##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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
    December 29, 2007oro

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

99-0035300(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

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

Accelerated filer
    o

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

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




---



##### 





DOLE FOOD
    COMPANY, INC.
  FORM 10-K
    Fiscal Year Ended December 29, 2007
  TABLE OF
    CONTENTS
   
 Item NumberIn Form 10-K



PagePART I1.


Business


11A.


Risk Factors


101B.


Unresolved Staff Comments


162.


Properties


163.


Legal Proceedings


184.


Submission of Matters to a Vote of Security
    Holders


22PART II5.


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


236.


Selected Financial Data


247.


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


257A.


Quantitative and Qualitative Disclosures About
    Market Risk


448.


Financial Statements and Supplementary Data


479.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


1069A.


Controls and Procedures


1069B.


Other Information


106PART III10.


Directors and Executive Officers of the
    Registrant


10711.


Executive Compensation


10812.


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


12013.


Certain Relationships and Related Transactions


12114.


Principal Accountant Fees and Services


122PART IV15.


Exhibits and Financial Statement Schedules


124Signatures


131EXHIBIT 10.6EXHIBIT 12EXHIBIT 21EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   i




---



##### Table of Contents



PART I  Item 1.
    Business    (818) 879-6600. Form 10-K, Form 10-Q, Form 8-K,
    Overview
    ®
    Industry
     1




---



##### Table of Contents



®
    Competitive
    Strengths
    
    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
    line of plastic fruit cups called FRUIT BOWLS, FRUIT BOWLS in
    Gel, fruit parfaits and fruit in plastic jars.
    Refrigerated Supply Chain Management.  One of
    Doles 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 its farm-to-customer
    refrigerated supply chain. Doles 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.
    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.
    Low-Cost Production Capabilities.  We believe
    we are one of the lowest cost producers of many of our major
    product lines, including bananas, North American fresh
    vegetables and packaged fruit products. Over the last several
    years we have undertaken various initiatives to achieve this
    low-cost position, including leveraging our global logistics
    infrastructure more efficiently. We intend to maintain these
    low-cost positions through a continued focus on operating
    efficiency.
    State-of-the-Art Infrastructure.  We have made
    significant investments in our production, processing,
    transportation and distribution infrastructure with the goal of
    efficiently delivering the highest quality and 2




---



##### Table of Contents



freshest product to our customers. We own or lease over 60
    processing, ripening and distribution centers, and operate one
    of the largest dedicated refrigerated containerized shipping
    fleets, with 25 ships and approximately 15,000 refrigerated
    containers. The investments in our infrastructure allow for
    continued growth in the near term. In addition, our
    market-leading logistics and distribution capabilities allow us
    to act as a preferred fresh and packaged food provider to
    leading global supermarkets and mass merchandisers.  
    Diversity of Sourcing Locations.  We currently
    source our fresh fruits, vegetables and fresh-cut flowers from
    75 countries and distribute products in more than 90 countries.
    We are not dependent on any one country for the sourcing of our
    products. The largest concentration of production is in Ecuador,
    where we sourced approximately 32% of our Latin bananas in 2007.
    The diversity of our production sources reduces our risk from
    exposure to natural disasters and political disruptions in any
    one particular country.
    Experienced Management Team.  Our management
    team has a demonstrated history of delivering strong operating
    results through disciplined execution. The current management
    team has been instrumental in our continued transformation from
    a production driven company into a sales and marketing driven
    one.  Business
    Strategy
    
    Leveraging 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.
    Grower Network.  In addition to owning and
    operating our own model farms, Dole has also developed a unique
    worldwide network of over 9,000 farmers who proudly produce to
    our standards. Dole not only provides technical agronomic
    assistance to these growers but also provides organizational
    assistance to small farmers around the world, allowing them to
    combine their efforts in a cooperative manner to achieve the
    economies of scale necessary to compete in the world markets.
    Focusing on Value-Added Products.  We have
    shifted our product mix toward value-added food categories and
    away from commodity fruits and vegetables. For example, we have
    achieved major success in our ready-to-eat salad lines and, most
    recently, FRUIT BOWLS, FRUIT BOWLS in Gel and fruit parfaits.
    These value-added food categories are growing at a faster rate
    than our traditional commodity businesses and most are
    generating strong margins. Overall, we have significantly
    increased our percentage of revenue from value-added products.
    This shift has been most pronounced in our fresh vegetables and
    packaged foods businesses, where value-added products now
    account for approximately 51% and 59% of those businesses
    respective revenues. We plan to continue to address the growing
    demand for convenient and innovative products by investing in
    our higher margin, value-added food businesses.
    Dole Nutrition Institute.  Dole also seeks 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.
    Corporate Social Responsibility.  Doles
    approach to corporate social responsibility (CSR)
    includes sustainable agricultural practices, community service,
    employee wellness, provision of social services and worker
    safety. Doles practices demonstrate how the worlds
    largest provider of fruits and vegetables leads the industry in
    respect for the environment, worker education and charitable
    giving, among other aspects of corporate responsibility. 3




---



##### Table of Contents




    Further 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; and
    Selling unproductive assets.  Business
    Segments
  Form 10-K.
  Fresh
    Fruit
    Bananas
       4




---



##### Table of Contents



European
    Ripening and Distribution
    Fresh
    Pineapples
  ® ®
  Dole
    Chile
    Fresh
    Vegetables
  value-added
  Commodity
    Vegetables
   5




---



##### Table of Contents



Value-Added
    Packaged
    Foods
      tm
        Fresh-Cut
    Flowers
     6




---



##### Table of Contents



Global
    Logistics
    fresh-cut
  Customers
    Sales and
    Marketing
    Competition
   7




---



##### Table of Contents



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




---



##### Table of Contents



Legal
    Proceedings
  Form 10-K.
  Trade
    Issues
         9




---



##### Table of Contents



Seasonality
    Item 1A.
    Risk
    Factors  RISK
    FACTORS
  Form 10-K,
  Adverse
    weather conditions and crop disease can impose costs on our
    business.
     10




---



##### Table of Contents



Our
    business is highly competitive and we cannot assure you that we
    will maintain our current market share.
      
    Some of our competitors may have greater operating flexibility
    and, in certain cases, this may permit them to respond better to
    changes in the industry or to introduce new products and
    packaging more quickly and with greater marketing support.
    Several of our packaged food product lines are sensitive to
    competition from national or regional brands, and many of our
    product lines compete with imports, private label products and
    fresh alternatives.
    We cannot predict the pricing or promotional actions of our
    competitors or whether those actions will have a negative effect
    on us.    Our
    earnings are sensitive to fluctuations in market prices and
    demand for our products.
        Our
    earnings are subject to seasonal variability.
    
    the seasonality of our supplies and consumer demand;
    the ability to process products during critical harvest
    periods; and
    the timing and effects of ripening and perishability.   11




---



##### Table of Contents



Currency
    exchange fluctuations may impact the results of our
    operations.
    We face
    risks related to our former use of the pesticide DBCP.
  Form 10-K.
  Our
    substantial indebtedness could adversely affect our operations,
    including our ability to perform our obligations under the notes
    and our other debt obligations.
        
    make it more difficult for us to satisfy our obligations;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, which would
    reduce the availability of our cash flow to fund future working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    expose us to the risk of increased interest rates, as certain of
    our borrowings are at variable rates of interest;
    require us to sell assets (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 general adverse economic and
    industry conditions;
    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 competitive disadvantage compared to our
    competitors that have relatively less indebtedness; and
    limit, along with the restrictive covenants in our credit
    facilities and senior notes indentures, among other things, our
    ability to borrow additional funds. Failing to comply with those
    covenants could result in an event 12




---



##### Table of Contents



of default which, if not cured or waived, could have a material
    adverse effect on our business, financial condition and results
    of operations.  The
    financing arrangements for the going-private merger transactions
    may increase our exposure to tax liability.
    Restrictive
    covenants in our debt instruments restrict or prohibit our
    ability to engage in or enter into a variety of transactions,
    which could adversely affect us.
    
    incur additional indebtedness;
    make restricted payments (including paying dividends on,
    redeeming or repurchasing our capital stock);
    issue preferred stock of subsidiaries;
    make certain investments or acquisitions;
    create liens on our assets to secure debt;
    engage in transactions with affiliates;
    merge, consolidate or transfer substantially all of our
    assets; and
    transfer and sell assets.      We face
    other risks in connection with our international
    operations.
    
    foreign countries could change laws and regulations or impose
    currency restrictions and other restraints; 13




---



##### Table of Contents




    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;
    in some countries, our operations are dependent on leases and
    other agreements; and
    economic downturns, political instability and war or civil
    disturbances may disrupt production and distribution logistics
    or limit sales in individual markets.      Terrorism
    and the uncertainty of war may have a material adverse effect on
    our operating results.
    Our
    worldwide operations and products are highly regulated in the
    areas of food safety and protection of human health and the
    environment.
   14




---



##### Table of Contents



We are
    subject to the risk of product liability claims.
    We are
    subject to transportation risks.
    The use
    of herbicides and other hazardous substances in our operations
    may lead to environmental damage and result in increased costs
    to us.
    Events or
    rumors relating to the DOLE brand could significantly impact our
    business.
  and/or
  A portion
    of our workforce is unionized and labor disruptions could
    decrease our profitability.
   15




---



##### Table of Contents



DISCLOSURE
    REGARDING FORWARD-LOOKING STATEMENTS
   Form 10-K
  Form 10-K
  Form 10-K,
  Forms 10-K, 10-Q 8-K, Form 10-K, Forms 10-K, 10-Q 8-K Form 10-K, Form 10-K,
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    North
    America
       16




---



##### Table of Contents



state-of-the-art, ready-to-eat
        Latin
    America
                 17




---



##### Table of Contents



Asia
            Europe
        Item 3.
    Legal
    Proceedings     18




---



##### Table of Contents



19




---



##### Table of Contents



European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
   20




---



##### Table of Contents



Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak: E.
    coli
  E. coli E. coli E. coli
 21




---



##### Table of Contents



E. coli E. coli E. coli
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   22




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Form 10-K.


23




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Year


Year


Year


Year


Three Quarters


QuarterEnded


Ended


Ended


Ended


Ended


EndedDecember 29,


December 30,


December 31,


January 1,


January 3,


March 22,2007


2006


2005


2005


2004


2003Successor


Successor


Successor


Successor


Successor


Predecessor(In millions)Summary of OperationsRevenues, net

$
6,931


$
6,151


$
5,809


$
5,263


$
3,664


$
1,066Cost of products sold


(6,308
)


(5,618
)


(5,125
)


(4,531
)


(3,177
)


(888
)Gross margin


623



533



684



732



487



178Selling, marketing and general and administrative expenses


(493
)


(454
)


(460
)


(422
)


(320
)


(89
)Operating income


130



79



224



310



167



89Interest expense  net


(187
)


(168
)


(137
)


(148
)


(120
)


(17
)Other income (expense)  net


2



15



(5
)


(9
)


(18
)


Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(55
)


(74
)


82



153



29



72Income taxes


(1
)


(18
)


(44
)


(24
)


(7
)


(13
)Minority interests, net of income taxes


(3
)


(3
)


(3
)


(7
)


(4
)


(1
)Equity in earnings of unconsolidated subsidiaries


1







6



10



6



3Income (loss) from continuing operations


(58
)


(95
)


41



132



24



61Income (loss) from discontinued operations, net of income taxes






2



3



3



(1
)


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






3















Net income (loss)

$
(58
)

$
(90
)

$
44


$
135


$
23


$
61Balance Sheet and Other InformationWorking capital

$
694


$
688


$
538


$
425


$
283


$
Total assets


4,643



4,612



4,413



4,327



3,990



Long-term debt


2,316



2,316



2,001



1,837



1,804



Total debt


2,411



2,364



2,027



1,869



1,851



Total shareholders equity


325



341



623



685



463



Cash dividends






164



77



20







8Capital additions


107



119



146



102



102



4Depreciation and amortization


156



149



150



145



107



25         Accounting For Planned Major Maintenance
    Activities accrue-in-advance
 24




---



##### Table of Contents





Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  2007
    Overview
        Results
    of Operations
    Year Ended


Year Ended


Year EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands)Revenues, net

$
6,930,965


$
6,150,937


$
5,808,825Operating income


130,123



78,952



223,440Other income (expense), net


9,402



22,341



633Interest expense


(194,865
)


(174,715
)


(142,452
)Income taxes


(1,060
)


(18,230
)


(44,175
)Minority interests, net of income taxes


(3,235
)


(3,202
)


(2,987
)Equity in earnings of unconsolidated subsidiaries


1,696



177



6,626Income from discontinued operations, net of income taxes


433



2,236



2,545Gain on disposal of discontinued operations, net of income taxes






2,814



Net income (loss)


(57,506
)


(89,627
)


43,630   Revenues
   25




---



##### Table of Contents



Operating
    Income
     26




---



##### Table of Contents



Interest
    Income and Other Income (Expense), Net
          Interest
    Expense
      Income
    Taxes
   27




---



##### Table of Contents



non-U.S. taxable
      Equity
    in Earnings of Unconsolidated Subsidiaries
      Discontinued
    Operations
  Accounting for the
    Impairment or Disposal of Long-Lived Assets )
    Segment
    Results of Operations
     28




---



##### Table of Contents



2007


2006


2005(In thousands)Revenues from external customersFresh fruit

$
4,736,902


$
3,968,963


$
3,699,060Fresh vegetables


1,059,401



1,082,416



1,083,227Packaged foods


1,023,257



938,336



854,230Fresh-cut flowers


110,153



160,074



171,259Corporate


1,252



1,148



1,049$
6,930,965


$
6,150,937


$
5,808,825EBITFresh fruit

$
170,598


$
103,891


$
204,234Fresh vegetables


(21,725
)


(7,301
)


11,375Packaged foods


78,492



91,392



87,495Fresh-cut flowers


(19,132
)


(57,001
)


(5,094
)Total operating segments


208,233



130,981



298,010Corporate


(70,247
)


(32,713
)


(70,298
)Interest expense


(194,865
)


(174,715
)


(142,452
)Income taxes


(1,060
)


(18,230
)


(44,175
)Income (loss) from continuing operations, net of income taxes

$
(57,939
)

$
(94,677
)

$
41,085   2007
    Compared with 2006
  Fresh Fruit:
   29




---



##### Table of Contents



Fresh Vegetables: E. coli
    Packaged Foods:
    Fresh-cut Flowers:
   30




---



##### Table of Contents



Corporate:
  2006
    Compared with 2005
  Fresh Fruit:
    Fresh Vegetables: E. coli
    E.
    coli
 31




---



##### Table of Contents



Packaged Foods:
    Fresh-cut Flowers:
    Corporate:
 32




---



##### 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

$



$
750,000


$
200,000


$
155,000


$
1,105,000Variable rate debt


9,810



20,192



195,802



913,616



1,139,420Notes payable


81,018















81,018Capital lease obligations


4,361



7,755



7,806



66,037



85,959Non-cancelable operating lease commitments


122,728



150,678



86,107



102,695



462,208Purchase obligations


752,058



785,373



322,741



73,578



1,933,750Minimum required pension funding


22,738



48,696



45,073



83,882



200,389Postretirement benefit payments


5,782



11,769



11,707



26,753



56,011Interest payments on fixed and variable rate debt


166,205



262,259



155,050



56,734



640,248Total contractual cash obligations

$
1,164,700


$
2,036,722


$
1,024,286


$
1,478,295


$
5,704,003   Long-Term Debt:
    Capital Lease Obligations:
  Operating Lease Commitments:
    Purchase Obligations:
 33




---



##### Table of Contents



Interest payments on fixed and variable rate
    debt:
  Other Obligations and Commitments:
    Accounting for
    Uncertainty in Income Taxes-an Interpretation of FASB Statement
    No. 109
 34




---



##### Table of Contents



2007


2006


2005(In thousands)Cash flow provided by (used in):Operating activities

$
46,322


$
15,921


$
72,589Investing activities


(61,383
)


(117,000
)


(164,323
)Financing activities


16,045



142,832



69,937Foreign currency impact


3,663



1,849



(8,608
)Increase (decrease) in cash

$
4,647


$
43,602


$
(30,405
)   Operating Activities:
      Investing Activities:
  Financing Activities:
 35




---



##### Table of Contents



Capital Contributions and Return of
    Capital:
      Debt Refinancing:
         36




---



##### Table of Contents



Form 10-K Form 10-K.
          Form 10-K,
      Critical
    Accounting Policies and Estimates
   37




---



##### Table of Contents



Application of Purchase Accounting: Business Combinations.
      Grower Advances:
  Long-Lived Assets:
  1) Property, Plant and Equipment and Amortized
    Intangibles:
   38




---



##### Table of Contents



2) Goodwill and Indefinite-Lived Intangible
    Assets:
      Income Taxes:
  Accounting for Income Taxes
 39




---



##### Table of Contents



Pension and Other Postretirement Benefits:
          Litigation:
 40




---



##### Table of Contents



Recently
    Adopted and Recently Issued Accounting Pronouncements
    Other
    Matters
  European Union Banana Import Regime:
        Impact of Hurricane Katrina:
   41




---



##### Table of Contents



2007


2006


2005


Cumulative(In thousands)Total Cargo and Property Policies:Expenses

$
(551
)

$
(1,768
)

$
(10,088
)

$
(12,407
)Insurance proceeds


9,607



8,004



6,000



23,611Net gain (loss)

$
9,056


$
6,236


$
(4,088
)

$
11,204     Restructurings and Related Asset Impairments
       42




---



##### Table of Contents



Supplemental
    Financial Information
    December 29,


December 30,2007


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

$
693,782


$
687,721Total assets

$
4,642,884


$
4,612,356Total debt

$
2,411,397


$
2,364,181Total shareholders equity

$
325,008


$
341,083   Year


Year


YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands)Other Financial Data:Net income (loss)

$
(57,506
)

$
(89,627
)

$
43,630Income from discontinued operations, net of income taxes


(433
)


(2,236
)


(2,545
)Gain on disposal of discontinued operations, net of income taxes






(2,814
)


Interest expense


194,865



174,715



142,452Income taxes


1,060



18,230



44,175Depreciation and amortization


155,138



148,108



148,513EBITDA

$
293,124


$
246,376


$
376,225EBITDA margin


4.2
%


4.0
%


6.5
%Capital expenditures

$
107,230


$
119,335


$
146,306        43




---



##### Table of Contents



Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Accounting for Derivative Instruments and Hedging
    Activities as amended
    Interest Rate Risk:
          Foreign Currency Exchange Risk:
 44




---



##### Table of Contents



45




---



##### Table of Contents



Gross Notional Value


UnrecognizedParticipating








Gains


Average Strike

SettlementForwards


Forwards


Total


(Losses)


Price

Year(In thousands)Foreign Currency Hedges(Buy/Sell):U.S Dollar/Japanese Yen

$
137,610


$
3,784


$
141,394


$
(1,265
)

JPY 113.6

2008U.S Dollar/Euro


265,025







265,025



(8,378
)

EUR 1.37

2008/2009U.S Dollar/Canadian Dollar






43,446



43,446



(2,932
)

CAD 1.05

2008Chilean Peso/U.S. Dollar






27,525



27,525



303


CLP 505

2008Thai Baht/U.S. Dollar


45,050



37,011



82,061



207


THB 33.7

2008Total

$
447,685


$
111,766


$
559,451


$
(12,065
)     Commodity Sales Price Risk:
  Commodity Purchase Price Risk:
    Counterparty Risk:
 46




---



##### Table of Contents



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
    December 29, 2007:Report of Independent Registered Public
    Accounting Firm


48Consolidated Statements of Operations for the
    Years Ended December 29, 2007, December 30, 2006 and
    December 31, 2005


49Consolidated Balance Sheets as of
    December 29, 2007 and December 30, 2006


50Consolidated Statements of Cash Flows for the
    Years Ended December 29, 2007, December 30, 2006 and
    December 31, 2005


51Consolidated Statements of Shareholders
    Equity for the Years Ended December 29, 2007,
    December 30, 2006 and December 31, 2005


53Notes to Consolidated Financial Statements


54II.  Supplementary DataQuarterly Financial Information (Unaudited)


105  47




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Deloitte &
    Touche LLP
    48




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS For the
    Years Ended December 29, 2007, December 30, 2006 and
    December 31, 2005
  2007


2006


2005(In thousands)Revenues, net

$
6,930,965


$
6,150,937


$
5,808,825Cost of products sold


(6,307,916
)


(5,618,418
)


(5,125,220
)Gross margin


623,049



532,519



683,605Selling, marketing and general and administrative expenses


(492,926
)


(453,567
)


(460,165
)Operating income


130,123



78,952



223,440Other income (expense), net


1,848



15,176



(5,353
)Interest income


7,554



7,165



5,986Interest expense


(194,865
)


(174,715
)


(142,452
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(55,340
)


(73,422
)


81,621Income taxes


(1,060
)


(18,230
)


(44,175
)Minority interests, net of income taxes


(3,235
)


(3,202
)


(2,987
)Equity in earnings of unconsolidated subsidiaries


1,696



177



6,626Income (loss) from continuing operations


(57,939
)


(94,677
)


41,085Income from discontinued operations, net of income taxes


433



2,236



2,545Gain on disposal of discontinued operations, net of income taxes






2,814



Net income (loss)

$
(57,506
)

$
(89,627
)

$
43,630    49




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    BALANCE SHEETS

As of
    December 29, 2007 and December 30, 2006  2007


2006(In thousands,except share data)ASSETSCash and cash equivalents

$
97,061


$
92,414Receivables, net of allowances of $61,720 and $62,632,
    respectively


839,153



745,730Inventories


750,675



661,552Prepaid expenses


71,296



65,388Deferred income tax assets


12,085



66,606Assets held-for-sale


76,244



31,588Total current assets


1,846,514



1,663,278Investments


69,336



62,736Property, plant and equipment, net of accumulated depreciation
    of $980,390 and $840,891, respectively


1,340,139



1,461,961Goodwill


509,518



545,740Intangible assets, net


721,790



726,689Other assets, net


155,587



151,952Total assets

$
4,642,884


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

$
542,959


$
454,685Accrued liabilities


514,584



472,288Current portion of long-term debt


14,171



14,455Notes payable


81,018



34,129Total current liabilities


1,152,732



975,557Long-term debt


2,316,208



2,315,597Deferred income tax liabilities


277,824



346,595Other long-term liabilities


541,234



608,191Minority interests


29,878



25,333Commitments and contingencies (Notes 15 and 17)Shareholders equityCommon stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding






Additional paid-in capital


409,907



409,032Retained deficit


(84,883
)


(53,812
)Accumulated other comprehensive loss


(16
)


(14,137
)Total shareholders equity


325,008



341,083Total liabilities and shareholders equity

$
4,642,884


$
4,612,356    50




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For
    the Years Ended December 29, 2007, December 30, 2006
    and December 31, 2005
  2007


2006


2005(In thousands)Operating ActivitiesNet income (loss)

$
(57,506
)

$
(89,627
)

$
43,630Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


155,605



149,347



149,809Unrealized foreign currency exchange (gains) losses


31,473



(10,671
)


(41,503
)Asset write-offs, impairments and net (gain) loss on sale of
    assets


6,826



20,760



(8,214
)Minority interests and equity earnings, net


1,939



5,356



(3,382
)Amortization of debt issuance costs


4,106



4,411



5,919Write-off of debt issuance costs






8,133



10,722Provision for deferred income taxes


(35,932
)


(23,151
)


(31,918
)Pension and other postretirement benefit plan expense


19,539



15,383



19,760Loss on early retirement of debt










33,047Gain on settlement of Hurricane Katrina


(5,200
)






Other


505



2,062



3,799Changes in operating assets and liabilities, net of effects from
    acquisitions and dispositions:Receivables


(67,747
)


(49,665
)


(41,837
)Inventories


(96,992
)


(47,859
)


(120,342
)Prepaid expenses and other assets


(9,178
)


(3,040
)


(16,662
)Accounts payable


81,263



(4,613
)


76,218Accrued liabilities


25,660



27,136



(19,614
)Other long-term liabilities


(8,039
)


11,959



13,157Cash flow provided by operating activities


46,322



15,921



72,589Investing ActivitiesProceeds from sales of assets


41,718



14,963



11,729Proceeds from sales of investments and businesses, net of cash
    disposed






16,310



7,402Hurricane Katrina insurance proceeds


5,200







Acquisitions and investments, net of cash acquired






(22,950
)


(51,460
)Capital additions


(106,821
)


(125,056
)


(131,495
)Repurchase of common stock in going-private merger transaction


(1,480
)


(267
)


(499
)Cash flow used in investing activities


(61,383
)


(117,000
)


(164,323
)Financing ActivitiesShort-term debt borrowings


119,389



101,381



18,183Short-term debt repayments


(91,176
)


(52,872
)


(26,616
)Long-term debt borrowings, net of debt issuance costs


1,167,530



2,260,545



1,575,869Long-term debt repayments


(1,169,213
)


(1,969,698
)


(1,417,413
)Capital contribution from parent






28,390



Return of capital to parent






(59,390
)


Dividends paid to minority shareholders


(10,485
)


(1,833
)


(2,836
)Dividends paid to parent






(163,691
)


(77,250
)Cash flow provided by financing activities


16,045



142,832



69,937Effect of foreign currency exchange rate changes on cash


3,663



1,849



(8,608
)Increase (decrease) in cash and cash equivalents


4,647



43,602



(30,405
)Cash and cash equivalents at beginning of period


92,414



48,812



79,217Cash and cash equivalents at end of period

$
97,061


$
92,414


$
48,812  51




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Continued
 For the
    Years Ended December 29, 2007, December 30, 2006 and
    December 31, 2005


Supplemental
    cash flow information
         52




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 For
    the Years Ended December 29, 2007, December 30, 2006
    and December 31, 2005
   Accumulated OtherComprehensive Income (Loss)Common





Additional


Retained


Pension & Other


Cumulative


Unrealized


TotalShares


Common


Paid-In


Earnings


Postretirement


Translation


Gains (Losses)


Shareholders


ComprehensiveOutstanding


Stock


Capital


(Deficit)


Benefits


Adjustment


on Hedges


Equity


Income (Loss)(In thousands)Balance at January 1, 2005


1


$



$
440,032


$
233,126


$
(23,466
)

$
34,963


$
199


$
684,854


$
148,229Net income














43,630















43,630


$
43,630Unrealized foreign currency translation and hedging gains
    (losses)






















(31,530
)


5,465



(26,065
)


(26,065
)Reclassification of realized gains to net income


























(2,842
)


(2,842
)


(2,842
)Additional minimum pension liability, net of income taxes


















731











731



731Cash dividends














(77,250
)














(77,250
)


Balance at December 31, 2005


1


$



$
440,032


$
199,506


$
(22,735
)

$
3,433


$
2,822


$
623,058


$
15,454Net loss














(89,627
)














(89,627
)

$
(89,627
)Unrealized foreign currency translation and hedging gains
    (losses)






















17,557



(3,965
)


13,592



13,592Reclassification of realized gains to net loss


























(3,204
)


(3,204
)


(3,204
)Additional minimum pension liability, net of income taxes


















(4,799
)










(4,799
)


(4,799
)Adjustment to adopt FAS 158, net of income taxes


















(3,246
)










(3,246
)


Cash dividends














(163,691
)














(163,691
)


Capital contribution from parent










28,390



















28,390



Return of capital to parent










(59,390
)


















(59,390
)


Balance at December 30, 2006


1


$



$
409,032


$
(53,812
)

$
(30,780
)

$
20,990


$
(4,347
)

$
341,083


$
(84,038
)Net loss














(57,506
)














(57,506
)

$
(57,506
)Unrealized foreign currency translation and hedging gains
    (losses)






















21,271



(1,362
)


19,909



19,909Reclassification of realized gains to net loss


























(9,816
)


(9,816
)


(9,816
)Change in employee benefit plans, net of income taxes


















4,028











4,028



4,028FIN 48 adoption














26,435















26,435



Gain on sale of land to affiliate, net of income taxes










875



















875



Balance at December 29, 2007


1


$



$
409,907


$
(84,883
)

$
(26,752
)

$
42,261


$
(15,525
)

$
325,008


$
(43,385
)    53




---



##### 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: No. 01-09, Accounting for Consideration Given by a Vendor to a Customer
    (including a Reseller of the Vendors Products).
  Agricultural Costs:
  Shipping and Handling Costs:
 54




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Marketing and Advertising Costs:
  Research and Development Costs:
  Income Taxes:
    Cash and Cash Equivalents:
  Grower Advances:
  Inventories: first-in,
  Investments:
  Property, Plant and Equipment:
 55




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Goodwill and Intangibles:
    Concentration of Credit Risk:
  Fair Value of Financial Instruments:
   56




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Foreign Currency Exchange:
  Leases: Accounting for Leases.
  Guarantees: Guarantors Accounting and Disclosure Requirements for
    Guarantees, Including Indirect Guarantees of Indebtedness of
    Others
  Use of Estimates:
  Reclassifications:
 57




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Recently
    Adopted Accounting Pronouncements
  Accounting For Planned Major Maintenance Activities accrue-in-advance built-in-overhaul accrue-in-advance
  RetainedOther


Accrued


EarningsAssets, Net


Liabilities


(Deficit)(In thousands)January 1, 2005

$
132,072


$
447,870


$
226,145FSP Adjustment


5,053



(1,928
)


6,981Adjusted January 1, 2005

$
137,125


$
445,942


$
233,126December 31, 2005

$
153,832


$
431,037


$
192,991FSP Adjustment


3,315



(3,200
)


6,515Adjusted December 31, 2005

$
157,147


$
427,837


$
199,506December 30, 2006

$
147,590


$
473,797


$
(59,683
)FSP Adjustment


4,362



(1,509
)


5,871Adjusted December 30, 2006

$
151,952


$
472,288


$
(53,812
)     Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans
  Accounting for Uncertainty in Income Taxes-an Interpretation
    of FASB Statement No. 109
  Recently
    Issued Accounting Pronouncements
  Business
    Combinations
 58




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Noncontrolling Interests
    in Consolidated Financial Statements
  The Fair Value Option for
    Financial Assets and Liabilities  Including an
    amendment of FASB Statement No. 115
  Fair Value Measurements
  Note 3 
    Discontinued
    Operations  Accounting for the Impairment or Disposal of
    Long-Lived Assets
  2007


2006


2005(In thousands)Revenues

$
13,586


$
20,527


$
17,960Income before income taxes

$
733


$
3,767


$
493Income taxes

$
300


$
1,765


$
182Income from discontinued operations, net of income taxes

$
433


$
2,002


$
311  59




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    2006


2005(In thousands)Revenues

$
47,851


$
43,826Income before income taxes

$
397


$
355Income taxes

$
163


$
164Income from discontinued operations, net of income taxes

$
234


$
191Gain on disposal of discontinued operations, net of income taxes
    of $2 million

$
2,814


$
     Note 4 
    Business
    Acquisitions  Jamaica
    Producers Group, Ltd.
   60




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Total purchase price, including transaction expenses

$
42,500Current assets

$
58,280Property, plant and equipment


19,060Intangible assets


9,898Goodwill


24,035Other assets


3,797Total assets acquired


115,070Current liabilities


35,878Other long-term liabilities


16,911Total liabilities assumed


52,789Net assets


62,281Less: Historical net assets attributable to predecessor basis


10,125Less: Goodwill attributable to predecessor basis


9,656Net assets acquired

$
42,500         Saba
    Note 5 
    Restructurings
    and Related Asset Impairments     61




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Note 6 
    Income
    Taxes    2007


2006


2005(In thousands)CurrentFederal, state and local

$
735


$
406


$
27,125Foreign


15,942



20,027



22,79016,677



20,433



49,915DeferredFederal, state and local


(32,568
)


(21,376
)


(17,687
)Foreign


(3,664
)


(5,657
)


(15,996
)(36,232
)


(27,033
)


(33,683
)Non-current tax expense


20,615



24,830



27,943$
1,060


$
18,230


$
44,175        62




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      2007


2006


2005(In thousands)(Benefit)/expense computed at U.S. federal statutory income tax
    rate of 35%

$
(19,369
)

$
(25,698
)

$
28,567Repatriation of certain foreign earnings










37,772Foreign income taxed at different rates


10,601



36,303



(39,603
)State and local income tax, net of federal income taxes


(4,196
)


(2,411
)


(2,053
)Valuation allowances


13,248



13,848



19,522Permanent items and other


776



(3,812
)


(30
)Income tax expense

$
1,060


$
18,230


$
44,175     December 29,


December 30,2007


2006(In thousands)Intangibles

$
(293,666
)

$
(277,955
)Property, plant and equipment


(154,771
)


(171,616
)Inventory valuation methods


8,562



7,706Postretirement benefits


56,538



67,600Operating accruals


77,557



100,145Tax credit carryforwards


20,889



20,641Net operating loss and other carryforwards


167,424



148,056Valuation allowances


(174,398
)


(170,800
)Other, net


26,126



(3,766
)$
(265,739
)

$
(279,989
)      63




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      December 29,


December 30,2007


2006(In thousands)Deferred tax assets

$
499,899


$
541,594Deferred tax asset valuation allowance


(174,398
)


(170,800
)325,501



370,794Deferred tax liabilities


(591,240
)


(650,783
)Net deferred tax liabilities

$
(265,739
)

$
(279,989
)Current deferred tax assets consist of:Deferred tax assets, net of valuation allowance

$
47,763


$
88,853Deferred tax liabilities


(35,678
)


(22,247
)Net current deferred tax assets


12,085



66,606Non-current deferred tax liabilities consist of:Deferred tax assets, net of valuation allowance


277,738



281,941Deferred tax liabilities


(555,562
)


(628,536
)Net non-current deferred tax liabilities


(277,824
)


(346,595
)Net deferred tax liabilities

$
(265,739
)

$
(279,989
)     Increase / (DecreaseGoodwill


$(30,191
)Deferred income tax liabilities


(25,655
)Other long-term liabilities


(30,971
)Retained deficit


26,435     Unrecognized tax benefits  opening balance

$
200,641Gross increases  tax positions in prior period


10,837Gross decreases  tax positions in prior period


(13,448
)Gross increases  tax positions in current period


8,284Settlements


(1,793
)Lapse of statute of limitations


(100
)Unrecognized tax benefits  ending balance

$
204,421    64




---



##### 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
 65




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 7 
    Details
    of Certain Assets and Liabilities    December 29,


December 30,2007


2006(In thousands)ReceivablesTrade

$
708,545


$
654,785Notes and other


145,624



122,994Grower advances


41,302



29,706Income tax refund


5,402



877900,873



808,362Allowance for doubtful accounts


(61,720
)


(62,632
)$
839,153


$
745,730InventoriesFinished products

$
355,502


$
322,122Raw materials and work in progress


155,166



132,047Crop-growing costs


172,980



151,533Operating supplies and other


67,027



55,850$
750,675


$
661,552       December 29,


December 30,2007


2006(In thousands)Employee-related costs and benefits

$
147,329


$
130,875Amounts due to growers


98,130



107,478Marketing and advertising


60,972



61,322Shipping related costs


51,427



48,965Materials and supplies


34,678



26,445Interest


31,299



30,682Unrealized hedging losses


28,462



7,520Other


62,287



59,001$
514,584


$
472,288    66




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    December 29,


December 30,2007


2006(In thousands)Accrued postretirement and other employee benefits

$
249,230


$
258,319Liability for unrecognized tax benefits


217,570



279,802Other


74,434



70,070$
541,234


$
608,191   Note 8 
    Assets
    Held-for-Sale      December 29,


December 30,2007


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

$
34,159


$
28,337Fresh vegetables


3,251



3,251Fresh-cut flowers


38,834



Total assets held-for-sale

$
76,244


$
31,588        67




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Note 9 
    Property,
    Plant and Equipment    December 29,


December 30,2007


2006(In thousands)Land and land improvements

$
698,853


$
754,051Buildings and leasehold improvements


430,968



430,715Machinery and equipment


803,353



698,051Vessels and containers


218,970



231,640Vessels and equipment under capital leases


98,006



96,460Construction in progress


70,379



91,9352,320,529



2,302,852Accumulated depreciation


(980,390
)


(840,891
)$
1,340,139


$
1,461,961     YearsLand improvements

5 to 40Buildings and leasehold improvements

2 to 50Machinery and equipment

2 to 35Vessels and containers

5 to 20Vessels and equipment under capital leases

Shorter of useful life
    or life of lease    68




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 10 
    Goodwill
    and Intangible Assets    Fresh


Packaged


Fresh-cutFresh Fruit


Vegetables


Foods


Flowers


Other


Total(In thousands)Balance as of December 31, 2005

$
376,355


$
97,868


$
66,057


$



$



$
540,280Additions


24,035



















24,035Tax-related adjustments


(13,765
)


(3,994
)


(816
)










(18,575
)Balance as of December 30, 2006

$
386,625


$
93,874


$
65,241


$



$



$
545,740Adoption of FIN 48


(22,965
)


(6,000
)


(1,226
)










(30,191
)Tax-related adjustments


(4,588
)


(1,199
)


(244
)










(6,031
)Balance as of December 29, 2007

$
359,072


$
86,675


$
63,771


$



$



$
509,518         December 29,


December 30,2007


2006(In thousands)Amortized intangible assets:Customer relationships

$
48,906


$
48,298Other amortized intangible assets


5,851



6,69654,757



54,994Accumulated amortization  customer relationships


(17,483
)


(13,056
)Other accumulated amortization


(5,099
)


(4,864
)Accumulated amortization  intangible assets


(22,582
)


(17,920
)Intangible assets, net


32,175



37,074Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
721,790


$
726,689  69




---



##### Table of Contents



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

Amount2008

$
4,4212009

$
4,4212010

$
4,4212011

$
4,4212012

$
4,421   Goodwill and
    Other Intangible Assets
     70




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 11 
    Notes
    Payable and Long-Term Debt    December 29,


December 30,2007


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

$
350,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facility


176,400



167,600Term loan facilities


960,375



967,688Contracts and notes, at a weighted-average interest rate of 8.4%
    in 2007 (7.5% in 2006) through 2014


3,255



2,291Capital lease obligations


85,959



88,380Unamortized debt discount


(610
)


(907
)Notes payable


81,018



34,1292,411,397



2,364,181Current maturities


(95,189
)


(48,584
)$
2,316,208


$
2,315,597   Notes
    Payable
    Notes
    and Debentures
         71




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Amendments
    to Credit Facilities
        Revolving
    Credit Facility and Term Loans
       72




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Capital
    Lease Obligations
    Covenants
    Debt
    Issuance Costs
      Maturities
    of Notes Payable and Long-Term Debt
    Fiscal Year

Amount2008

$
95,1892009


364,1842010


413,7632011


389,9332012


13,675Thereafter


1,134,653Total

$
2,411,397  73




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Other
    Note 12 
    Employee
    Benefit Plans    15-year 7-year
      Adoption
    of FAS 158
      Balances Before





Balances AfterAdoption of





Adoption ofFAS 158


Adjustments


FAS 158(In thousands)Other assets

$
299


$
(87
)

$
212Long-term liabilities

$
235,039


$
6,337


$
241,376Deferred income tax liabilities

$
(12,373
)

$
(3,178
)

$
(15,551
)Accumulated other comprehensive loss

$
(27,534
)

$
(3,246
)

$
(30,780
)Total assets

$
4,612,443


$
(87
)

$
4,612,356Total liabilities

$
4,268,114


$
3,159


$
4,271,273Total shareholders equity

$
344,329


$
(3,246
)

$
341,083  74




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Pension
    Protection Act of 2006
    Medicare
    Prescription Drug, Improvement and Modernization Act of
    2003
   75




---



##### 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 EndedDecember 29,


December 30,


December 29,


December 30,


December 29,


December 30,2007


2006


2007


2006


2007


2006(In thousands)Change in projected benefit obligationBenefit obligation at beginning of period

$
310,186


$
305,354


$
134,098


$
72,088


$
68,628


$
72,008Service cost


149



1,550



6,947



4,443



308



282Interest cost


17,139



16,878



8,820



7,165



4,639



3,908Participant contributions










458



176







Foreign currency exchange rate changes










10,298



7,894







Actuarial (gain) loss


5,778



11,246



(7,736
)


9,245



(5,194
)


(3,044
)Acquisitions














42,340







Divestitures














(212
)






Curtailments, settlements and terminations, net














35







Benefits paid


(25,155
)


(24,842
)


(11,171
)


(9,076
)


(4,578
)


(4,526
)Benefit obligation at end of period

$
308,097


$
310,186


$
141,714


$
134,098


$
63,803


$
68,628Change in plan assetsFair value of plan assets at beginning of period

$
236,712


$
230,303


$
35,036


$
3,608


$



$
Actual return on plan assets


17,451



26,121



1,167



541







Company contributions


8,873



5,130



11,826



9,040



4,578



4,526Participant contributions










458



176







Foreign currency exchange rate changes










1,169



2,145







Benefits paid


(25,155
)


(24,842
)


(11,171
)


(9,076
)


(4,578
)


(4,526
)Acquisitions














28,710







Divestitures














(108
)






Fair value of plan assets at end of period

$
237,881


$
236,712


$
38,485


$
35,036


$



$
Funded status

$
(70,216
)

$
(73,474
)

$
(103,229
)

$
(99,062
)

$
(63,803
)

$
(68,628
)Amounts recognized in the Consolidated Balance SheetsOther assets

$



$



$



$
212


$



$
Long-term liabilities


(70,216
)


(73,474
)


(103,229
)


(99,274
)


(63,803
)


(68,628
)$
(70,216
)

$
(73,474
)

$
(103,229
)

$
(99,062
)

$
(63,803
)

$
(68,628
)  76




---



##### Table of Contents



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


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedDecember 29,


December 30,


December 29,


December 30,


December 29,


December 30,2007


2006


2007


2006


2007


2006(In thousands)Net actuarial loss (gain)

$
42,754


$
37,941


$
7,970


$
15,018


$
(6,136
)

$
(847
)Prior service cost (benefit)


1



2



392



407



(5,460
)


(6,374
)Net transition obligation










149



183







Income taxes


(16,034
)


(15,535
)


(208
)


(1,068
)


3,324



1,053Total

$
26,721


$
22,408


$
8,303


$
14,540


$
(8,272
)

$
(6,168
)     December 29,


December 30,2007


2006(In thousands)Projected benefit obligation

$
449,811


$
444,046Accumulated benefit obligation

$
417,581


$
406,392Fair value of plan assets

$
276,366


$
271,297  77




---



##### Table of Contents



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


EndedDecember 29,


December 30,


December 31,


December 29,


December 30,


December 31,2007


2006


2005


2007


2006


2005(In thousands)Components of net periodic benefit cost:Service cost

$
149


$
1,550


$
1,683


$
6,947


$
4,443


$
5,489Interest cost


17,139



16,878



17,548



8,820



7,165



7,700Expected return on plan assets


(17,721
)


(18,021
)


(18,075
)


(2,473
)


(905
)


(356
)Amortization of:Unrecognized net loss


1,236



652



862



525



201



129Unrecognized prior service cost


1



1



2



79



69



65Unrecognized net transition obligation














56



51



49Curtailments, settlements and terminations, net














653



1,197



819$
804


$
1,060


$
2,020


$
14,607


$
12,221


$
13,895Other changes recognized in other comprehensive lossNet loss (gain)

$
6,049










$
(6,430
)Amortization of:Unrecognized net loss


(1,236
)










(525
)Unrecognized prior service cost


(1
)










(79
)Unrecognized net transition obligation














(56
)Curtailments, settlements and terminations, net














(653
)Foreign currency adjustment














646Income taxes


(499
)










860Total recognized in other comprehensive loss

$
4,313










$
(6,237
)Total recognized in net periodic benefit cost and other
    comprehensive loss, net of income taxes

$
5,117










$
8,370   78




---



##### Table of Contents



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


Year


YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands)Components of net periodic benefit cost:Service cost

$
308


$
282


$
406Interest cost


4,639



3,908



4,186Amortization of:Unrecognized net loss (gain)


95



(112
)


Unrecognized prior service benefit


(914
)


(914
)


(747
)Curtailments, settlements and terminations, net






(1,062
)


$
4,128


$
2,102


$
3,845Other changes recognized in other comprehensive lossNet gain

$
(5,194
)Amortization of:Unrecognized net loss


(95
)Unrecognized prior service benefit


914Income taxes


2,271Total recognized in other comprehensive loss

$
(2,104
)Total recognized in net periodic benefit cost and other
    comprehensive loss, net of income taxes

$
2,024     Assumptions
    U.S. Pension


InternationalPlans


Pension Plans


OPRB Plans2007


2006


2007


2006


2007


2006Rate assumptions:Discount rate


6.25
%


5.75
%


7.52
%


6.61
%


6.44
%


5.91
%Rate of compensation increase


2.50
%


2.50
%


5.22
%


5.15
%






  79




---



##### Table of Contents



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


InternationalPlans


Pension Plans


OPRB Plans2007


2006


2007


2006


2007


2006Rate assumptions:Discount rate


5.75
%


5.75
%


6.61
%


10.17
%


5.91
%


5.74
%Compensation increase


2.50
%


2.50
%


5.15
%


7.02
%






4.95
%Rate of return on plan assets


8.00
%


8.25
%


6.73
%


7.12
%






       Year Ended


Year EndedDecember 29,


December 30,Fiscal Year

2007


2006Health care costs trend rate assumed for next year


9
%


8
%Rate of increase to which the cost of benefits is assumed to
    decline (the ultimate trend rate)


5.5
%


5.5
%Year that the rate reaches the ultimate trend rate


2012



2010     One-Percentage-Point

One-Percentage-PointIncrease

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

$
306


$
(267
)Increase (decrease) in postretirement benefit obligation

$
4,510


$
(3,919
)   Plan
    Assets
    Plan Assets atDecember 29,


December 30,Asset Category

2007


2006Fixed income securities


41
%


39
%Equity securities


57
%


59
%Private equity and venture capital funds


2
%


2
%Total


100
%


100
%      80




---



##### Table of Contents



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

AllocationFixed income securities


40
%Equity securities


55
%Private equity and venture capital funds


5
%         Plan
    Contributions and Estimated Future Benefit
    Payments
   81




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    InternationalU.S. Pension


PensionFiscal Year

Plans


Plans


OPRB Plans(In thousands)2008

$
24,800


$
9,133


$
5,7822009


24,500



8,548



5,8582010


24,400



9,957



5,9112011


24,100



10,155



5,9172012


24,000



11,084



5,7902013-2018


116,800



68,524



26,753Total

$
238,600


$
117,401


$
56,011   Defined
    Contribution Plans
    Multi-Employer
    Plans
    Note 13 
    Shareholders
    Equity    Dividends
      Capital
    Contributions and Return of Capital
     82




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Comprehensive
    Income (Loss)
    Note 14 
    Business
    Segments       83




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Results
    of Operations:
  2007


2006


2005(In thousands)Revenues from external customersFresh fruit

$
4,736,902


$
3,968,963


$
3,699,060Fresh vegetables


1,059,401



1,082,416



1,083,227Packaged foods


1,023,257



938,336



854,230Fresh-cut flowers


110,153



160,074



171,259Corporate


1,252



1,148



1,049$
6,930,965


$
6,150,937


$
5,808,825EBITFresh fruit

$
170,598


$
103,891


$
204,234Fresh vegetables


(21,725
)


(7,301
)


11,375Packaged foods


78,492



91,392



87,495Fresh-cut flowers


(19,132
)


(57,001
)


(5,094
)Total operating segments


208,233



130,981



298,010Corporate


(70,247
)


(32,713
)


(70,298
)Interest expense


(194,865
)


(174,715
)


(142,452
)Income taxes


(1,060
)


(18,230
)


(44,175
)Income (loss) from continuing operations, net of income taxes

$
(57,939
)

$
(94,677
)

$
41,085       Financial
    Position:
  December 29,


December 30,2007


2006(In thousands)Total assetsFresh fruit

$
2,528,169


$
2,451,518Fresh vegetables


476,501



479,217Packaged foods


693,515



653,077Fresh-cut flowers


112,578



115,477Total operating segments


3,810,763



3,699,289Corporate


832,121



913,067$
4,642,884


$
4,612,356  84




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    2007


2006


2005(In thousands)Depreciation and amortizationFresh fruit

$
96,947


$
92,788


$
94,481Fresh vegetables


18,414



15,744



15,602Packaged foods


32,989



31,454



30,704Fresh-cut flowers


3,757



4,578



4,603Other operating segments






647



675Corporate


3,498



4,136



3,744$
155,605


$
149,347


$
149,809Capital additionsFresh fruit

$
52,760


$
42,482


$
100,358Fresh vegetables


27,433



52,990



17,691Packaged foods


23,913



19,728



21,845Fresh-cut flowers


2,966



1,611



2,324Other operating segments






1,549



2,555Corporate


158



975



1,533$
107,230


$
119,335


$
146,306     2007


2006


2005(In thousands)Revenues from external customersUnited States

$
2,773,398


$
2,731,926


$
2,645,674Japan


590,774



579,121



641,969Sweden


474,185



354,484



479,888Germany


470,662



439,825



406,564United Kingdom


331,884



110,454



53,756Canada


263,149



224,906



141,642Other Euro zone countries


808,201



743,294



671,075Other international


1,218,712



966,927



768,257$
6,930,965


$
6,150,937


$
5,808,825  85




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    December 29,


December 30,2007


2006(In thousands)Tangible long-lived assetsUnited States

$
654,051


$
706,929Oceangoing assets


161,531



195,906Philippines


148,786



136,228Costa Rica


97,576



120,088Honduras


77,093



80,513Chile


56,974



75,844Ecuador


54,254



69,772Other international


245,461



228,633$
1,495,726


$
1,613,913   Note 15 
    Operating
    Leases and Other Commitments        Fiscal Year

Amount2008

$
122,7282009


80,5072010


70,1712011


53,9132012


32,194Thereafter


102,695Total

$
462,208      86




---



##### Table of Contents



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

Amount2008

$
491,2642009


343,7622010


279,4032011


228,3432012


86,095Thereafter


73,578Total

$
1,502,445       Fiscal Year

Amount2008

$
249,1252009


83,6852010


55,1852011


2012


Thereafter


Total

$
387,995       Note 16 
    Derivative
    Financial Instruments   87




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Accounting for Derivative Instruments and Hedging
    Activities as amended
      Foreign
    Currency Hedges
       88




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Gross Notional Value


UnrecognizedParticipating








Gains


Average Strike


SettlementForwards


Forwards


Total


(Losses)


Price


Year(In thousands)Foreign Currency Hedges(Buy/Sell):U.S Dollar/Japanese Yen

$
137,610


$
3,784


$
141,394


$
(1,265
)


JPY 113.6


2008U.S Dollar/Euro


265,025







265,025



(8,378
)


EUR 1.37


2008/2009U.S Dollar/Canadian Dollar






43,446



43,446



(2,932
)


CAD 1.05


2008Chilean Peso/U.S. Dollar






27,525



27,525



303



CLP 505


2008Thai Baht/U.S. Dollar


45,050



37,011



82,061



207



THB 33.7


2008Total

$
447,685


$
111,766


$
559,451


$
(12,065
)       Bunker
    Fuel Hedges
    UnrecognizedNotional Volume


Gain


Average Price


Settlement(metric tons)


(In thousands)


(per metric ton)


YearBunker Fuel Hedges:Rotterdam


8,891


$
749


$
312



2008       Interest
    Rate and Cross Currency Swaps
   89




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Credit
    Risk
    Note 17 
    Contingencies         90




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
           91




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
             92




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
      Honduran Tax Case:
 93




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Hurricane Katrina Cases:
  Spinach E. coli Outbreak: E.
    coli
  E. coli E. coli E. coli
  E. coli E. coli E. coli
  Note 18 
    Related
    Party Transactions  inter
    alia,
   94




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    50-50
        Note 19 
    Impact of
    Hurricane Katrina     95




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    2007


2006


2005


Cumulative(In thousands)Total Cargo and Property Policies:Expenses

$
(551
)

$
(1,768
)

$
(10,088
)

$
(12,407
)Insurance proceeds


9,607



8,004



6,000



23,611Net gain (loss)

$
9,056


$
6,236


$
(4,088
)

$
11,204     Note 20 
    Subsequent
    Event    Note 21 
    Guarantor
    Financial Information         96




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS
  For the
    Year Ended December 29, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
76,585


$
2,926,602


$
5,168,158


$
(1,240,380
)

$
6,930,965Cost of products sold


(58,461
)


(2,664,225
)


(4,814,031
)


1,228,801



(6,307,916
)Gross margin


18,124



262,377



354,127



(11,579
)


623,049Selling, marketing and general and administrative expenses


(75,227
)


(174,955
)


(254,323
)


11,579



(492,926
)Operating income (loss)


(57,103
)


87,422



99,804







130,123Equity in subsidiary income


79,619



11,993







(91,612
)


Other income (expense), net


415







1,433







1,848Interest income


271



263



7,020







7,554Interest expense


(125,131
)


(56
)


(69,678
)






(194,865
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(101,929
)


99,622



38,579



(91,612
)


(55,340
)Income taxes


44,413



(22,135
)


(23,338
)






(1,060
)Minority interests, net of income taxes










(3,235
)






(3,235
)Equity in earnings of unconsolidated subsidiaries


10



132



1,554







1,696Income (loss) from continuing operations, net of income taxes


(57,506
)


77,619



13,560



(91,612
)


(57,939
)Income (loss) from discontinued operations, net of income taxes






(416
)


849







433Net income (loss)

$
(57,506
)

$
77,203


$
14,409


$
(91,612
)

$
(57,506
)  97




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS
  For the
    Year Ended December 30, 2006
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
66,151


$
2,875,308


$
4,451,560


$
(1,242,082
)

$
6,150,937Cost of products sold


(58,484
)


(2,588,791
)


(4,187,592
)


1,216,449



(5,618,418
)Gross margin


7,667



286,517



263,968



(25,633
)


532,519Selling, marketing and general and administrative expenses


(61,050
)


(195,134
)


(223,016
)


25,633



(453,567
)Operating income (loss)


(53,383
)


91,383



40,952







78,952Equity in subsidiary income


20,325



(41,363
)






21,038



Other income (expense), net


(3,207
)






18,383







15,176Interest income


849



302



6,014







7,165Interest expense


(115,505
)


(70
)


(59,140
)






(174,715
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(150,921
)


50,252



6,209



21,038



(73,422
)Income taxes


61,157



(32,644
)


(46,743
)






(18,230
)Minority interests, net of income taxes






(60
)


(3,142
)






(3,202
)Equity in earnings of unconsolidated subsidiaries


137



801



(761
)






177Income (loss) from continuing operations, net of income taxes


(89,627
)


18,349



(44,437
)


21,038



(94,677
)Income (loss) from discontinued operations, net of income taxes






(1,667
)


3,903







2,236Gain on disposal of discontinued operations, net of income taxes






2,814











2,814Net income (loss)

$
(89,627
)

$
19,496


$
(40,534
)

$
21,038


$
(89,627
)  98




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS
  For the
    Year Ended December 31, 2005
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
570,215


$
2,267,080


$
4,160,366


$
(1,188,836
)

$
5,808,825Cost of products sold


(432,539
)


(2,099,649
)


(3,761,914
)


1,168,882



(5,125,220
)Gross margin


137,676



167,431



398,452



(19,954
)


683,605Selling, marketing and general and administrative expenses


(130,927
)


(120,681
)


(228,511
)


19,954



(460,165
)Operating income


6,749



46,750



169,941







223,440Equity in subsidiary income


154,558



171,048







(325,606
)


Other income (expense), net


(43,701
)






38,348







(5,353
)Interest income


460



1,055



4,471







5,986Interest expense


(111,400
)


(31
)


(31,021
)






(142,452
)Income from continuing operations before income taxes, minority
    interests and equity earnings


6,666



218,822



181,739



(325,606
)


81,621Income taxes


34,921



(64,671
)


(14,425
)






(44,175
)Minority interests, net of income taxes






(14
)


(2,973
)






(2,987
)Equity in earnings of unconsolidated subsidiaries






145



6,481







6,626Income from continuing operations, net of income taxes


41,587



154,282



170,822



(325,606
)


41,085Income (loss) from discontinued operations, net of income taxes


2,043



(127
)


629







2,545Net income

$
43,630


$
154,155


$
171,451


$
(325,606
)

$
43,630  99




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
  As of
    December 29, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,424


$
(15,164
)

$
95,801


$



$
97,061Receivables, net of allowances


358,695



(114,569
)


595,027







839,153Inventories


7,080



321,075



422,520







750,675Prepaid expenses


5,318



16,322



49,656







71,296Deferred income tax assets


16,942



23,686



(28,543
)






12,085Assets
    held-for-sale


546



36,520



39,178







76,244Total current assets


405,005



267,870



1,173,639







1,846,514Investments


2,130,680



1,733,717



68,884



(3,863,945
)


69,336Property, plant and equipment, net


286,222



319,107



734,810







1,340,139Goodwill






151,271



358,247







509,518Intangible assets, net


689,616



22,128



10,046







721,790Other assets, net


42,140



5,944



107,503







155,587Total assets

$
3,553,663


$
2,500,037


$
2,453,129


$
(3,863,945
)

$
4,642,884LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
8,339


$
140,797


$
393,823


$



$
542,959Accrued liabilities


74,479



223,050



217,055







514,584Current portion of long-term debt


1,950



102



12,119







14,171Notes payable










81,018







81,018Total current liabilities


84,768



363,949



704,015







1,152,732Intercompany payables (receivables)


983,062



(61,695
)


(921,367
)






Long-term debt


1,500,466



2,271



813,471







2,316,208Deferred income tax liabilities


284,167



10,852



(17,195
)






277,824Other long-term liabilities


376,192



44,082



120,960







541,234Minority interests










29,878







29,878Total shareholders equity


325,008



2,140,578



1,723,367



(3,863,945
)


325,008Total liabilities and shareholders equity

$
3,553,663


$
2,500,037


$
2,453,129


$
(3,863,945
)

$
4,642,884  100




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
7,322


$
(3,196
)

$
88,288


$



$
92,414Receivables, net of allowances


306,814



(65,710
)


504,626







745,730Inventories


6,914



293,958



360,680







661,552Prepaid expenses


4,805



15,794



44,789







65,388Deferred income tax assets


29,596



24,754



12,256







66,606Assets
    held-for-sale


906



10,007



20,675







31,588Total current assets


356,357



275,607



1,031,314







1,663,278Investments


2,055,472



1,694,554



61,254



(3,748,544
)


62,736Property, plant and equipment, net


288,029



348,902



825,030







1,461,961Goodwill






159,115



386,625







545,740Intangible assets, net


689,829



25,606



11,254







726,689Other assets, net


41,231



8,812



101,909







151,952Total assets

$
3,430,918


$
2,512,596


$
2,417,386


$
(3,748,544
)

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

$
2,528


$
131,390


$
320,767


$



$
454,685Accrued liabilities


70,493



237,142



164,653







472,288Current portion of long-term debt


1,950







12,505







14,455Notes payable










34,129







34,129Total current liabilities


74,971



368,532



532,054







975,557Intercompany payables (receivables)


775,433



12,984



(788,417
)






Long-term debt


1,493,053







822,544







2,315,597Deferred income tax liabilities


290,152



23,170



33,273







346,595Other long-term liabilities


456,226



42,579



109,386







608,191Minority interests






646



24,687







25,333Total shareholders equity


341,083



2,064,685



1,683,859



(3,748,544
)


341,083Total liabilities and shareholders equity

$
3,430,918


$
2,512,596


$
2,417,386


$
(3,748,544
)

$
4,612,356  101




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  For the
    Year Ended December 29, 2007
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(14,441
)


40,914



19,849







46,322Cash flow provided by operating activities


3,102



58,457



19,849



(35,086
)


46,322INVESTING ACTIVITIESProceeds from sales of assets


980



674



40,064







41,718Proceeds from sales of investments and businesses, net of cash
    disposed






5,200











5,200Capital additions


(612
)


(44,309
)


(61,900
)






(106,821
)Repurchase of common stock in going-private merge transaction


(1,480
)














(1,480
)Cash flow used in investing activities


(1,112
)


(38,435
)


(21,836
)






(61,383
)FINANCING ACTIVITIES














Short-term debt borrowings










119,389







119,389Short-term debt repayments






(16,419
)


(74,757
)






(91,176
)Long-term debt borrowings, net of debt issuance costs


1,165,200



2,015



315







1,167,530Long-term debt repayments


(1,158,088
)


(43
)


(11,082
)






(1,169,213
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Dividends paid to minority shareholders










(10,485
)






(10,485
)Cash flow provided by (used in) financing activities


7,112



(31,990
)


5,837



35,086



16,045Effect of foreign currency exchange rate changes on cash










3,663







3,663Increase (decrease) in cash and cash equivalents


9,102



(11,968
)


7,513







4,647Cash and cash equivalents at beginning of period


7,322



(3,196
)


88,288







92,414Cash and cash equivalents at end of period

$
16,424


$
(15,164
)

$
95,801


$



$
97,061  102




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  For the
    Year Ended December 30, 2006
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(83,110
)

$
38,300


$
60,731


$



$
15,921INVESTING ACTIVITIESProceeds from sales of assets


2,318



334



12,311







14,963Proceeds from sales of investments and businesses, net of cash
    disposed






15,296



1,014







16,310Acquisitions and investments, net of cash acquired










(22,950
)






(22,950
)Capital additions


(1,154
)


(59,505
)


(64,397
)






(125,056
)Repurchase of common stock in going-private merge transaction


(267
)














(267
)Cash flow provided by (used in) investing activities


897



(43,875
)


(74,022
)






(117,000
)FINANCING ACTIVITIESShort-term debt borrowings






13,032



88,349







101,381Short-term debt repayments






(1,691
)


(51,181
)






(52,872
)Long-term debt borrowings, net of debt issuance costs


1,269,405



1,535



989,605







2,260,545Long-term debt repayments


(997,877
)


(1,035
)


(970,786
)






(1,969,698
)Capital contribution from parent


28,390















28,390Return of capital to parent


(59,390
)














(59,390
)Dividends paid to minority shareholders










(1,833
)






(1,833
)Dividends paid to parent


(163,691
)














(163,691
)Cash flow provided by financing activities


76,837



11,841



54,154







142,832Effect of foreign currency exchange rate changes on cash










1,849







1,849Increase (decrease) in cash and cash equivalents


(5,376
)


6,266



42,712







43,602Cash and cash equivalents at beginning of period


12,698



(9,462
)


45,576







48,812Cash and cash equivalents at end of period

$
7,322


$
(3,196
)

$
88,288


$



$
92,414  103




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  For the
    Year Ended December 31, 2005
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
570,000


$
566,713


$



$
(1,136,713
)

$
Operating activities


(73,474
)


28,041



118,022







72,589Cash flow provided by operating activities


496,526



594,754



118,022



(1,136,713
)


72,589INVESTING ACTIVITIESProceeds from sales of assets


3,016



1,255



7,458







11,729Proceeds from sales of investments and businesses, net of cash
    disposed










7,402







7,402Acquisitions and investments, net of cash acquired










(51,460
)






(51,460
)Capital additions


(2,284
)


(29,532
)


(99,679
)






(131,495
)Repurchase of common stock in going-private merge transaction


(499
)














(499
)Cash flow provided by (used in) investing activities


233



(28,277
)


(136,279
)






(164,323
)FINANCING ACTIVITIESShort-term debt borrowings






1,591



16,592







18,183Short-term debt repayments






(10,299
)


(16,317
)






(26,616
)Long-term debt borrowings, net of debt issuance costs


604,000



2,055



969,814







1,575,869Long-term debt repayments


(1,020,047
)


(989
)


(396,377
)






(1,417,413
)Dividends paid to minority shareholders










(2,836
)






(2,836
)Intercompany dividends






(566,713
)


(570,000
)


1,136,713



Dividends paid to parent


(77,250
)














(77,250
)Cash flow provided by (used in) financing activities


(493,297
)


(574,355
)


876



1,136,713



69,937Effect of foreign currency exchange rate changes on cash










(8,608
)






(8,608
)Increase (decrease) in cash and cash equivalents


3,462



(7,878
)


(25,989
)






(30,405
)Cash and cash equivalents at beginning of period


9,236



(1,584
)


71,565







79,217Cash and cash equivalents at end of period

$
12,698


$
(9,462
)

$
45,576


$



$
48,812  104




---



##### Table of Contents



II.
    Supplementary
    Data Quarterly
    Financial Information (Unaudited)    Quarter Ended2007

March 24, 2007


June 16, 2007


October 6, 2007


December 29, 2007(In thousands)Revenues, net

$
1,554,369


$
1,763,224


$
2,009,098


$
1,604,274Gross margin


138,951



187,431



155,408



141,259Income (loss) from continuing operations, net of income taxes


(9,162
)


48,514



(64,735
)


(32,556
)Income (loss) from discontinued operations, net of income taxes


(1,053
)


541



1,408



(463
)Net income (loss)


(10,215
)


49,055



(63,327
)


(33,019
)   Quarter Ended2006

March 25, 2006


June 17, 2006


October 7, 2006


December 30, 2006(In thousands)Revenues, net

$
1,393,013


$
1,572,231


$
1,762,439


$
1,423,254Gross margin


130,023



181,913



104,736



115,847Income (loss) from continuing operations, net of income taxes


(5,849
)


18,876



(58,652
)


(49,052
)Income (loss) from discontinued operations, net of income taxes


(5
)


(350
)


2,549



42Gain on disposal of discontinued operations, net of income taxes














2,814Net income (loss)


(5,854
)


18,526



(56,103
)


(46,196
)   Accounting for the Impairment or
    Disposal of Long-Lived Assets
    Accounting For Planned Major Maintenance
    Activities accrue-in-advance
 105




---



##### 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
  15d-15(e)
    Changes
    in Internal Control Over Financial Reporting
    Annual
    Report of Management on Internal Control Over Financial
    Reporting
  Rule 15d-15(f) Internal
    Control  Integrated Framework
    Item 9B.
    Other
    Information   106




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    David H. Murdock, Chairman of the
    Board.
  C. Michael Carter, Executive Vice President, General
    Counsel and Corporate Secretary, and
    Director.
  Andrew J. Conrad, Ph.D.,
    Director. co-founder
  David A. DeLorenzo, President and Chief Executive Officer,
    and Director.
  Scott A. Griswold, Executive Vice President, Corporate
    Development, and Director. and/or
  Justin M. Murdock, Vice President, New Products and Corporate
    Development, and Director.
  Edward C. Roohan, Director.
 107




---



##### Table of Contents



and/or
  Joseph S. Tesoriero, Vice President and Chief Financial
    Officer.
  Roberta Wieman, Executive Vice President, Chief of Staff, and
    Director.
  Rule 3b-7)
      Regulation S-K)
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Objectives
   108




---



##### Table of Contents



Corporate
    Compensation and Benefits Committee Role
    Role
    of Named Executive Officers in Compensation
    Decisions
    Setting
    Executive Pay
    Anheuser-Busch Companies, Inc.

Constellation Brands, Inc.

The Hershey Company

Reynolds American Inc.ARAMARK Corporation

Corn Products International Inc.

Hormel Foods Corporation

Sara Lee CorporationCampbell Soup Company

Del Monte Foods Company

Kellogg Company

UST Inc.Chiquita Brands International, Inc.

General Mills, Inc.

McCormick & Company, Inc.

Wm. Wrigley Jr. CompanyConAgra Foods, Inc.

H. J. Heinz Company

Molson Coors Brewing Co.         Pay
    Mix
   109




---



##### Table of Contents



Base
    Salary
    Annual
    Incentives
  One-Year
  Long-Term
    Incentives
  2007-2009 2008-2010
  2007-2009
   110




---



##### Table of Contents



2005-2007
  Retirement
    Plan
  1 2
  Savings
    Plans
      Perquisites
         111




---



##### Table of Contents



The Corporate
    Compensation
    and Benefits Committee
       112




---



##### Table of Contents



SUMMARY
    COMPENSATION TABLE
    Change inPension ValueandNonqualifiedNon-Equity


DeferredIncentive Plan


Compensation


All OtherName and Principal Position

Year


Salary(1)


Bonus(2)


Compensation(3)


Earnings(4)


Compensation(5)(6)


TotalDavid H. Murdock


2007


$
950,000


$
TBD


$
247,950


$
(85,159
)

$
29,415


$
TBDChairman


2006


$
950,000


$



$
437,950


$
(7,972
)

$
26,795


$
1,406,773Dole Food Company, Inc.David A. DeLorenzo


2007


$
687,692


$
TBD


$



$
(122,773
)

$
41,352


$
TBDPresident and Chief Executive Officer
    Dole Food Company, Inc.Richard J. Dahl(7)


2007


$
375,000


$



$
163,125


$
69,292


$
777,948


$
1,385,365Former President and Chief Operating Officer
    Dole Food Company, Inc.


2006


$
750,000


$



$
195,925


$
54,402


$
360,939


$
1,361,266C. Michael Carter


2007


$
600,000


$
TBD


$
118,690


$
78,891


$
80,805


$
TBDExecutive Vice President, General Counsel and Corporate
    Secretary
    Dole Food Company, Inc.


2006


$
562,500


$
450,000


$
195,925


$
63,095


$
300,893


$
1,572,413Joseph S. Tesoriero


2007


$
444,231


$
TBD


$
36,703


$
11,944


$
62,293


$
TBDVice President and Chief Financial Officer,
    Dole Food Company, Inc.


2006


$
425,000


$
100,000


$
50,134


$
7,665


$
112,248


$
695,047     (1)
    
    2007 salaries reflect Doles fiscal year containing
    52 weeks. Base salary adjustments are made based on
    performance, internal equity and market data.(2)
    
    The Committee has not yet determined bonus amounts with respect
    to performance for 2007 under the One-Year Plan, which is
    discussed in further detail on page 110, but is expected to
    do so by the end of the second fiscal quarter of 2008.(3)
    
    Amounts shown reflect awards earned for the 2005 
    2007 incentive period (paid in 2008) under the Growth Plan.
    Further explanation can be found on page 110.(4)
    
    The amounts shown reflect the actuarial decrease or increase in
    the present value of Mr. Murdocks,
    Mr. DeLorenzos and Mr. Carters benefits
    under all pension plans established by the Company using
    interest rate and mortality rate assumptions consistent with
    those used in the Companys financial statements and
    includes amounts which the Named Executive Officer may not
    currently be entitled to receive. In general, the present value
    of the benefits under the pension plans increase until
    attainment of age 65 and thereafter decrease due to the
    mortality assumptions. Also reflected in the amounts shown is
    the annual earnings on each Named Executive Officers
    deferred compensation balance.(5)
    
    The 2007 amounts shown include the following: (1) on behalf
    of Mr. Murdock an amount of $24,415 for an annual
    subscription to the New York Metropolitan Opera;
    (2) Doles matching contributions to the 401(k) and
    Excess Savings Plans of Dole Food Company, Inc. (see
    Deferred Compensation  Qualified and
    Nonqualified on page 115) on behalf of
    Mr. Murdock $0, Mr. Carter $63,043, Mr. Dahl
    $13,173, Mr. DeLorenzo $41,262 and Mr. Tesoriero
    $33,000; (3) the value attributable to personal use of the
    company-provided automobiles for Mr. Carter $2,464, and
    Mr. Tesoriero $20,693; (4) an annual car allowance to
    Mr. Murdock $5,000, Mr. Carter $5,000 and
    Mr. Dahl $2,500 (pro-rated); (5) the cost of financial
    planning services reimbursed (amounts are included in the
    executives
    W-2 and
    taxes are borne by the executive) by the Company for
    Mr. Murdock $0, Mr. Carter $5,000, Mr. Dahl
    $5,000, Mr. DeLorenzo $0 and Mr. Tesoriero $4,850;
    (6) the cost of an annual executive physical (amounts are
    included in the executives
    W-2 and
    taxes are borne by the executive) for Mr. Murdock $0,
    Mr. Carter $5,298, Mr. Dahl $5,805, Mr. DeLorenzo
    $90 and Mr. Tesoriero 113




---



##### Table of Contents



$3,750; (7) annual dues of $1,470 for club membership for
    Mr. Dahl and (8) Mr. Dahl received a lump-sum
    separation payment in the amount of $750,000.(6)
    
    The 2006 amounts shown include the following (1) on behalf
    of Mr. Murdock an amount of $21,795 for an annual
    subscription to the New York Metropolitan Opera;
    (2) Doles matching contributions to the 401(k) and
    Excess Savings Plans of Dole Food Company, Inc, (see
    Deferred Compensation  Qualified and
    Nonqualified on page 115) on behalf of
    Mr. Murdock $0, Mr. Carter $37,518, Mr. Dahl
    $73,620 and Mr. Tesoriero $33,132; (3) the value
    attributable to personal use of the company-provided automobiles
    for Mr. Mr. Carter $3,162, Mr. Dahl $16,469 and
    Mr. Tesoriero $19,691; (4) the cost of financial
    planning services reimbursed (amounts are included in the
    executives
    W-2 and
    taxes are borne by the executive) by the Company for
    Mr. Murdock $0, Mr. Carter $5,000, Mr. Dahl
    $5,000 and Mr. Tesoriero $1,300; (5) an annual car
    allowance to Mr. Murdock $5,000, Mr. Carter $5,000 and
    Mr. Dahl $5,000; (6) the cost of an annual executive
    physical (amounts are included in the executives
    W-2 and
    taxes are borne by the executive) for Mr. Murdock $0,
    Mr. Carter $3,213, Mr. Dahl $6,000 and
    Mr. Tesoriero $5,925; (7) the delayed payout of 35%
    under the 2003 executive incentive plan paid in January 2006 for
    Mr. Murdock $0, Mr. Carter $252,000, Mr. Dahl
    $252,000 and Mr. Tesoriero $52,200; and (8) annual
    dues of $2,850 for club membership for Mr. Dahl.(7)
    
    Mr. Dahls employment with Dole terminated on
    June 29, 2007.  Grants
    of Plan-Based Awards Table
  Estimated Future Payout Under Non-Equity Incentive AwardsName

Grant Date


Incentive Period

Threshold


Target


MaximumDavid H. Murdock


1/1/2007


2007 Fiscal Year (1)(2)

$
285,000


$
950,000


$
2,850,0001/1/2007


2007-2009(3)(4)(5)

$
498,750


$
1,425,000


$
4,275,000David A. DeLorenzo


6/4/2007


2007 Fiscal Year(1)(2)

$
360,000


$
1,200,000


$
3,600,0006/4/2007


2007-2009(3)(4)(5)

$
630,000


$
1,800,000


$
5,400,000C. Michael Carter


1/1/2007


2007 Fiscal Year(1)(2)

$
135,000


$
450,000


$
1,350,0001/1/2007


2007-2009(3)(4)(5)

$
262,500


$
750,000


$
2,250,000Joseph S. Tesoriero


1/1/2007


2007 Fiscal Year(1)(2)

$
87,750


$
292,500


$
877,5001/1/2007


2007-2009(3)(4)(5)

$
181,125


$
517,500


$
1,552,500     (1)
    
    Under the One-Year Plan, target incentives for the Named
    Executive Officers, as a percentage of base salary, range from
    65% to 100%, depending principally on Doles performance
    relative to financial performance targets set in early 2006.
    Incentive awards for Named Executive Officers are determined
    based on the consolidated financial performance and are
    generally payable only if the specified minimum level of the
    Companys financial performance is realized and may be
    increased to maximum levels only if substantially higher
    performance levels are attained. Amounts shown represent the
    specified minimum of the thresholds shown, however,
    incentive awards can range from 0% to 300% of target incentives.
    Mr. Dahl is not eligible for incentive awards granted in
    2007.(2)
    
    Under the One-Year Plan, amounts for target and maximum are
    based on annual salary at the end of the Incentive Period.(3)
    
    The performance matrix established for the Incentive Period
    2007  2009 consists of a combination of revenue and
    return on shareholder investment as the financial performance
    goals used in determining the contingent awards for the Named
    Executive Officers. Amounts shown represent the specified
    minimum of the thresholds shown, however, incentive awards
    can range from 0% to 300% of target incentives. The performance
    matrix has not yet been established for the 2008 
    2010 Incentive Period. Final awards are paid in a lump sum
    within 90 days following the end of the Incentive Period. A
    final award may become payable in the event of the Named
    Executive Officers death, disability or retirement, or
    involuntary termination without cause, and are subject to
    customary adjustments for certain changes in capitalization.(4)
    
    If the minimum combination of revenue and return on shareholder
    investment in the performance matrix is not achieved as of the
    end of the Incentive Period, no amount will be earned by the
    Named Executive Officers for the Incentive Period. 114




---



##### Table of Contents



(5)
    
    Under the Growth Plan, contingent award amounts for target and
    maximum are based on annual salary at the beginning of the
    Incentive Period.  Pension
    Benefits
          Number ofYears of


Present Value of


PaymentsCredited


Accumulated


During LastName(1)

Plan Name


Service


Benefit


Fiscal YearDavid H. Murdock(2)


Plan 29



8.5


$
1,305,238


$
93,973Chairman


SERP



8.5


$
727,366


$
52,368Dole Food Company, Inc.David A. DeLorenzo(3)


Plan 29



31.5


$
984,801


$
75,349President and Chief Executive Officer


SERP



31.5


$
3,022,055


$
240,616Dole Food Company, Inc.C. Michael Carter


Plan 29



1.25


$
31,170


$
Executive Vice President,


SERP



1.25


$
30,287


$
General Counsel and Corporate SecretaryDole Food Company, Inc.     (1)
    
    Mr. Dahl and Mr. Tesoriero joined Dole after the
    defined benefit plans were frozen and are not shown in the table
    as they do not have an accrued benefit under the qualified or
    nonqualified defined benefits plan.(2)
    
    As required by the Internal Revenue Code, Mr. Murdock, who
    is over the age of
    701/2,
    is receiving his current annual retirement benefit as a joint
    and survivor annuity.(3)
    
    Mr. DeLorenzo retired from Dole on December 29, 2001
    and began receiving retirement benefit payments.
    Mr. DeLorenzo was rehired on June 4, 2007.  Deferred
    Compensation  Qualified and
    Nonqualified
     115




---



##### Table of Contents



Aggregate





AggregateExecutive


Registrant


Earnings





Balance atContributions


Contributions


in Last


Aggregate


Last FiscalName

in Last FY


in Last FY


FY


Withdrawals/Distributions


Year EndDavid H. Murdock

$



$



$
18,483


$



$
273,422ChairmanDole Food Company, Inc.David A. DeLorenzo

$
27,692


$
27,762


$
382


$



$
55,836President and Chief Executive OfficerDole Food Company, Inc.Richard J. Dahl

$



$
2,000


$
69,292


$

(1)

$
998,752Former President and Chief Operating OfficerDole Food Company, Inc.C. Michael Carter

$
48,057


$
49,543


$
73,518


$



$
1,150,617Executive Vice President,General Counsel and Corporate SecretaryDole Food Company, Inc.Joseph S. Tesoriero

$
22,500


$
19,500


$
11,944


$



$
198,554Vice President and Chief Financial OfficerDole Food Company, Inc.     (1)
    
    Mr. Dahl received a $998,825 distribution of his Excess
    Savings Plan balance in January 2008. This payment was made in
    accordance with the irrevocable election made by Mr. Dahl
    upon his participation in the Excess Savings Plan.       116




---



##### Table of Contents



Payments
    upon Termination or Change in Control
  David
    H. Murdock
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death &Executive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive Plan(1)

$



$
950,000


$



$



$
950,000


$
950,000Sustained Profit Growth Plan(2)

$
247,950


$



$
2,375,000


$



$
2,375,000


$
2,375,000Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
3,787


$



$
30,000


$
Cash Severance

$



$



$
931,724


$



$
5,700,000


$
Excise Tax and
    Gross-Up

$



$



$



$



$



$
   David
    A. DeLorenzo
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death andExecutive Payments Upon Separation

Termination(3)


Retirement


Cause


Termination


Control(4)


DisabilityOne-Year Management Incentive Plan(1)

$



$
1,200,000


$



$



$



$
1,200,000Sustained Profit Growth Plan(2)

$



$



$
866,000


$



$



$
866,000Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
277


$



$



$
Cash Severance

$



$



$
23,068


$



$



$
Excise Tax and
    Gross-Up

$



$



$



$



$



$
   C.
    Michael Carter
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death andExecutive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive Plan(1)

$



$
450,000


$



$



$
450,000


$
450,000Sustained Profit Growth Plan(2)

$
118,690


$
957,750


$
1,170,583


$



$
1,170,583


$
1,170,583Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
2,514


$



$
30,000


$
Cash Severance

$



$



$
213,460


$



$
3,150,000


$
Excise Tax and
    Gross-Up

$



$



$



$



$
1,432,862


$
   Joseph
    S. Tesoriero
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death andExecutive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive Plan(1)

$



$
292,500


$



$



$
292,500


$
292,500Sustained Profit Growth Plan(2)

$
36,703


$
638,958


$
638,958


$



$
638,958


$
638,958Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
2,901


$



$
30,000


$
Cash Severance

$



$



$
125,479


$



$
2,227,500


$
Excise Tax and
    Gross-Up

$



$



$



$



$
1,217,987


$
  117




---



##### Table of Contents



(1)
    
    For purposes of illustration, target amounts are shown. Payments
    made in the event of retirement, death or disability would be
    based on actual results after conclusion of the plan year.(2)
    
    For purposes of illustration, targets amounts are shown.
    Payments made in the event of retirement, death, disability or
    involuntary termination without cause would be based on actual
    results for the applicable incentive periods and the number of
    months of participation in any applicable incentive period.
    Amounts shown for retirement, death, disability, and involuntary
    termination without cause are payable following the termination
    and calculation of the applicable incentive period. Awards, if
    any, are prorated based on the applicable termination date for
    the Named Executive Officer. The performance matrix has not yet
    been established for the 2008  2010 Incentive Period.(3)
    
    Mr. DeLorenzo rejoined Dole in 2007 and became eligible for
    contingent awards in 2007.(4)
    
    A Change of Control Agreement has been offered to Mr. DeLorenzo
    effective March 5, 2008.  Severance
    Years of Service

Severance Pay Benefit1 to 4


2 weeks for each year of service plus 2 weeks5 to 14


2 weeks for each year of service plus 4 weeks15 or more


2 weeks for each year of service plus 6 weeks       Change
    of Control
     118




---



##### Table of Contents




    Three times the Named Executive Officers base salary
    Three times the Named Executive Officers target bonus
    $30,000, in lieu of any other health and welfare benefits,
    fringe benefits and perquisites (including medical, life,
    disability, accident and other insurance, car allowance or other
    health and welfare plan, programs, policies or practices or
    understandings but excluding the Named Executive Officers
    rights relative to the option of acquiring full ownership of the
    company car) and other taxable perquisites and fringe benefits
    that the Named Executive Officer or his family may have been
    entitled to receive
    The pro-rata portion of the greater of (i) the Named
    Executive Officers target amounts under the Growth Plan
    and (ii) the Named Executive Officers actual benefits
    under the Growth Plan
    Accrued obligations (any unpaid base salary to date of
    termination, any accrued vacation pay or paid time off), and
    deferred compensation  including interest and
    earnings and pursuant to outstanding elections
    Pro-rata portion of the Named Executive Officers target
    bonus for the fiscal year in which the termination occurs
    Reimbursement for outstanding reimbursable expenses
    A gross-up
    payment to hold the Named Executive Officer harmless against the
    impact, if any, of federal excise taxes imposed on the executive
    as a result of the payments contingent on a change in control.  change-in-control
          Form 8-K No. 1-4455.
  Non-Employee
    Director Compensation
     119




---



##### Table of Contents



Deferred
    Compensation
      Annual
    Physical
    Director 
    Summary Compensation Table
  Change in PensionFees Earned


Non-Equity


Value and Non-Or Paid in


Incentive Plan


Qualifed Deferred


All OtherName(1)

Cash(1)


Compensation


Compensation Earnings


Compensation


TotalAndrew J. Conrad

$
57,000


$



$
6,260
(3)

$



$
63,260David A. DeLorenzo(2)

$
32,715


$



$
23,079
(3)

$
2,800
(4)

$
58,594Edward C. Roohan

$
71,714


$



$



$



$
71,714     (1)
    
    David H. Murdock, the Companys Chairman of the Board,
    Richard J. Dahl, former President and Chief Operating Officer,
    C. Michael Carter, Executive Vice President, General Counsel and
    Corporate Secretary, Scott Griswold, Executive Vice President,
    Corporate Development, Justin Murdock, Vice President, New
    Products and Corporate Development and Roberta Wieman, Executive
    Vice President, Chief of Staff, are not included in this table
    because they are (or were) employees of the Company and do not
    receive any compensation for their service as Directors. David
    A. DeLorenzo received compensation for his service on the Board
    to June 2007 at which time he was rehired by the Company as
    President and Chief Executive Officer. Compensation for
    Messrs. Murdock, DeLorenzo, Dahl and Carter may be found in
    the Summary Compensation Table on page 113.(2)
    
    Mr. DeLorenzo retired from the Company on December 29,
    2001 as an employee of the Company and he is receiving
    retirement payments. He was rehired by the Company on
    June 4, 2007 at which time his fees for service on the
    Board of Directors, or any Board Committees, were terminated.(3)
    
    In 2007, interest earnings applied to deferred compensation
    accounts for Dr. Conrad and Mr. DeLorenzo were $6,260
    and $23,079, respectively.(4)
    
    The cost of Mr. DeLorenzos annual physical paid by
    the Company.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Amount andNature of


PercentBeneficial


ofTitle of Class

Name and Address of Beneficial Owner

Ownership(1)


ClassCommon Stock, $0.001 par value

David H. Murdock


1,000 shares



100
%Dole Food Company, Inc.One Dole DriveWestlake Village, CA 91362     (1)
    
    Mr. Murdock beneficially owns these shares through one or
    more affiliates, and has effective sole voting and dispositive
    power with respect to the shares. Beneficial ownership is
    determined in accordance with
    Rule 13d-3
    under the Securities Exchange Act of 1934, as amended.
    Mr. Murdock is Doles Chairman of the Board and Chief
    Executive Officer. 120




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions  inter
    alia,
    50-50
             121




---



##### Table of Contents



Form 10-K.
    Item 14.
    Principal
    Accountant Fees and Services  Principal
    Accountant Fees and Services
    Fiscal Year EndedDecember 29,


December 30,2007


2006(In thousands)Audit Fees(a)

$
3,959


$
3,626Audit-Related Fees(b)


436



675Total Audit and Audit Related Fees


4,395



4,301Tax Fees(c)


217



348All Other Fees(d)






Total

$
4,612


$
4,649     (a)
    
    Audit fees include $3,959,000 and $3,626,000 for services
    related to the audit of the annual consolidated financial
    statements and reviews of the quarterly condensed consolidated
    financial statements for 2007 and 2006, respectively.(b)
    
    Audit-related fees include $137,000 and $211,000
    Section 404 advisory services for 2007 and 2006,
    respectively. Audit-related fees for 2007 and 2006 also include
    $208,000 and $216,000, respectively, for employee benefit plan
    audits. The remaining amounts relate to accounting and financial
    reporting consultations, and various
    agreed-upon
    procedures and compliance reports.(c)
    
    There were no fees for tax compliance services billed in 2006
    and 2005, respectively. Fees for tax planning and advice billed
    in 2007 and 2006 were $217,500 and $348,000, respectively. 122




---



##### Table of Contents



(d)
    
    There were no other services billed to the Company in 2007 and
    2006.  Fiscal Year EndedDecember 29, 2007

December 30, 2006Ratio of Tax Planning and Advice Fees and All Other Fees to
    Audit Fees, Audit-Related Fees and Tax Compliance Fees


0.1:1



0.1:1    123




---



##### 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
    December 29, 2007, December 30, 2006 and Year Ended
    December 31, 2005


492.


Financial Statement ScheduleValuation and Qualifying Accounts


1323.


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 Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).3.1(b)

Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of January 12, 1988. Articles of Amendment to the
    Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of November 16, 1990, changed the companys
    name to Castle & Cooke Arizona, Inc. Articles of
    Amendment to the Articles of Incorporation of Castle &
    Cooke Arizona, Inc., dated as of December 21, 1995, changed
    the companys name to Calazo Corporation.3.1(c)

Articles of Incorporation of AG 1970, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1970, Inc., dated as of December 13,
    1989.3.1(d)

Articles of Incorporation of AG 1971, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1971, Inc., dated as of December 13,
    1989.3.1(e)

Articles of Incorporation of AG 1972, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1972, Inc., dated as of December 13,
    1989.3.1(f)

Articles of Incorporation of Castle & Cooke Homes,
    Inc., dated as of February 10, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Homes, Inc., dated as of March 18, 1996, changed the
    companys name to Alyssum Corporation.3.1(g)

Articles of Incorporation of Barclay Hollander Curci, Inc.,
    dated as of February 28, 1969. Certificate of Amendment of
    Articles of Incorporation, dated as of February 1975, changed
    the companys name to Barclay Hollander Corporation.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of November 26, 1980.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of June 11, 1990.3.1(h)

Articles of Incorporation of Grandma Macs Orchard, dated
    as of August 27, 1976. Certificate of Amendment of Articles
    of Incorporation of Grandma Macs Orchard, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant, Inc., dated as of March 4,
    1988, changed the companys name to Dole Bakersfield, Inc.
    Certificate of Amendment of Articles of Incorporation of Dole
    Bakersfield, Inc., dated as of June 11, 1990. Agreement of
    Merger of Bud Antle, Inc. and Dole Bakersfield, Inc., dated as
    of December 18, 2000, changed the companys name to
    Bud Antle, Inc.3.1(i)

Articles of Incorporation of Lake Anderson Corporation, dated as
    of June 26, 1964. Certificate of Amendment of Articles of
    Incorporation, dated as of November 12, 1971. Certificate
    of Amendment of Articles of Incorporation, dated as of
    August 28, 1972, changed the companys name to Oceanic
    California Inc. Certificate of Amendment of Articles of
    Incorporation, dated as of July 14, 1977. Certificate of
    Amendment of Articles of Incorporation of Oceanic California
    Inc., dated as of June 17, 1981. Certificate of Amendment
    of Articles of Incorporation of Oceanic California Inc., dated
    as of November 16, 1990, changed the companys name to
    Castle & Cooke California, Inc. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke California, Inc., dated as of December 21, 1995,
    changed the companys name to Calicahomes, Inc.3.1(j)

Articles of Incorporation of California Polaris, Inc., dated as
    of April 6, 1979. 124




---



##### Table of Contents



ExhibitNumber

Title3.1(k)

Articles of Incorporation of Dole ABPIK, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole ABPIK, Inc., dated as of December 13,
    1989.3.1(l)

Articles of Incorporation of Castle & Cooke Sierra
    Vista, Inc., dated as of June 8, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Sierra Vista, Inc., dated as of March 18, 1996,
    changed the companys name to Dole Arizona Dried Fruit and
    Nut Company.3.1(m)

Articles of Incorporation of CCJM, Inc., dated as of
    December 11, 1989. Certificate of Amendment of Articles of
    Incorporation of CCJM, Inc., dated as of September 9, 1991,
    changed the companys name to Dole Carrot Company.3.1(n)

Articles of Incorporation of Miracle Fruit Company, dated as of
    September 12, 1979. Certificate of Amendment of Articles of
    Incorporation of Miracle Fruit Company, dated as of
    October 1, 1979, changed the companys name to Blue
    Goose Growers, Inc. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    June 11, 1990. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    February 15, 1991, changed the companys name to Dole
    Citrus.3.1(o)

Articles of Incorporation of Dole DF&N, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole DF&N, Inc., dated as of
    December 13, 1989.3.1(p)

General Partnership Agreement of Dole Dried Fruit and Nut
    Company, a California general partnership, dated as of
    October 15, 1995.3.1(q)

Articles of Incorporation of Canfield Farming Company, dated as
    of July 17, 1963. Certificate of Amendment of Articles of
    Incorporation of Canfield Farming Company, dated as of
    March 15, 1971, changed the companys name to Tenneco
    Farming Company. Certificate of Amendment of Articles of
    Incorporation of Tenneco Farming Company, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant Farming, Inc., dated as of
    April 25, 1988, changed the companys name to Dole
    Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Dole Farming, Inc., dated as of June 11,
    1990.3.1(r)

Articles of Incorporation of Castle & Cooke Fresh
    Vegetables, Inc., dated as of July 14, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Vegetables, Inc., dated as of December 13,
    1989. Certificate of Amendment of Articles of Incorporation of
    Castle & Cooke Fresh Vegetables, Inc., dated as of
    January 2, 1990, changed the companys name to Dole
    Fresh Vegetables, Inc.3.1(s)

Restated Articles of Incorporation of T.M. Duche Nut Co., Inc.,
    dated as of October 15, 1986. Certificate of Amendment of
    Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as
    of November 14, 1986. Certificate of Amendment of Articles
    of Incorporation, dated as of April 20, 1988, changed the
    companys name to Dole Nut Company. Certificate of
    Amendment of Articles of Incorporation of Dole Nut Company,
    dated as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of Dole Nut Company, dated as of
    January 28, 1998, changed the companys name to Dole
    Orland, Inc.3.1(t)

Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 15, 1952. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of September 27, 2000, changed the companys name
    to Dole Visage, Inc.3.1(u)

Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of November 25, 1975. Certificate of Amendment of
    Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of July 25, 1984, changed the companys name
    to E.T. Wall Company. Certificate of Amendment of Articles of
    Incorporation of E.T. Wall Company, dated as of June 11,
    1990.3.1(v)

Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of November 7, 1963. Certificate of Amendment of
    Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of December 13, 1989. 125




---



##### Table of Contents



ExhibitNumber

Title3.1(w)

Articles of Incorporation of The Citrus Company, dated as of
    February 1, 1984. Certificate of Amendment of Articles of
    Incorporation of The Citrus Company, dated as of
    February 16, 1984, changed the companys name to
    Fallbrook Citrus Company, Inc. Certificate of Amendment of
    Articles of Incorporation, dated as of March 15, 1994.
    Certificate of Amendment of Articles of Incorporation of
    Fallbrook Citrus Company, Inc., dated as of June 11, 1990.3.1(x)

Articles of Incorporation of Lindero Headquarters Company, Inc.,
    dated as of February 12, 1998.3.1(y)

Articles of Incorporation of Lindero Property, Inc., dated as of
    October 10, 1991.3.1(z)

Articles of Incorporation of Oceanview Produce Company, dated as
    of June 15, 1989. Certificate of Amendment of Articles of
    Incorporation of Oceanview Produce Company, dated as of
    August 7, 1989.3.1(aa)

Articles of Incorporation of Prairie Vista, Inc., dated as of
    November 23, 1953.3.1(ab)

Articles of Incorporation of Kingsize Packing Co., dated as of
    February 5, 1990. Certificate of Amendment of Articles of
    Incorporation of Kingsize Packing Co., dated as of
    March 30, 1990, changed the companys name to Royal
    Packing Co.3.1(ac)

Articles of Incorporation of Trojan Transport Co., dated as of
    August 31, 1955. Certificate of Amendment of Articles of
    Incorporation of Trojan Transport Co., dated as of July 31,
    1956, changed the companys name to Trojan Transportation
    and Warehouse Co. Certificate of Amendment of Articles of
    Incorporation of Trojan Transportation Co., dated as of
    January 24, 1961, changed the companys name to
    Veltman Terminal Co.3.1(ad)

Certificate of Incorporation of Bananera Antillana (Columbia),
    Inc., dated as of November 16, 1977.3.1(ae)

Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990. Certificate of Amendment of
    Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990.3.1(af)

Certificate of Incorporation of Tenneco Sudan, Inc., dated as of
    June 8, 1977. Certificate of Amendment of Certificate of
    Incorporation of Tenneco Sudan, Inc., dated as of
    December 10, 1986, changed the companys name to
    Tenneco Realty Development Holding Corporation. Certificate of
    Amendment of Certificate of Incorporation of Tenneco Realty
    Development Holding Corporation, dated as of April 21,
    1988, changed the companys name to Oceanic California
    Realty Development Holding Corporation. Certificate of Amendment
    of Certificate of Incorporation of Oceanic California Realty
    Development Holding Corporation, dated as of November 16,
    1990, changed the companys name to Castle &
    Cooke Bakersfield Holdings, Inc. Certificate of Amendment of
    Certificate of Incorporation of Castle & Cooke
    Bakersfield Holdings, Inc., dated as of March 18, 1996,
    changed the companys name to Delphinium Corporation.3.1(ag)

Certificate of Incorporation of Standard Banana Company, dated
    as of March 21, 1955. Certificate of Amendment of
    Certificate of Incorporation of Standard Banana Company, dated
    as of January 8, 1971, changed the companys name to
    Standard Fruit Sales Company. Certificate of Amendment of
    Certificate of Incorporation of Standard Fruit Sales Company,
    dated as of June 6, 1973, changed the companys name
    to Castle & Cooke Food Sales Company. Certificate of
    Amendment of Certificate of Incorporation of Castle &
    Cooke Food Sales Company, dated as of September 25, 1984,
    changed the companys name to Dole Europe Company.
    Certificate of Change of Location of Registered Office and of
    Registered Agent, dated as of April 18, 1988.3.1(ah)

Certificate of Incorporation of Castle Aviation, Inc., dated as
    of June 25, 1987. Certificate of Amendment of Certificate
    of Incorporation of Castle Aviation, Inc., dated as of
    April 10, 1992, changed the companys name to Dole
    Foods Flight Operations, Inc.3.1(ai)

Certificate of Incorporation of Cut Flower Exchange, Inc., dated
    as of February 11, 1988. Certificate of Merger, dated as of
    July 31, 1991, changed the companys name Sunburst
    Farms, Inc. Certificate of Amendment of Certificate of
    Incorporation of Sunburst Farms, Inc., dated as of June 23,
    1999, changed the companys name to Dole Fresh Flowers, Inc.3.1(aj)

Certificate of Incorporation of Wenatchee-Beebe Orchard Company,
    dated as of November 7, 1927. Certificate of Ownership and
    Merger in Wenatchee-Beebe Orchard Company, dated as of
    June 23, 1943. Certificate of Amendment of Certificate of
    Incorporation of Wenatchee-Beebe Orchard Company, dated as of
    April 20, 1983, changed the companys name to Beebe
    Orchard Company. Certificate of Merger of Wells and Wade Fruit
    Company and Beebe Orchard Company, dated as of March 23,
    2001, changed the companys name to Dole Northwest, Inc. 126




---



##### Table of Contents



ExhibitNumber

Title3.1(ak)

Certificate of Incorporation of Dole Sunburst Express, Inc.
    Certificate of Amendment of Certificate of Incorporation of Dole
    Sunburst Express, Inc., dated as of July 21, 1996, changed
    the companys name to Dole Sunfresh Express, Inc.3.1(al)

Certificate of Incorporation of Standard Fruit and Steamship
    Company, dated as of January 2, 1968.3.1(am)

Certificate of Incorporation of Standard Fruit Company, dated as
    of March 14, 1955. Certificate of Change of Location of
    Registered Office and of Registered Agent, dated as of
    April 18, 1988.3.1(an)

Certificate of Incorporation of Produce America, Inc., dated as
    of June 24, 1982. Certificate of Amendment of Certificate
    of Incorporation Before Payment of Capital of Produce America,
    Inc., dated as of October 29, 1982, changed the
    companys name to CCFV, Inc. Certificate of Amendment of
    Certificate of Incorporation of CCFV, Inc., dated as of
    September 29, 1983, changed the companys name to Sun
    Country Produce, Inc.3.1(ao)

Certificate of Incorporation of West Foods, Inc., dated as of
    March 9, 1973.3.1(ap)

Certificate of Incorporation of Cool Advantage, Inc., dated as
    of December 14, 1998.3.1(aq)

Articles of Incorporation of Cool Care Consulting, Inc., dated
    as of September 16, 1986. Articles of Amendment of Cool
    Care Consulting, Inc., dated as of April 4, 1996, changed
    the companys name to Cool Care, Inc.3.1(ar)

Articles of Incorporation of Flowernet, Inc., dated as of
    September 11, 1987.3.1(as)

Articles of Incorporation of Saw Grass Transport, Inc., dated as
    of June 24, 1999.3.1(at)

Articles of Incorporation of Castle & Cooke
    Development Corporation, dated as of June 8, 1992. Articles
    of Amendment to Change Corporate Name, dated as of March 1,
    1993, changed the companys name to Castle &
    Cooke Communities, Inc. Articles of Amendment to Change
    Corporate Name, dated as of March 18, 1996, changed the
    companys name to Blue Anthurium, Inc.3.1(au)

Articles of Incorporation of Dole Acquisition Corporation, dated
    as of October 13, 1994. Articles of Amendment to Change
    Corporate Name, dated as of January 10, 1995, changed the
    companys name to Castle & Cooke Homes, Inc.
    Articles of Amendment to Change Corporate Name, dated as of
    March 18, 1996, changed the companys name to
    Cerulean, Inc.3.1(av)

Articles of Incorporation of Castle & Cooke Land
    Company, Inc., dated as of March 8, 1990. Articles of
    Amendment to Change Corporate Name, dated as of May 7,
    1997, changed the companys name to Dole Diversified, Inc.3.1(aw)

Articles of Association of Kohala Sugar Company, dated as of
    February 3, 1863. Articles of Amendment to Change Corporate
    Name, dated as of May 1, 1989, changed the companys
    name to Dole Land Company, Inc.3.1(ax)

Articles of Incorporation of Dole Packaged Foods Corporation,
    dated as of April 4, 1990.3.1(ay)

Articles of Association of Oceanic Properties, Inc., dated as of
    May 19, 1961. Articles of Amendment to Change Corporate
    Name, dated as of October 23, 1990, changed the
    companys name to Castle & Cooke Properties, Inc.
    Articles of Amendment, dated as of November 26, 1990.
    Articles of Amendment to Change Corporate Name, dated as of
    December 4, 1995, changed the companys name to
    La Petite dAgen, Inc.3.1(az)

Articles of Incorporation of Lanai Holdings, Inc., dated as of
    May 4, 1990. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of January 22, 1996, changed the
    companys name to Malaga Company, Inc.3.1(ba)

Articles of Incorporation of M K Development, Inc., dated as of
    February 26, 1988. Articles of Amendment, dated as of
    November 26, 1990.3.1(bb)

Articles of Incorporation of Mililani Town, Inc., dated as of
    December 29, 1966. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, December 24, 1990, changed the
    companys name to Castle & Cooke Residential,
    Inc. Articles of Amendment to Change Corporate Name, dated as of
    October 21, 1993, changed the companys name to
    Castle & Cooke Homes Hawaii, Inc. Articles of
    Amendment to Change Corporate Name, dated as of December 4,
    1995, changed the companys name to Muscat, Inc. 127




---



##### Table of Contents



ExhibitNumber

Title3.1(bc)

Articles of Incorporation of Oahu Transport Company, Limited,
    dated as of April 15, 1947. Articles of Amendment, dated as
    of July 24, 1987. Articles of Amendment, dated as of May
    1997.3.1(bd)

Articles of Incorporation of Wahiawa Water Company, Inc., dated
    as of June 24, 1975.3.1(be)

Articles of Incorporation of Waialua Sugar Company, Inc., dated
    as of January 12, 1968. Certificate of Amendment, dated as
    of January 24, 1986.3.1(bf)

Certificate of Incorporation of Lanai Company, Inc., dated as of
    June 15, 1970. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of December 4, 1995, changed the
    companys name to Zante Currant, Inc.3.1(bg)

Articles of Incorporation of Diversified Imports Co., dated as
    of December 1, 1987.3.1(bh)

Articles of Incorporation of Dole Assets, Inc., dated as of
    September 9, 1997.3.1(bi)

Articles of Incorporation of Dole Fresh Fruit Company, dated as
    of September 12, 1985.3.1(bj)

Articles of Incorporation of Castle & Cooke Fresh
    Fruit, Inc., dated as of October 27, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Fruit Company, dated as of May 9, 1997, changed
    the companys name to Dole Holdings Inc.3.1(bk)

Articles of Incorporation of Dole Logistics Services, Inc.,
    dated as of February 4, 1993.3.1(bl)

Articles of Incorporation of Dole Ocean Cargo Express, Inc.,
    dated as of July 8, 1999.3.1(bm)

Articles of Incorporation of Dole Ocean Liner Express, Inc.,
    dated as of June 3, 1993.3.1(bn)

Articles of Incorporation of Renaissance Capital Corporation,
    dated as of July 28, 1995.3.1(bo)

Certificate of Incorporation of Sun Giant, Inc., dated as of
    December 8, 1987.3.1(bp)

Certificate of Incorporation of Miradero Fishing Company, Inc.,
    dated as of August 9, 1971.3.1(bq)

Articles of Incorporation of DNW Services Company, dated as of
    June 4, 1998.3.1(br)

Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 1995.3.1(bs)

Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated
    as of July 28, 1959. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    May 26, 1972. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    August 30, 1973. Amendment to Articles of Incorporation,
    dated as of June 25, 1976.3.1(bt)

Articles of Organization-Conversion of Dole Packaged Foods, LLC,
    dated as of December 30, 2005.3.2(a)

By-Laws of Dole Food Company, Inc. (incorporated by reference to
    Exhibit 3.2 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).3.2(b)

Form of By-Laws of the Additional Registrants.3.2(c)

Limited Liability Company Agreement of Dole Packaged Foods, LLC,
    dated as of December 30, 2005.4.1

Indenture, dated as of July 15, 1993, between Dole and
    Chase Manhattan Bank and Trust Company (formerly Chemical
    Trust Company of California) (incorporated by reference to
    Exhibit 4.6 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 23, 2002, File
    No. 1-4455).4.2

First Supplemental Indenture, dated as of April 30, 2002,
    between Dole and J.P. Morgan Trust Company, National
    Association, to the Indenture dated as of July 15, 1993,
    pursuant to which $400 million of Doles senior notes
    due 2009 were issued (incorporated by reference to
    Exhibit 4.9 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 23, 2002, File
    No. 1-4455).4.3

Officers Certificate, dated August 3, 1993, pursuant
    to which $175 million of Doles debentures due 2013
    were issued (incorporated by reference to Exhibit 4.3 to
    Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455).4.4

Second Supplemental Indenture, dated as of March 28, 2003,
    between Dole and Wells Fargo Bank, National Association
    (successor trustee to J.P. Morgan Trust Company), to
    the Indenture dated as of July 15, 1993 (incorporated by
    reference to Exhibit 4.10 to Doles Current Report on
    Form 8-K,
    event date April 4, 2003, File
    No. 1-4455).4.5

Agreement of Removal, Appointment and Acceptance, dated as of
    March 28, 2003, by and among Dole, J.P. Morgan
    Trust Company, National Association, successor in interest
    to Chemical Trust Company of California, as Prior Trustee,
    and Wells Fargo Bank, National Association. 128




---



##### Table of Contents



ExhibitNumber

Title4.6

Third Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.4.7

Indenture, dated as of March 28, 2003, by and among Dole,
    the guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $475 million of
    Doles
    87/8% senior
    notes due 2011 were issued (incorporated by reference to
    Exhibit 4.10 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).4.8

First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.4.9

Form of Global Note and Guarantee for Doles new
    87/8% senior
    notes due 2011 (included as Exhibit B to
    Exhibit Number 4.7 hereto).4.11

Indenture, dated as of May 29, 2003, by and among Dole, the
    guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $400 million of
    Doles
    71/4% senior
    notes due 2010 were issued.4.12

First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.4.13

Form of Global Note and Guarantee for Doles
    71/4% senior
    notes due 2010 (included as Exhibit A to
    Exhibit Number 4.11 hereto).4.14

Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement, dated as of February 1, 1999, between
    Dole and The Northern Trust Company (incorporated by
    reference to Exhibit 4.7 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455).10.1

Credit Agreement, dated as of March 28, 2003, amended and
    restated as of April 18, 2005 and further amended and
    restated as of April 12, 2006, among DHM Holding Company,
    Inc., a Delaware corporation, Dole Holding Company, LLC, a
    Delaware limited liability company, Dole Food Company, Inc., a
    Delaware corporation, Solvest, Ltd., a company organized under
    the laws of Bermuda, the Lenders from time to time party hereto,
    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,
    as Documentation Agent and Deutsche Bank Securities Inc., as
    Lead Arranger and Sole Book Runner (incorporated by reference to
    Exhibit 10.1 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455).10.2

Credit Agreement, dated as of April 12, 2006, among DHM
    Holding Company, Inc., a Delaware corporation, Dole Holding
    Company, LLC, a Delaware limited liability company, Dole Food
    Company, Inc., a Delaware corporation, the Lenders party hereto
    from time to time, Deutsche Bank AG New York Branch, as
    Administrative Agent, Banc of America Securities LLC, as
    Syndication Agent, Deutsche Bank Securities LLC and Banc of
    America Securities LLC, as Joint Book Running Managers and
    Deutsche Bank Securities Inc. as Lead Arranger (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

Doles Supplementary Executive Retirement Plan, effective
    January 1, 1989, First Restatement (incorporated by
    reference to Exhibit 10(c) to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 1990, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.4

Doles Executive Deferred Compensation Plan (incorporated
    by reference to Exhibit 10.9 to Doles Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1994, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.5

Doles 1996 Non-Employee Directors Deferred Stock and Cash
    Compensation Plan, as amended effective October 9, 1998
    (incorporated by reference to Exhibit 10 to Doles
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended October 10, 1998, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455). 129




---



##### Table of Contents



ExhibitNumber

Title10.6*

Schedule of executive officers having Form 1 Change of
    Control Agreement.10.7

Form 1 Change of Control Agreement (incorporated by
    reference to Exhibit 10.14 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended March 23, 2002, File
    No. 1-4455).12*

Ratio of Earnings to Fixed Charges.21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP.31.1*

Certification by the President and Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.31.2*

Certification by the Vice President and Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.32.1**

Certification by the President and Chief Executive Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.32.2**

Certification by the Vice President and Chief Financial Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.     
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004, File
    No. 333-106493
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Annual Report on Form 10-K, filed
    with the Commission on March 23, 2007,
    File No. 1-4455*
    
    Filed herewith**
    
    Furnished herewith 130




---



##### 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 10, 2008/s/  David
    A. DeLorenzoDavid
    A. DeLorenzo

President and Chief Executive Officer
    and Director

March 10, 2008/s/  C.
    Michael CarterC.
    Michael Carter

Executive Vice President, General
    Counsel and Corporate Secretary
    and Director

March 10, 2008/s/  Scott
    A. GriswoldScott
    A. Griswold

Executive Vice President, Corporate Development and Director

March 10, 2008/s/  Roberta
    WiemanRoberta
    Wieman

Executive Vice President,
    Chief of Staff and Director

March 10, 2008/s/  Joseph
    S. TesorieroJoseph
    S. Tesoriero

Vice President and Chief Financial Officer

March 10, 2008/s/  Yoon
    J. HughYoon
    J. Hugh

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

March 10, 2008/s/  Andrew
    J. ConradAndrew
    J. Conrad

Director

March 10, 2008/s/  Justin
    MurdockJustin
    Murdock

Vice President, New Products and
    Corporate Development and Director

March 10, 2008/s/  Edward
    C. RoohanEdward
    C. Roohan

Director

March 10, 2008  131




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  VALUATION
    AND QUALIFYING ACCOUNTS
  Additions


DeductionsBalance at





Charged to


Balance atBeginning


Charged to Costs


Other


End ofof Period


and Expenses


Accounts(A)


Period(In thousands)Year Ended December 29, 2007Allowance for doubtful accountsTrade receivables

$
47,806


$
18,060


$
(18,918
)

$
290


$
47,238Notes and other current receivables


14,826



3,098



(3,428
)


(14
)


14,482Long-term notes and other receivables


17,927



4,011



(7,205
)


3,803



18,536Year Ended December 30, 2006Allowance for doubtful accountsTrade receivables

$
44,154


$
16,259


$
(9,857
)

$
(2,750
)

$
47,806Notes and other current receivables


14,431



2,382



(1,936
)


(51
)


14,826Long-term notes and other receivables


12,583



2,045



(1,161
)


4,460



17,927Year Ended December 31, 2005Allowance for doubtful accountsTrade receivables

$
49,312


$
21,121


$
(22,673
)

$
(3,606
)

$
44,154Notes and other current receivables


16,221



3,496



(8,760
)


3,474



14,431Long-term notes and other receivables


8,670



1,354



(2,207
)


4,766



12,583     Note:
  (A)
    
    Purchase accounting and transfers among accounts 132




---



##### 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 Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).3.1(b)

Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of January 12, 1988. Articles of Amendment to the
    Articles of Incorporation of Oceanic Properties Arizona, Inc.,
    dated as of November 16, 1990, changed the companys
    name to Castle & Cooke Arizona, Inc. Articles of
    Amendment to the Articles of Incorporation of Castle &
    Cooke Arizona, Inc., dated as of December 21, 1995, changed
    the companys name to Calazo Corporation.3.1(c)

Articles of Incorporation of AG 1970, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1970, Inc., dated as of December 13,
    1989.3.1(d)

Articles of Incorporation of AG 1971, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1971, Inc., dated as of December 13,
    1989.3.1(e)

Articles of Incorporation of AG 1972, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1972, Inc., dated as of December 13,
    1989.3.1(f)

Articles of Incorporation of Castle & Cooke Homes,
    Inc., dated as of February 10, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Homes, Inc., dated as of March 18, 1996, changed the
    companys name to Alyssum Corporation.3.1(g)

Articles of Incorporation of Barclay Hollander Curci, Inc.,
    dated as of February 28, 1969. Certificate of Amendment of
    Articles of Incorporation, dated as of February 1975, changed
    the companys name to Barclay Hollander Corporation.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of November 26, 1980.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of June 11, 1990.3.1(h)

Articles of Incorporation of Grandma Macs Orchard, dated
    as of August 27, 1976. Certificate of Amendment of Articles
    of Incorporation of Grandma Macs Orchard, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant, Inc., dated as of March 4,
    1988, changed the companys name to Dole Bakersfield, Inc.
    Certificate of Amendment of Articles of Incorporation of Dole
    Bakersfield, Inc., dated as of June 11, 1990. Agreement of
    Merger of Bud Antle, Inc. and Dole Bakersfield, Inc., dated as
    of December 18, 2000, changed the companys name to
    Bud Antle, Inc.3.1(i)

Articles of Incorporation of Lake Anderson Corporation, dated as
    of June 26, 1964. Certificate of Amendment of Articles of
    Incorporation, dated as of November 12, 1971. Certificate
    of Amendment of Articles of Incorporation, dated as of
    August 28, 1972, changed the companys name to Oceanic
    California Inc. Certificate of Amendment of Articles of
    Incorporation, dated as of July 14, 1977. Certificate of
    Amendment of Articles of Incorporation of Oceanic California
    Inc., dated as of June 17, 1981. Certificate of Amendment
    of Articles of Incorporation of Oceanic California Inc., dated
    as of November 16, 1990, changed the companys name to
    Castle & Cooke California, Inc. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke California, Inc., dated as of December 21, 1995,
    changed the companys name to Calicahomes, Inc.3.1(j)

Articles of Incorporation of California Polaris, Inc., dated as
    of April 6, 1979.3.1(k)

Articles of Incorporation of Dole ABPIK, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole ABPIK, Inc., dated as of December 13,
    1989.3.1(l)

Articles of Incorporation of Castle & Cooke Sierra
    Vista, Inc., dated as of June 8, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Sierra Vista, Inc., dated as of March 18, 1996,
    changed the companys name to Dole Arizona Dried Fruit and
    Nut Company.3.1(m)

Articles of Incorporation of CCJM, Inc., dated as of
    December 11, 1989. Certificate of Amendment of Articles of
    Incorporation of CCJM, Inc., dated as of September 9, 1991,
    changed the companys name to Dole Carrot Company.3.1(n)

Articles of Incorporation of Miracle Fruit Company, dated as of
    September 12, 1979. Certificate of Amendment of Articles of
    Incorporation of Miracle Fruit Company, dated as of
    October 1, 1979, changed the companys name to Blue
    Goose Growers, Inc. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    June 11, 1990. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    February 15, 1991, changed the companys name to Dole
    Citrus.




---



##### Table of Contents



ExhibitNumber

Title3.1(o)

Articles of Incorporation of Dole DF&N, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole DF&N, Inc., dated as of
    December 13, 1989.3.1(p)

General Partnership Agreement of Dole Dried Fruit and Nut
    Company, a California general partnership, dated as of
    October 15, 1995.3.1(q)

Articles of Incorporation of Canfield Farming Company, dated as
    of July 17, 1963. Certificate of Amendment of Articles of
    Incorporation of Canfield Farming Company, dated as of
    March 15, 1971, changed the companys name to Tenneco
    Farming Company. Certificate of Amendment of Articles of
    Incorporation of Tenneco Farming Company, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant Farming, Inc., dated as of
    April 25, 1988, changed the companys name to Dole
    Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Dole Farming, Inc., dated as of June 11,
    1990.3.1(r)

Articles of Incorporation of Castle & Cooke Fresh
    Vegetables, Inc., dated as of July 14, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Vegetables, Inc., dated as of December 13,
    1989. Certificate of Amendment of Articles of Incorporation of
    Castle & Cooke Fresh Vegetables, Inc., dated as of
    January 2, 1990, changed the companys name to Dole
    Fresh Vegetables, Inc.3.1(s)

Restated Articles of Incorporation of T.M. Duche Nut Co., Inc.,
    dated as of October 15, 1986. Certificate of Amendment of
    Articles of Incorporation of T.M. Duche Nut Co., Inc., dated as
    of November 14, 1986. Certificate of Amendment of Articles
    of Incorporation, dated as of April 20, 1988, changed the
    companys name to Dole Nut Company. Certificate of
    Amendment of Articles of Incorporation of Dole Nut Company,
    dated as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of Dole Nut Company, dated as of
    January 28, 1998, changed the companys name to Dole
    Orland, Inc.3.1(t)

Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 15, 1952. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of September 27, 2000, changed the companys name
    to Dole Visage, Inc.3.1(u)

Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of November 25, 1975. Certificate of Amendment of
    Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of July 25, 1984, changed the companys name
    to E.T. Wall Company. Certificate of Amendment of Articles of
    Incorporation of E.T. Wall Company, dated as of June 11,
    1990.3.1(v)

Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of November 7, 1963. Certificate of Amendment of
    Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of December 13, 1989.3.1(w)

Articles of Incorporation of The Citrus Company, dated as of
    February 1, 1984. Certificate of Amendment of Articles of
    Incorporation of The Citrus Company, dated as of
    February 16, 1984, changed the companys name to
    Fallbrook Citrus Company, Inc. Certificate of Amendment of
    Articles of Incorporation, dated as of March 15, 1994.
    Certificate of Amendment of Articles of Incorporation of
    Fallbrook Citrus Company, Inc., dated as of June 11, 1990.3.1(x)

Articles of Incorporation of Lindero Headquarters Company, Inc.,
    dated as of February 12, 1998.3.1(y)

Articles of Incorporation of Lindero Property, Inc., dated as of
    October 10, 1991.3.1(z)

Articles of Incorporation of Oceanview Produce Company, dated as
    of June 15, 1989. Certificate of Amendment of Articles of
    Incorporation of Oceanview Produce Company, dated as of
    August 7, 1989.3.1(aa)

Articles of Incorporation of Prairie Vista, Inc., dated as of
    November 23, 1953.3.1(ab)

Articles of Incorporation of Kingsize Packing Co., dated as of
    February 5, 1990. Certificate of Amendment of Articles of
    Incorporation of Kingsize Packing Co., dated as of
    March 30, 1990, changed the companys name to Royal
    Packing Co.3.1(ac)

Articles of Incorporation of Trojan Transport Co., dated as of
    August 31, 1955. Certificate of Amendment of Articles of
    Incorporation of Trojan Transport Co., dated as of July 31,
    1956, changed the companys name to Trojan Transportation
    and Warehouse Co. Certificate of Amendment of Articles of
    Incorporation of Trojan Transportation Co., dated as of
    January 24, 1961, changed the companys name to
    Veltman Terminal Co.3.1(ad)

Certificate of Incorporation of Bananera Antillana (Columbia),
    Inc., dated as of November 16, 1977.




---



##### Table of Contents



ExhibitNumber

Title3.1(ae)

Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990. Certificate of Amendment of
    Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990.3.1(af)

Certificate of Incorporation of Tenneco Sudan, Inc., dated as of
    June 8, 1977. Certificate of Amendment of Certificate of
    Incorporation of Tenneco Sudan, Inc., dated as of
    December 10, 1986, changed the companys name to
    Tenneco Realty Development Holding Corporation. Certificate of
    Amendment of Certificate of Incorporation of Tenneco Realty
    Development Holding Corporation, dated as of April 21,
    1988, changed the companys name to Oceanic California
    Realty Development Holding Corporation. Certificate of Amendment
    of Certificate of Incorporation of Oceanic California Realty
    Development Holding Corporation, dated as of November 16,
    1990, changed the companys name to Castle &
    Cooke Bakersfield Holdings, Inc. Certificate of Amendment of
    Certificate of Incorporation of Castle & Cooke
    Bakersfield Holdings, Inc., dated as of March 18, 1996,
    changed the companys name to Delphinium Corporation.3.1(ag)

Certificate of Incorporation of Standard Banana Company, dated
    as of March 21, 1955. Certificate of Amendment of
    Certificate of Incorporation of Standard Banana Company, dated
    as of January 8, 1971, changed the companys name to
    Standard Fruit Sales Company. Certificate of Amendment of
    Certificate of Incorporation of Standard Fruit Sales Company,
    dated as of June 6, 1973, changed the companys name
    to Castle & Cooke Food Sales Company. Certificate of
    Amendment of Certificate of Incorporation of Castle &
    Cooke Food Sales Company, dated as of September 25, 1984,
    changed the companys name to Dole Europe Company.
    Certificate of Change of Location of Registered Office and of
    Registered Agent, dated as of April 18, 1988.3.1(ah)

Certificate of Incorporation of Castle Aviation, Inc., dated as
    of June 25, 1987. Certificate of Amendment of Certificate
    of Incorporation of Castle Aviation, Inc., dated as of
    April 10, 1992, changed the companys name to Dole
    Foods Flight Operations, Inc.3.1(ai)

Certificate of Incorporation of Cut Flower Exchange, Inc., dated
    as of February 11, 1988. Certificate of Merger, dated as of
    July 31, 1991, changed the companys name Sunburst
    Farms, Inc. Certificate of Amendment of Certificate of
    Incorporation of Sunburst Farms, Inc., dated as of June 23,
    1999, changed the companys name to Dole Fresh Flowers, Inc.3.1(aj)

Certificate of Incorporation of Wenatchee-Beebe Orchard Company,
    dated as of November 7, 1927. Certificate of Ownership and
    Merger in Wenatchee-Beebe Orchard Company, dated as of
    June 23, 1943. Certificate of Amendment of Certificate of
    Incorporation of Wenatchee-Beebe Orchard Company, dated as of
    April 20, 1983, changed the companys name to Beebe
    Orchard Company. Certificate of Merger of Wells and Wade Fruit
    Company and Beebe Orchard Company, dated as of March 23,
    2001, changed the companys name to Dole Northwest, Inc.3.1(ak)

Certificate of Incorporation of Dole Sunburst Express, Inc.
    Certificate of Amendment of Certificate of Incorporation of Dole
    Sunburst Express, Inc., dated as of July 21, 1996, changed
    the companys name to Dole Sunfresh Express, Inc.3.1(al)

Certificate of Incorporation of Standard Fruit and Steamship
    Company, dated as of January 2, 1968.3.1(am)

Certificate of Incorporation of Standard Fruit Company, dated as
    of March 14, 1955. Certificate of Change of Location of
    Registered Office and of Registered Agent, dated as of
    April 18, 1988.3.1(an)

Certificate of Incorporation of Produce America, Inc., dated as
    of June 24, 1982. Certificate of Amendment of Certificate
    of Incorporation Before Payment of Capital of Produce America,
    Inc., dated as of October 29, 1982, changed the
    companys name to CCFV, Inc. Certificate of Amendment of
    Certificate of Incorporation of CCFV, Inc., dated as of
    September 29, 1983, changed the companys name to Sun
    Country Produce, Inc.3.1(ao)

Certificate of Incorporation of West Foods, Inc., dated as of
    March 9, 1973.3.1(ap)

Certificate of Incorporation of Cool Advantage, Inc., dated as
    of December 14, 1998.3.1(aq)

Articles of Incorporation of Cool Care Consulting, Inc., dated
    as of September 16, 1986. Articles of Amendment of Cool
    Care Consulting, Inc., dated as of April 4, 1996, changed
    the companys name to Cool Care, Inc.3.1(ar)

Articles of Incorporation of Flowernet, Inc., dated as of
    September 11, 1987.3.1(as)

Articles of Incorporation of Saw Grass Transport, Inc., dated as
    of June 24, 1999.




---



##### Table of Contents



ExhibitNumber

Title3.1(at)

Articles of Incorporation of Castle & Cooke
    Development Corporation, dated as of June 8, 1992. Articles
    of Amendment to Change Corporate Name, dated as of March 1,
    1993, changed the companys name to Castle &
    Cooke Communities, Inc. Articles of Amendment to Change
    Corporate Name, dated as of March 18, 1996, changed the
    companys name to Blue Anthurium, Inc.3.1(au)

Articles of Incorporation of Dole Acquisition Corporation, dated
    as of October 13, 1994. Articles of Amendment to Change
    Corporate Name, dated as of January 10, 1995, changed the
    companys name to Castle & Cooke Homes, Inc.
    Articles of Amendment to Change Corporate Name, dated as of
    March 18, 1996, changed the companys name to
    Cerulean, Inc.3.1(av)

Articles of Incorporation of Castle & Cooke Land
    Company, Inc., dated as of March 8, 1990. Articles of
    Amendment to Change Corporate Name, dated as of May 7,
    1997, changed the companys name to Dole Diversified, Inc.3.1(aw)

Articles of Association of Kohala Sugar Company, dated as of
    February 3, 1863. Articles of Amendment to Change Corporate
    Name, dated as of May 1, 1989, changed the companys
    name to Dole Land Company, Inc.3.1(ax)

Articles of Incorporation of Dole Packaged Foods Corporation,
    dated as of April 4, 1990.3.1(ay)

Articles of Association of Oceanic Properties, Inc., dated as of
    May 19, 1961. Articles of Amendment to Change Corporate
    Name, dated as of October 23, 1990, changed the
    companys name to Castle & Cooke Properties, Inc.
    Articles of Amendment, dated as of November 26, 1990.
    Articles of Amendment to Change Corporate Name, dated as of
    December 4, 1995, changed the companys name to
    La Petite dAgen, Inc.3.1(az)

Articles of Incorporation of Lanai Holdings, Inc., dated as of
    May 4, 1990. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of January 22, 1996, changed the
    companys name to Malaga Company, Inc.3.1(ba)

Articles of Incorporation of M K Development, Inc., dated as of
    February 26, 1988. Articles of Amendment, dated as of
    November 26, 1990.3.1(bb)

Articles of Incorporation of Mililani Town, Inc., dated as of
    December 29, 1966. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, December 24, 1990, changed the
    companys name to Castle & Cooke Residential,
    Inc. Articles of Amendment to Change Corporate Name, dated as of
    October 21, 1993, changed the companys name to
    Castle & Cooke Homes Hawaii, Inc. Articles of
    Amendment to Change Corporate Name, dated as of December 4,
    1995, changed the companys name to Muscat, Inc.3.1(bc)

Articles of Incorporation of Oahu Transport Company, Limited,
    dated as of April 15, 1947. Articles of Amendment, dated as
    of July 24, 1987. Articles of Amendment, dated as of May
    1997.3.1(bd)

Articles of Incorporation of Wahiawa Water Company, Inc., dated
    as of June 24, 1975.3.1(be)

Articles of Incorporation of Waialua Sugar Company, Inc., dated
    as of January 12, 1968. Certificate of Amendment, dated as
    of January 24, 1986.3.1(bf)

Certificate of Incorporation of Lanai Company, Inc., dated as of
    June 15, 1970. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, dated as of December 4, 1995, changed the
    companys name to Zante Currant, Inc.3.1(bg)

Articles of Incorporation of Diversified Imports Co., dated as
    of December 1, 1987.3.1(bh)

Articles of Incorporation of Dole Assets, Inc., dated as of
    September 9, 1997.3.1(bi)

Articles of Incorporation of Dole Fresh Fruit Company, dated as
    of September 12, 1985.3.1(bj)

Articles of Incorporation of Castle & Cooke Fresh
    Fruit, Inc., dated as of October 27, 1983. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Fresh Fruit Company, dated as of May 9, 1997, changed
    the companys name to Dole Holdings Inc.3.1(bk)

Articles of Incorporation of Dole Logistics Services, Inc.,
    dated as of February 4, 1993.3.1(bl)

Articles of Incorporation of Dole Ocean Cargo Express, Inc.,
    dated as of July 8, 1999.3.1(bm)

Articles of Incorporation of Dole Ocean Liner Express, Inc.,
    dated as of June 3, 1993.3.1(bn)

Articles of Incorporation of Renaissance Capital Corporation,
    dated as of July 28, 1995.3.1(bo)

Certificate of Incorporation of Sun Giant, Inc., dated as of
    December 8, 1987.3.1(bp)

Certificate of Incorporation of Miradero Fishing Company, Inc.,
    dated as of August 9, 1971.3.1(bq)

Articles of Incorporation of DNW Services Company, dated as of
    June 4, 1998.




---



##### Table of Contents



ExhibitNumber

Title3.1(br)

Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 1995.3.1(bs)

Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated
    as of July 28, 1959. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    May 26, 1972. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    August 30, 1973. Amendment to Articles of Incorporation,
    dated as of June 25, 1976.3.1(bt)

Articles of Organization-Conversion of Dole Packaged Foods, LLC,
    dated as of December 30, 20053.2(a)

By-Laws of Dole Food Company, Inc. (incorporated by reference to
    Exhibit 3.2 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).3.2(b)

Form of By-Laws of the Additional Registrants.3.2(c)

Limited Liability Agreement of Dole Packaged Foods, LLC, dated
    as of December 30, 20054.1

Indenture, dated as of July 15, 1993, between Dole and
    Chase Manhattan Bank and Trust Company (formerly Chemical
    Trust Company of California) (incorporated by reference to
    Exhibit 4.6 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 23, 2002, File
    No. 1-4455).4.2

First Supplemental Indenture, dated as of April 30, 2002,
    between Dole and J.P. Morgan Trust Company, National
    Association, to the Indenture dated as of July 15, 1993,
    pursuant to which $400 million of Doles senior notes
    due 2009 were issued (incorporated by reference to
    Exhibit 4.9 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 23, 2002, File
    No. 1-4455).4.3

Officers Certificate, dated August 3, 1993, pursuant
    to which $175 million of Doles debentures due 2013
    were issued (incorporated by reference to Exhibit 4.3 to
    Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455).4.4

Second Supplemental Indenture, dated as of March 28, 2003,
    between Dole and Wells Fargo Bank, National Association
    (successor trustee to J.P. Morgan Trust Company), to
    the Indenture dated as of July 15, 1993 (incorporated by
    reference to Exhibit 4.10 to Doles Current Report on
    Form 8-K,
    event date April 4, 2003, File
    No. 1-4455).4.5

Agreement of Removal, Appointment and Acceptance, dated as of
    March 28, 2003, by and among Dole, J.P. Morgan
    Trust Company, National Association, successor in interest
    to Chemical Trust Company of California, as Prior Trustee,
    and Wells Fargo Bank, National Association.4.6

Third Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.4.7

Indenture, dated as of March 28, 2003, by and among Dole,
    the guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $475 million of
    Doles
    87/8% senior
    notes due 2011 were issued (incorporated by reference to
    Exhibit 4.10 to Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).4.8

First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.4.9

Form of Global Note and Guarantee for Doles new
    87/8% senior
    notes due 2011 (included as Exhibit B to
    Exhibit Number 4.7 hereto).4.11

Indenture, dated as of May 29, 2003, by and among Dole, the
    guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $400 million of
    Doles
    71/4% senior
    notes due 2010 were issued.4.12

First Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee.4.13

Form of Global Note and Guarantee for Doles
    71/4% senior
    notes due 2010 (included as Exhibit A to
    Exhibit Number 4.11 hereto).4.14

Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement, dated as of February 1, 1999, between
    Dole and The Northern Trust Company (incorporated by
    reference to Exhibit 4.7 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455).




---



##### Table of Contents



ExhibitNumber

Title10.1

Credit Agreement, dated as of March 28, 2003, amended and
    restated as of April 18, 2005 and further amended and
    restated as of April 12, 2006, among DHM Holding Company,
    Inc., a Delaware corporation, Dole Holding Company, LLC, a
    Delaware limited liability company, Dole Food Company, Inc., a
    Delaware corporation, Solvest, Ltd., a company organized under
    the laws of Bermuda, the Lenders from time to time party hereto,
    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,
    as Documentation Agent and Deutsche Bank Securities Inc., as
    Lead Arranger and Sole Book Runner (incorporated by reference to
    Exhibit 10.1 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455).10.2

Credit Agreement, dated as of April 12, 2006, among DHM
    Holding Company, Inc., a Delaware corporation, Dole Holding
    Company, LLC, a Delaware limited liability company, Dole Food
    Company, Inc., a Delaware corporation, the Lenders party hereto
    from time to time, Deutsche Bank AG New York Branch, as
    Administrative Agent, Banc of America Securities LLC, as
    Syndication Agent, Deutsche Bank Securities LLC and Banc of
    America Securities LLC, as Joint Book Running Managers and
    Deutsche Bank Securities Inc. as Lead Arranger (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

Doles Supplementary Executive Retirement Plan, effective
    January 1, 1989, First Restatement (incorporated by
    reference to Exhibit 10(c) to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 1990, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.4

Doles Executive Deferred Compensation Plan (incorporated
    by reference to Exhibit 10.9 to Doles Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1994, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.5

Doles 1996 Non-Employee Directors Deferred Stock and Cash
    Compensation Plan, as amended effective October 9, 1998
    (incorporated by reference to Exhibit 10 to Doles
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended October 10, 1998, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.6*

Schedule of executive officers having Form 1 Change of
    Control Agreement.10.7

Form 1 Change of Control Agreement (incorporated by
    reference to Exhibit 10.14 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended March 23, 2002, File
    No. 1-4455).12*

Ratio of Earnings to Fixed Charges.21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP.31.1*

Certification by the President and Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.31.2*

Certification by the Vice President and Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act.32.1**

Certification by the President and Chief Executive Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.32.2**

Certification by the Vice President and Chief Financial Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.     
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004, File
    No. 333-106493
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Annual Report on Form 10-K, Filed
    with the Commission on March 23, 2007,
    File No. 1-4455.*
    
    Filed herewith**
    
    Furnished herewith