expenditures


(2,027
)


(15,457
)


(33,728
)






(51,212
)Restricted deposits










(23,290
)






(23,290
)Other


(101
)






(556
)






(657
)Cash flow provided by (used in) investing activities


(1,035
)


31,102



54,338







84,405FINANCING ACTIVITIESShort-term debt borrowings


892



14,771



22,255







37,918Short-term debt repayments










(33,621
)






(33,621
)Long-term debt borrowings


1,293,109







1,603







1,294,712Long-term debt repayments


(1,809,752
)


(293
)


(96,538
)






(1,906,583
)Payment of debt issuance costs


(20,103
)






(5,306
)






(25,409
)Long-term debt repayment costs in connection with the initial
    public offering


(18,028
)














(18,028
)Proceeds from initial public offering, net


416,698















416,698Repayment of assumed Hotel and Wellness Center debt


(85,000
)














(85,000
)Dividends paid to parent


(15,000
)














(15,000
)Intercompany dividends






(102,000
)


(102,000
)


204,000



Dividends paid to noncontrolling interests










(6,382
)






(6,382
)Cash flow used in financing activities


(237,184
)


(87,522
)


(219,989
)


204,000



(340,695
)Effect of foreign currency exchange rate changes on cash










2,179







2,179Increase in cash and cash equivalents


4,102



2,118



11,179



11,442



28,841Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
20,913


$
2,118


$
96,639


$



$
119,670  118




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  For the
    Year Ended January 3, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESCash flow provided by (used in) operating activities

$
285


$
(4,763
)

$
49,041


$



$
44,563INVESTING ACTIVITIESCash received from sales of assets and businesses, net of cash
    disposed


42,404



41,209



142,870







226,483Capital expenditures


(313
)


(21,071
)


(63,712
)






(85,096
)Repurchase of common stock in going-private merge transaction


(245
)














(245
)Cash flow provided by investing activities


41,846



20,138



79,158







141,142FINANCING ACTIVITIESShort-term debt borrowings










94,943







94,943Short-term debt repayments






(15,286
)


(120,702
)


3,722



(132,266
)Long-term debt borrowings


1,322,100







25,950







1,348,050Long-term debt repayments


(1,397,788
)


(89
)


(84,923
)






(1,482,800
)Borrowings between subsidiaries


33,944







(33,944
)






Dividends paid to noncontrolling interests










(13,447
)






(13,447
)Cash flow used in financing activities


(41,744
)


(15,375
)


(132,123
)


3,722



(185,520
)Effect of foreign currency exchange rate changes on cash










(6,417
)






(6,417
)Increase (decrease) in cash and cash equivalents


387







(10,341
)


3,722



(6,232
)Cash and cash equivalents at beginning of period


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
16,811


$



$
85,460


$
(11,442
)

$
90,829  119




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##### Table of Contents



II.
    Supplementary
    Data Quarterly Financial Information (Unaudited)
    Quarter Ended2010

March 27, 2010


June 19, 2010


October 9, 2010


January 1, 2011(In thousands, except per share data)Revenues, net

$
1,605,874


$
1,741,522


$
1,988,571


$
1,556,647Gross margin


172,207



200,800



199,486



117,257Income (loss) from continuing operations, net of income taxes


22,415



33,145



(53,174
)


(36,138
)Income from discontinued operations, net of income taxes


347



327



202



(247
)Gain (loss) on disposal of discontinued operations, net of
    income taxes










4,143



(1,186
)Net income (loss)


22,762



33,472



(48,829
)


(37,571
)Less: Net income attributable to noncontrolling interests


(609
)


(1,151
)


(1,547
)


(651
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.


22,153



32,321



(50,376
)


(38,222
)Basic earnings per share attributable to shareholders of Dole
    Food Company, Inc.

$
0.25


$
0.37


$
(0.58
)

$
(0.44
)Diluted earnings per share attributable to shareholders of Dole
    Food Company, Inc.

$
0.25


$
0.37


$
(0.58
)

$
(0.44
)   Quarter Ended2009

March 28, 2009


June 20, 2009


October 10, 2009


January 2, 2010(In thousands, except per share data)Revenues, net

$
1,596,590


$
1,714,722


$
1,938,173


$
1,529,036Gross margin


203,871



222,116



176,802



166,929Income (loss) from continuing operations, net of income taxes


102,287



20,857



(53,436
)


15,378Loss from discontinued operations, net of income taxes


122



265



445



807Gain on disposal of discontinued operations, net of income taxes


1,308











Net income (loss)


103,717



21,122



(52,991
)


16,185Less: Net income attributable to noncontrolling interests


(897
)


(977
)


(830
)


(1,244
)Net income (loss) attributable to shareholders of Dole Food
    Company, Inc.


102,820



20,145



(53,821
)


14,941Basic earnings per share attributable to shareholders of Dole
    Food Company, Inc.

$
1.99


$
0.39


$
(1.04
)

$
0.18Diluted earnings per share attributable to shareholders of Dole
    Food Company, Inc.

$
1.99


$
0.39


$
(1.04
)

$
0.18    120




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
    Changes
    in Internal Control Over Financial Reporting
    Annual
    Report of Management on Internal Control Over Financial
    Reporting
  Rule 13a-15(f) Internal
    Control  Integrated Framework
  Attestation
    Report of the Registered Public Accounting Firm
  Form 10-K.
  Item 9B.
    Other
    Information   121




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Regulation S-K) www.dole.com.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   122




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)  1.
    Financial Statements:The following consolidated
    financial statements are included herein in Item 8 above. Form 10-KPageAudited Financial Statements for the Years Ended January 1,
    2011, January 2, 2010 and January 3, 2009


512.


Financial Statement ScheduleValuation and Qualifying Accounts


1333.


Exhibits:    Exhibits
  ExhibitNumber

Title3.1(a)

Amended and Restated Certificate of Incorporation of Dole Food
    Company, Inc. (incorporated by reference to Exhibit 3.1 to
    Doles Current Report on Form 8-K filed with the Commission
    on October 29, 2009)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, 19893.1(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, 19893.1(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, 19893.1(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 Corporation3.1(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, 19903.1(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. 123




---



##### Table of Contents



ExhibitNumber

Title3.1(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, 19793.1(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, 19893.1(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 Company3.1(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 Company3.1(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 Citrus3.1(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,
    19893.1(p)

General Partnership Agreement of Dole Dried Fruit and Nut
    Company, a California general partnership, dated as of October
    15, 19953.1(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, 19903.1(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. 124




---



##### Table of Contents



ExhibitNumber

Title3.1(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, 19903.1(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, 19893.1(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, 19903.1(x)

Articles of Incorporation of Lindero Headquarters Company, Inc.,
    dated as of February 12, 19983.1(y)

Articles of Incorporation of Lindero Property, Inc., dated as of
    October 10, 19913.1(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, 19893.1(aa)

Articles of Incorporation of Prairie Vista, Inc., dated as of
    November 23, 19533.1(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, 19773.1(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, 19903.1(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
    Corporation3.1(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,
    19883.1(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. 125




---



##### Table of Contents



ExhibitNumber

Title3.1(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, 19683.1(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,
    19883.1(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, 19733.1(ap)

Certificate of Incorporation of Cool Advantage, Inc., dated as
    of December 14, 19983.1(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(as)

Articles of Incorporation of Saw Grass Transport, Inc., dated as
    of June 24, 19993.1(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, 19903.1(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 126




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##### Table of Contents



ExhibitNumber

Title3.1(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 19973.1(bd)

Articles of Incorporation of Wahiawa Water Company, Inc., dated
    as of June 24, 19753.1(be)

Articles of Incorporation of Waialua Sugar Company, Inc., dated
    as of January 12, 1968. Certificate of Amendment, dated as of
    January 24, 19863.1(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, 19873.1(bh)

Articles of Incorporation of Dole Assets, Inc., dated as of
    September 9, 19973.1(bi)

Articles of Incorporation of Dole Fresh Fruit Company, dated as
    of September 12, 19853.1(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, 19933.1(bl)

Articles of Incorporation of Dole Ocean Cargo Express, Inc.,
    dated as of July 8, 19993.1(bm)

Articles of Incorporation of Dole Ocean Liner Express, Inc.,
    dated as of June 3, 19933.1(bn)

Articles of Incorporation of Renaissance Capital Corporation,
    dated as of July 28, 19953.1(bo)

Certificate of Incorporation of Sun Giant, Inc., dated as of
    December 8, 19873.1(bp)

Certificate of Incorporation of Miradero Fishing Company, Inc.,
    dated as of August 9, 19713.1(bq)

Articles of Incorporation of DNW Services Company, dated as of
    June 4, 19983.1(br)

Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 19953.1(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, 19763.1(bt)

Articles of Organization-Conversion of Dole Packaged Foods, LLC,
    dated as of December 30, 2005 (incorporated by reference to
    Exhibit 3.1(bt) to Doles Annual Report on Form 10-K for
    the year ended December 30, 2006)3.2(a)

Amended and Restated Bylaws of Dole Food Company, Inc.
    (incorporated by reference to Exhibit 3.2 to Doles Current
    Report on Form 8-K filed with the Commission on October 29, 2009)3.2(b)

Form of By-Laws of the Additional Registrants3.2(c)

Limited Liability Agreement of Dole Packaged Foods, LLC, dated
    as of December 30, 2005 (incorporated by reference to Exhibit
    3.2(c) to Doles Annual Report on Form 10-K for the year
    ended December 30, 2006)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 4.1
    to Doles Registration Statement on Form S-1 filed with the
    Commission on August 14, 2009 (File No. 333-161345)) 127




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##### Table of Contents



ExhibitNumber

Title4.2

Form of 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 4.2 to
    Doles Registration Statement on Form S-1 filed with the
    Commission on August 14, 2009 (File No. 333-161345))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
    Registration Statement on Form S-1 filed with the Commission on
    August 14, 2009 (File No. 333-161345))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 4.4 to Doles Registration Statement on Form S-1
    filed with the Commission on August 14, 2009 (File No.
    333-161345))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 (incorporated by reference to Exhibit
    4.5 to Doles Registration Statement on Form S-4, filed
    with the Commission on June 25, 2004 (File No. 333-106493))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 (incorporated by reference to Exhibit 4.6 to Doles
    Registration Statement on Form S-4, filed with the Commission on
    June 25, 2004 (File No. 333-106493))4.7

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 (incorporated by reference to Exhibit 4.8 to Doles
    Registration Statement on Form S-4, filed with the Commission on
    June 25, 2004 (File No. 333-106493))4.8

Form of 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
    4.13 to Amendment No. 1 to Doles Registration Statement on
    Form S-1 filed with the Commission on September 18, 2009 (File
    No. 333-161345))4.9

Indenture, dated as of March 18, 2009, among Dole Food Company,
    Inc., the guarantors signatory thereto and U.S. Bank National
    Association, as trustee, pursuant to which $349,903,000 of
    Doles 13.875% senior secured notes due 2014 were
    issued (incorporated by reference to Exhibit 4.15 to Doles
    Current Report on Form 8-K filed with the Commission on March
    24, 2009)4.10

Form of Global Note for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit A to Exhibit Number 4.9
    hereto)4.11

Form of Guarantee for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit D to Exhibit 4.9 hereto)4.12

Registration Rights Agreement, dated as of March 18, 2009, among
    Dole Food Company, Inc. and the guarantors named therein, as
    issuers, and Deutsche Bank Securities, Inc., Banc of America
    Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA,
    Inc. and Goldman, Sachs & Co., as initial purchasers
    (incorporated by reference to Exhibit 4.17 to Doles
    Current Report on Form 8-K filed with the Commission on March
    24, 2009)4.13

Form of Stock Certificate (incorporated by reference to Exhibit
    4.18 to Amendment No. 6 to Doles Registration Statement on
    Form S-1 filed with the Commission on October 22, 2009 (File No.
    333-161345))4.14

Indenture, dated as of September 25, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and Deutsche
    Bank Trust Company Americas, as trustee, pursuant to which
    $315,000,000 of Doles 8% senior secured notes due
    2016 were issued (incorporated by reference to Exhibit 99.1 to
    Doles Current Report on Form 8-K filed with the Commission
    on September 30, 2009)4.15

Form of Global Note for Doles 8% senior secured notes
    due 2016 (included as Exhibit A to Exhibit 14.14 hereto) 128




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##### Table of Contents



ExhibitNumber

Title4.16

Form of Guarantee for Doles 8% senior secured notes
    due 2016 (included as Exhibit D to Exhibit 14.14 hereto)4.17

Registration Rights Agreement, dated as of September 25, 2009,
    among Dole Food Company, Inc. and the guarantors named therein,
    as issuers, and Deutsche Bank Securities, Inc., Banc of Americas
    Securities LLC, Wells Fargo Securities, LLC, Scotia Capital
    (USA) Inc. and Goldman, Sachs & Co., as initial purchasers
    (incorporated by reference to Exhibit 99.3 to Doles
    Current Report on Form 8-K filed with the Commission on
    September 30, 2009)10.1

Credit Agreement, dated as of March 28, 2003, amended and
    restated as of April 18, 2005, further amended and restated
    as of April 12, 2006, as amended March 18, 2009, as
    further amended on October 26, 2009 and as further amended
    on March 2, 2010, among Dole Food Company, Inc., a Delaware
    corporation, Solvest, Ltd., a company organized under the laws
    of Bermuda, the Lenders from time to time party thereto,
    Deutsche Bank AG New York Branch, as Deposit Bank, Deutsche Bank
    AG New York Branch, as Administrative Agent, Banc of America
    Securities LLC, as Syndication Agent, The Bank of Nova Scotia
    and Rabobank International, as Co-Documentation Agents, and
    Deutsche Bank Securities Inc., as Lead Arranger and Sole Book
    Runner (incorporated by reference to Exhibit 10.1 to
    Doles Current Report on
    Form 8-K
    filed with the Commission on March 3, 2010)10.2

Credit Agreement, dated as of April 12, 2006, as amended on
    March 18, 2009, as further amended on October 26, 2009
    and as further amended on March 2, 2010, among Dole Food
    Company, Inc., a Delaware corporation, the Lenders party thereto
    from time to time, Deutsche Bank AG New York Branch, as
    Administrative Agent, Wells Fargo Capital Finance, LLC and Bank
    of America, N.A., as Co-Syndication Agents, The Bank of Nova
    Scotia, COBANK ACB and U.S. Bank National Association, as
    C-Documentation Agents, Deutsche Bank Securities Inc., Wells
    Fargo Capital Finance, LLC and Banc of America Securities LLC,
    as Joint Lead Arrangers and Joint Book Running Managers
    (incorporated by reference to Exhibit 10.2 to Doles
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455)10.3*#

Supplementary Executive Retirement Plan, Fifth Restatement,
    effective February 24, 201110.4*#

Excess Savings Plan, Restated, effective February 24, 201110.5*#

Supplementary Executive Retirement Plan Rabbi
    Trust Agreement, dated January 27, 2003, by and
    between Dole Food Company, Inc. and Mellon Bank, N.A.10.6*#

Excess Savings Plan Rabbi Trust Agreement, dated
    December 4, 2002, by and between Dole Food Company, Inc.
    and Mellon Bank, N.A.10.7*#

Amendment
    2009-1,
    effective October 8, 2009, to Dole Food Company, Inc.
    Supplementary Executive Retirement Plan Rabbi
    Trust Agreement10.8*#

Amendment
    2009-1,
    effective October 8, 2009, to Dole Food Company, Inc.
    Excess Savings Plan Rabbi Trust Agreement10.9*#

Amendment
    2011-1,
    effective February 24, 2011, to Dole Food Company, Inc.
    Supplementary Executive Retirement Plan Rabbi
    Trust Agreement10.10*#

Amendment
    2011-1,
    effective February 24, 2011, to Dole Food Company, Inc.
    Excess Savings Plan Rabbi Trust Agreement10.11

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.12 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 14, 2009 (File
    No. 333-161345))10.12#

Form of Restricted Stock Agreement for Non-Employee Directors
    under the Dole Food Company, Inc. 2009 Stock Incentive Plan
    (incorporated by reference to Exhibit 10.3 to Doles
    Current Report on
    Form 8-K,
    filed with the Commission on February 25, 2011)10.13*#

Doles Non-Employee Directors Deferred Cash Compensation
    Plan, as amended and restated, effective February 24, 201110.14#

Severance Pay Plan for Employees of Dole Food Company, Inc. and
    Participating Divisions and Subsidiaries, dated
    December 30, 2008 (incorporated by reference to
    Exhibit 10.9 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345)) 129




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##### Table of Contents



ExhibitNumber

Title10.15#

Amendment to Severance Pay Plan for Employees of Dole Food
    Company, Inc. and Participating Divisions and Subsidiaries,
    dated December 30, 2008 (incorporated by reference to
    Exhibit 10.10 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.16#

Form of Change of Control Agreement with Messrs. C. Michael
    Carter and Joseph S. Tesoriero (incorporated by reference to
    Exhibit 10.11 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.17#

Form of Change of Control Agreement with Messrs. David H.
    Murdock and David A. DeLorenzo (incorporated by reference to
    Exhibit 10.16 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 2010)10.18*#

Form of Tier I Change of Control Agreement to be used for
    new agreements entered into after February 24, 201110.19*#

Form of Tier II Change of Control Agreement to be used for
    new agreements entered into after February 24, 201110.20#

Form of Amendment No. 1 to Form of Change of Control
    Agreement filed as Exhibit 10.15 (incorporated by reference
    to Exhibit 10.3 to Doles Current Report on
    Form 8-K
    filed with the Commission on January 11, 2010)10.21*#

Form of Amendment No. 2 to Form of Change of Control
    Agreements filed as Exhibits 10.16 and 10.1710.22*#

Form of Amendment No. 3 to Form of Change of Control
    Agreements filed as Exhibits 10.16 and 10.1710.23

Form of Registration Rights Agreement (incorporated by reference
    to Exhibit 10.13 to Amendment No. 2 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on September 24, 2009 (File
    No. 333-161345))10.24*#

Dole Food Company, Inc. 2009 Stock Incentive Plan, as amended10.25#

Form of Incentive Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.15 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)10.26#

2009 Form of Non-Qualified Stock Option Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.16 to Amendment No. 6 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.27#

2009 Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.17 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)10.28#

2009 Form of Restricted Stock Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.22 to Amendment No. 6 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.29#

Alternative Form of Restricted Stock Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.21 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 2010)10.30#

Doles 2010 Management One-Year Incentive Plan
    (incorporated by reference to Exhibit 10.3 to Doles
    Current Report on
    Form 8-K
    filed with the Commission on March 3, 2010)10.31#

2010 Form of Non-Qualified Stock Option Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.1 to Doles Current Report on
    Form 8-K
    filed with the Commission on December 3, 2010)10.32#

2010 Form of Restricted Stock Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.2 to Doles Current Report on
    Form 8-K
    filed with the Commission on December 3, 2010)10.33*#

2010 Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan 130




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##### Table of Contents



ExhibitNumber

Title10.34#

Dole Food Company, Inc. 2011 Self-Funded Long Term Incentive
    Plan (incorporated by reference to Exhibit 10.1 to
    Doles Current Report on
    Form 8-K,
    filed with the Commission on February 25, 2011)10.35#

Form of Performance Shares Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.2 to Doles Current Report on
    Form 8-K,
    filed with the Commission on February 25, 2011)10.36#

Dole Food Company, Inc. Sustained Profit Growth Plan, effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.21 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 9, 2009 (File
    No. 333-161345))12*

Ratio of Earnings to Fixed Charges21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP31.1*

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

Certification by the Executive Vice President and Chief
    Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
    Act32.1**

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

Certification by the Executive 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.#
    
    Management compensatory plan or arrangement. 131




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##### Table of Contents



SIGNATURES    Dole Food Company, Inc.
   By:
    /s/  David
    A. DeLorenzo   President and Chief Executive Officer
    POWER OF
    ATTORNEY
  Form 10-K,
    /s/  David
    H. MurdockDavid
    H. Murdock

Chairman and Director

March 14, 2011/s/  David
    A. DeLorenzoDavid
    A. DeLorenzo

President and Chief Executive Officer
    and Director

March 14, 2011/s/  Joseph
    S. TesorieroJoseph
    S. Tesoriero

Executive Vice President and
    Chief Financial Officer

March 14, 2011/s/  Yoon
    J. HughYoon
    J. Hugh

Vice President, Controller and
    Chief Accounting Officer (Principal Accounting Officer)

March 14, 2011/s/  Elaine
    L. ChaoElaine
    L. Chao

Director

March 14, 2011/s/  Andrew
    J. ConradAndrew
    J. Conrad

Director

March 14, 2011/s/  Sherry
    LansingSherry
    Lansing

Director

March 14, 2011/s/  Justin
    MurdockJustin
    Murdock

Director

March 14, 2011/s/  Dennis
    M. WeinbergDennis
    M. Weinberg

Director

March 14, 2011  132




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  VALUATION
    AND QUALIFYING ACCOUNTS
  Balance at








Charged to


Balance atBeginning








Other


End ofof Period


Additions


Deductions(A)


Accounts(B)


Period(In thousands)Year Ended January 1, 2011Allowance for doubtful accountsTrade receivables

$
35,501


$
22,287


$
(37,487
)

$
(117
)

$
20,184Notes and other current receivables


15,879



5,634



(5,277
)


113



16,349Long-term notes and other receivables


21,213



21,584



(3,096
)


(93
)


39,608Year Ended January 2, 2010Allowance for doubtful accountsTrade receivables

$
28,918


$
21,014


$
(12,921
)

$
(1,510
)

$
35,501Notes and other current receivables


12,439



3,818



(2,727
)


2,349



15,879Long-term notes and other receivables


20,188



5,723



(3,533
)


(1,165
)


21,213Year Ended January 3, 2009Allowance for doubtful accountsTrade receivables

$
47,238


$
8,438


$
(25,513
)

$
(1,245
)

$
28,918Notes and other current receivables


14,482



2,362



(2,764
)


(1,641
)


12,439Long-term notes and other receivables


18,536



3,362



(3,005
)


1,295



20,188     Note:
  (A)
    
    Includes write-offs of uncollectible amounts(B)
    
    Includes purchase accounting and transfers among balance sheet
    accounts 133




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##### Table of Contents



Exhibit Index
  ExhibitNumber

Title3.1(a)

Amended and Restated Certificate of Incorporation of Dole Food
    Company, Inc. (incorporated by reference to Exhibit 3.1 to
    Doles Current Report on Form 8-K filed with the Commission
    on October 29, 2009)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, 19893.1(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, 19893.1(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, 19893.1(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 Corporation3.1(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, 19903.1(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, 19793.1(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, 19893.1(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 Company3.1(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



ExhibitNumber

Title3.1(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 Citrus3.1(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,
    19893.1(p)

General Partnership Agreement of Dole Dried Fruit and Nut
    Company, a California general partnership, dated as of October
    15, 19953.1(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, 19903.1(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, 19903.1(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, 19893.1(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, 19903.1(x)

Articles of Incorporation of Lindero Headquarters Company, Inc.,
    dated as of February 12, 19983.1(y)

Articles of Incorporation of Lindero Property, Inc., dated as of
    October 10, 19913.1(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, 19893.1(aa)

Articles of Incorporation of Prairie Vista, Inc., dated as of
    November 23, 1953




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##### Table of Contents



ExhibitNumber

Title3.1(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, 19773.1(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, 19903.1(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
    Corporation3.1(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,
    19883.1(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(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, 19683.1(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,
    19883.1(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, 19733.1(ap)

Certificate of Incorporation of Cool Advantage, Inc., dated as
    of December 14, 1998




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##### Table of Contents



ExhibitNumber

Title3.1(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(as)

Articles of Incorporation of Saw Grass Transport, Inc., dated as
    of June 24, 19993.1(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, 19903.1(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, 19903.1(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 19973.1(bd)

Articles of Incorporation of Wahiawa Water Company, Inc., dated
    as of June 24, 19753.1(be)

Articles of Incorporation of Waialua Sugar Company, Inc., dated
    as of January 12, 1968. Certificate of Amendment, dated as of
    January 24, 19863.1(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, 19873.1(bh)

Articles of Incorporation of Dole Assets, Inc., dated as of
    September 9, 19973.1(bi)

Articles of Incorporation of Dole Fresh Fruit Company, dated as
    of September 12, 19853.1(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




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##### Table of Contents



ExhibitNumber

Title3.1(bl)

Articles of Incorporation of Dole Ocean Cargo Express, Inc.,
    dated as of July 8, 19993.1(bm)

Articles of Incorporation of Dole Ocean Liner Express, Inc.,
    dated as of June 3, 19933.1(bn)

Articles of Incorporation of Renaissance Capital Corporation,
    dated as of July 28, 19953.1(bo)

Certificate of Incorporation of Sun Giant, Inc., dated as of
    December 8, 19873.1(bp)

Certificate of Incorporation of Miradero Fishing Company, Inc.,
    dated as of August 9, 19713.1(bq)

Articles of Incorporation of DNW Services Company, dated as of
    June 4, 19983.1(br)

Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 19953.1(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, 19763.1(bt)

Articles of Organization-Conversion of Dole Packaged Foods, LLC,
    dated as of December 30, 2005 (incorporated by reference to
    Exhibit 3.1(bt) to Doles Annual Report on Form 10-K for
    the year ended December 30, 2006)3.2(a)

Amended and Restated Bylaws of Dole Food Company, Inc.
    (incorporated by reference to Exhibit 3.2 to Doles Current
    Report on Form 8-K filed with the Commission on October 29, 2009)3.2(b)

Form of By-Laws of the Additional Registrants3.2(c)

Limited Liability Agreement of Dole Packaged Foods, LLC, dated
    as of December 30, 2005 (incorporated by reference to Exhibit
    3.2(c) to Doles Annual Report on Form 10-K for the year
    ended December 30, 2006)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 4.1
    to Doles Registration Statement on Form S-1 filed with the
    Commission on August 14, 2009 (File No. 333-161345))4.2

Form of 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 4.2 to
    Doles Registration Statement on Form S-1 filed with the
    Commission on August 14, 2009 (File No. 333-161345))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
    Registration Statement on Form S-1 filed with the Commission on
    August 14, 2009 (File No. 333-161345))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 4.4 to Doles Registration Statement on Form S-1
    filed with the Commission on August 14, 2009 (File No.
    333-161345))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 (incorporated by reference to Exhibit
    4.5 to Doles Registration Statement on Form S-4, filed
    with the Commission on June 25, 2004 (File No. 333-106493))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 (incorporated by reference to Exhibit 4.6 to Doles
    Registration Statement on Form S-4, filed with the Commission on
    June 25, 2004 (File No. 333-106493))4.7

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 (incorporated by reference to Exhibit 4.8 to Doles
    Registration Statement on Form S-4, filed with the Commission on
    June 25, 2004 (File No. 333-106493))




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##### Table of Contents



ExhibitNumber

Title4.8

Form of 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
    4.13 to Amendment No. 1 to Doles Registration Statement on
    Form S-1 filed with the Commission on September 18, 2009 (File
    No. 333-161345))4.9

Indenture, dated as of March 18, 2009, among Dole Food Company,
    Inc., the guarantors signatory thereto and U.S. Bank National
    Association, as trustee, pursuant to which $349,903,000 of
    Doles 13.875% senior secured notes due 2014 were
    issued (incorporated by reference to Exhibit 4.15 to Doles
    Current Report on Form 8-K filed with the Commission on March
    24, 2009)4.10

Form of Global Note for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit A to Exhibit Number 4.9
    hereto)4.11

Form of Guarantee for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit D to Exhibit 4.9 hereto)4.12

Registration Rights Agreement, dated as of March 18, 2009, among
    Dole Food Company, Inc. and the guarantors named therein, as
    issuers, and Deutsche Bank Securities, Inc., Banc of America
    Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA,
    Inc. and Goldman, Sachs & Co., as initial purchasers
    (incorporated by reference to Exhibit 4.17 to Doles
    Current Report on Form 8-K filed with the Commission on March
    24, 2009)4.13

Form of Stock Certificate (incorporated by reference to Exhibit
    4.18 to Amendment No. 6 to Doles Registration Statement on
    Form S-1 filed with the Commission on October 22, 2009 (File No.
    333-161345))4.14

Indenture, dated as of September 25, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and Deutsche
    Bank Trust Company Americas, as trustee, pursuant to which
    $315,000,000 of Doles 8% senior secured notes due
    2016 were issued (incorporated by reference to Exhibit 99.1 to
    Doles Current Report on Form 8-K filed with the Commission
    on September 30, 2009)4.15

Form of Global Note for Doles 8% senior secured notes
    due 2016 (included as Exhibit A to Exhibit 14.14 hereto)4.16

Form of Guarantee for Doles 8% senior secured notes
    due 2016 (included as Exhibit D to Exhibit 14.14 hereto)4.17

Registration Rights Agreement, dated as of September 25, 2009,
    among Dole Food Company, Inc. and the guarantors named therein,
    as issuers, and Deutsche Bank Securities, Inc., Banc of Americas
    Securities LLC, Wells Fargo Securities, LLC, Scotia Capital
    (USA) Inc. and Goldman, Sachs & Co., as initial purchasers
    (incorporated by reference to Exhibit 99.3 to Doles
    Current Report on Form 8-K filed with the Commission on
    September 30, 2009)10.1

Credit Agreement, dated as of March 28, 2003, amended and
    restated as of April 18, 2005, further amended and restated
    as of April 12, 2006, as amended March 18, 2009, as
    further amended on October 26, 2009 and as further amended
    on March 2, 2010, among Dole Food Company, Inc., a Delaware
    corporation, Solvest, Ltd., a company organized under the laws
    of Bermuda, the Lenders from time to time party thereto,
    Deutsche Bank AG New York Branch, as Deposit Bank, Deutsche Bank
    AG New York Branch, as Administrative Agent, Banc of America
    Securities LLC, as Syndication Agent, The Bank of Nova Scotia
    and Rabobank International, as Co-Documentation Agents, and
    Deutsche Bank Securities Inc., as Lead Arranger and Sole Book
    Runner (incorporated by reference to Exhibit 10.1 to
    Doles Current Report on
    Form 8-K
    filed with the Commission on March 3, 2010)10.2

Credit Agreement, dated as of April 12, 2006, as amended on
    March 18, 2009, as further amended on October 26, 2009
    and as further amended on March 2, 2010, among Dole Food
    Company, Inc., a Delaware corporation, the Lenders party thereto
    from time to time, Deutsche Bank AG New York Branch, as
    Administrative Agent, Wells Fargo Capital Finance, LLC and Bank
    of America, N.A., as Co-Syndication Agents, The Bank of Nova
    Scotia, COBANK ACB and U.S. Bank National Association, as
    C-Documentation Agents, Deutsche Bank Securities Inc., Wells
    Fargo Capital Finance, LLC and Banc of America Securities LLC,
    as Joint Lead Arrangers and Joint Book Running Managers
    (incorporated by reference to Exhibit 10.2 to Doles
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455)10.3*#

Supplementary Executive Retirement Plan, Fifth Restatement,
    effective February 24, 201110.4*#

Excess Savings Plan, Restated, effective February 24, 2011




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##### Table of Contents



ExhibitNumber

Title10.5*#

Supplementary Executive Retirement Plan Rabbi
    Trust Agreement, dated January 27, 2003, by and
    between Dole Food Company, Inc. and Mellon Bank, N.A.10.6*#

Excess Savings Plan Rabbi Trust Agreement, dated
    December 4, 2002, by and between Dole Food Company, Inc.
    and Mellon Bank, N.A.10.7*#

Amendment
    2009-1,
    effective October 8, 2009, to Dole Food Company, Inc.
    Supplementary Executive Retirement Plan Rabbi
    Trust Agreement10.8*#

Amendment
    2009-1,
    effective October 8, 2009, to Dole Food Company, Inc.
    Excess Savings Plan Rabbi Trust Agreement10.9*#

Amendment
    2011-1,
    effective February 24, 2011, to Dole Food Company, Inc.
    Supplementary Executive Retirement Plan Rabbi
    Trust Agreement10.10*#

Amendment
    2011-1,
    effective February 24, 2011, to Dole Food Company, Inc.
    Excess Savings Plan Rabbi Trust Agreement10.11

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.12 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 14, 2009
    (File No. 333-161345))10.12#

Form of Restricted Stock Agreement for Non-Employee Directors
    under the Dole Food Company, Inc. 2009 Stock Incentive Plan
    (incorporated by reference to Exhibit 10.3 to Doles
    Current Report on
    Form 8-K,
    filed with the Commission on February 25, 2011)10.13*#

Doles Non-Employee Directors Deferred Cash Compensation
    Plan, as amended and restated, effective February 24, 201110.14#

Severance Pay Plan for Employees of Dole Food Company, Inc. and
    Participating Divisions and Subsidiaries, dated
    December 30, 2008 (incorporated by reference to
    Exhibit 10.9 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009
    (File No. 333-161345))10.15#

Amendment to Severance Pay Plan for Employees of Dole Food
    Company, Inc. and Participating Divisions and Subsidiaries,
    dated December 30, 2008 (incorporated by reference to
    Exhibit 10.10 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009
    (File No. 333-161345))10.16#

Form of Change of Control Agreement with Messrs. C. Michael
    Carter and Joseph S. Tesoriero (incorporated by reference to
    Exhibit 10.11 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.17#

Form of Change of Control Agreement with Messrs. David H.
    Murdock and David A. DeLorenzo (incorporated by reference to
    Exhibit 10.16 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 2010)10.18*#

Form of Tier I Change of Control Agreement to be used for
    new agreements entered into after February 24, 201110.19*#

Form of Tier II Change of Control Agreement to be used for
    new agreements entered into after February 24, 201110.20#

Form of Amendment No. 1 to Form of Change of Control
    Agreement filed as Exhibit 10.15 (incorporated by reference
    to Exhibit 10.3 to Doles Current Report on
    Form 8-K
    filed with the Commission on January 11, 2010)10.21*#

Form of Amendment No. 2 to Form of Change of Control
    Agreements filed as Exhibits 10.16 and 10.1710.22*#

Form of Amendment No. 3 to Form of Change of Control
    Agreements filed as Exhibits 10.16 and 10.1710.23

Form of Registration Rights Agreement (incorporated by reference
    to Exhibit 10.13 to Amendment No. 2 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on September 24, 2009 (File
    No. 333-161345))10.24*#

Dole Food Company, Inc. 2009 Stock Incentive Plan, as amended10.25#

Form of Incentive Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.15 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)




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##### Table of Contents



ExhibitNumber

Title10.26#

2009 Form of Non-Qualified Stock Option Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.16 to Amendment No. 6 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.27#

2009 Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.17 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)10.28#

2009 Form of Restricted Stock Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.22 to Amendment No. 6 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.29#

Alternative Form of Restricted Stock Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.21 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 2010)10.30#

Doles 2010 Management One-Year Incentive Plan
    (incorporated by reference to Exhibit 10.3 to Doles
    Current Report on
    Form 8-K
    filed with the Commission on March 3, 2010)10.31#

2010 Form of Non-Qualified Stock Option Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.1 to Doles Current Report on
    Form 8-K
    filed with the Commission on December 3, 2010)10.32#

2010 Form of Restricted Stock Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.2 to Doles Current Report on
    Form 8-K
    filed with the Commission on December 3, 2010)10.33*#

2010 Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan10.34#

Dole Food Company, Inc. 2011 Self-Funded Long Term Incentive
    Plan (incorporated by reference to Exhibit 10.1 to
    Doles Current Report on
    Form 8-K,
    filed with the Commission on February 25, 2011)10.35#

Form of Performance Shares Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.2 to Doles Current Report on
    Form 8-K,
    filed with the Commission on February 25, 2011)10.36#

Dole Food Company, Inc. Sustained Profit Growth Plan, effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.21 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 9, 2009 (File
    No. 333-161345))12*

Ratio of Earnings to Fixed Charges21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP31.1*

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

Certification by the Executive Vice President and Chief
    Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
    Act32.1**

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

Certification by the Executive 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.#
    
    Management compensatory plan or arrangement.