Exhibit 13.1

Results of Operations and Selected Financial Data

|(In Millions, Except Per-Share Data)                         |                                        | 2001 |       | 2000  |   | 1999  |       | 1998 |       | 1997 
|------------------------------------------------------------ | -------------------------------------- | ---- | ----- | ----- | - | ----- | ----- | ---- | ----- | -----
|Revenue                                                      |                                        | $    | 4,449 |       | $ | 4,502 |       | $    | 4,543 |      
|Cost of products sold                                        |                                        |      | 3,881 |       |   | 3,878 |       |      | 3,945 |      
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|                                                             | Gross margin                           |      |       | 568   |   |       | 624   |      |       | 598  
|Selling, marketing and general and administrative expenses   |                                        |      | 518   |       |   | 499   |       |      | 480   |      
|Gain on sale of citrus assets                                |                                        |      |      |       |   | (9    | )     |      |      |      
|Business downsizing charges                                  |                                        |      |      |       |   | 46    |       |      | 48    |      
|Hurricane Mitch charge (insurance proceeds)net              |                                        |      |      |       |   | (43   | )     |      | (20   | )    
|Citrus charge                                                |                                        |      |      |       |   |      |       |      |      |      
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|                                                             | Operating income                       |      |       | 50    |   |       | 131   |      |       | 90   
|Interest expensenet                                         |                                        |      | 65    |       |   | 76    |       |      | 76    |      
|Other income (expense)net                                   |                                        |      | 7     |       |   | 1     |       |      | 6     |      
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|Income (loss) from continuing operations before income taxes |                                        |      | (8    | )     |   | 56    |       |      | 20    |      
|Income taxes                                                 |                                        |      | 29    |       |   | 20    |       |      | 3     |      
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|Income (loss) from continuing operations                     |                                        |      | (37   | )     |   | 36    |       |      | 17    |      
|Income from discontinued operations, net of taxes            |                                        |      | 19    |       |   | 32    |       |      | 32    |      
|Gain on disposal of discontinued operations, net of taxes    |                                        |      | 168   |       |   |      |       |      |      |      
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|Net income                                                   |                                        |      | 150   |       |   | 68    |       |      | 49    |      
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|Diluted net income (loss) per common share                   |                                        |      |       |       |   |       |       |      |       |      
|                                                             | Continuing operations                  |      | $     | (0.66 | ) | $     | 0.65  |      | $     | 0.29 
|                                                             | Discontinued operations                |      |       | 3.33  |   |       | 0.56  |      |       | 0.56 
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|                                                             | Net income                             |      |       | 2.67  |   |       | 1.21  |      |       | 0.85 
|                                                             |                                        |      |       |       |   |       |       |      |       |      
|Other statistics                                             |                                        |      |       |       |   |       |       |      |       |      
|                                                             | Working capital                        |      | $     | 511   |   | $     | 356   |      | $     | 381  
|                                                             | Total assets                           |      |       | 2,747 |   |       | 2,801 |      |       | 2,994
|                                                             | Long-term debt                         |      |       | 816   |   |       | 1,135 |      |       | 1,285
|                                                             | Total debt                             |      |       | 843   |   |       | 1,180 |      |       | 1,323
|                                                             | Common shareholders' equity            |      |       | 736   |   |       | 555   |      |       | 532  
|                                                             | Annual cash dividends per common share |      |       | 0.40  |   |       | 0.40  |      |       | 0.40 
|                                                             | Capital additions                      |      |       | 120   |   |       | 111   |      |       | 137  
|                                                             | Depreciation and amortization          |      |       | 118   |   |       | 125   |      |       | 124  
|                                                             |                                        |      |       |       |   |       |       |      |       |      

Note:
Revenue and cost of products sold for 2001, 2000, 1999, 1998 and 1997, reflect reclassifications of $169 million, $239 million, $266 million, $235 million and
$271 million, respectively, to present revenues in accordance with the interpretations of Staff Accounting Bulletin No. 101 issued by the Securities and Exchange Commission, which was
adopted by the Company during the fourth quarter of 2000 (see Note 2 to the Consolidated Financial Statements). Cost of products sold for 2001 includes business reconfiguration charges of
$133 million (see Note 5 to the Consolidated Financial Statements). Hurricane Mitch charge (insurance proceeds)net includes rehabilitation expenses and other costs of
$10 million and $25 million in 2000 and 1999, respectively, and insurance proceeds of $53 million and $45 million in 2000 and 1999, respectively (see Note 5 to the
Consolidated Financial Statements).

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

Overview

During 2001, Dole Food Company, Inc. and its consolidated subsidiaries' ("the Company") results of operations and financial condition were favorably
impacted by the following factors:



These
factors were partially offset by weak foreign currency exchange rates, primarily the yen.

During
the first quarter of 2001, the Company undertook an extensive cost savings initiative and engaged the Boston Consulting Group to assist in performing strategic and operational
reviews of its banana and fresh-cut flowers businesses and in implementing programs to enhance profitability and achieve consolidated savings from global strategic sourcing and logistics. The Company
completed this review in the fourth quarter of 2001 and expects these critical assessments to result in cost savings and improved market focus, which should enhance profitability. The Company's
cost-cutting activities mainly included the elimination of shipping services, exiting more costly fruit sourcing arrangements and the consolidation of selling and general and administrative functions.

The
Company expects to realize $200 million of annual improvements to operating results on a steady state basis by 2003 as a result of these initiatives.

For
2001, the Company realized approximately $93 million of savings, before offsets, when compared to operating results for 2000. Offsets included the impact of lower pricing for
commodity vegetables, reduced sales volumes for fresh-cut flowers, the effect of foreign currency exchange primarily from the yen, the absence of earnings from the Honduran beverage business and
consulting costs associated with the strategic and operational reviews of the Company's businesses. Of the $93 million of savings, approximately $25 million was recognized in pre-tax
income, after offsets. For 2002, the Company expects an additional $66 million in profit improvements, with an anticipated favorable impact of $30 million on pre-tax income. This amount,
combined with $13 million of 2001 one-time offsets that will not be present in 2002, should result in approximately $43 million of incremental improvement in pre-tax profit as a result
of these programs. The remaining $41 million of savings is expected to be realized in 2003.

The
business reconfiguration programs resulted in the recognition of $133 million of one-time expenses for the year. Programs initiated during the second quarter of 2001 generated
$28 million of these one-time expenses and included the shut-down and related asset sales of the Company's California deciduous and Pacific Northwest apples operations, including packinghouses,
ranches and orchards in California and Washington. Programs initiated during the third quarter of 2001 constituted $105 million of these one-time expenses and included costs associated with the
planned divestiture of the Company's Pascual Hermanos fresh vegetables business in Spain and certain other non-core businesses in Europe, as well as the downsizing of banana and flower operations in
Latin America and banana production in the Philippines. A majority of the costs associated with these programs consisted of asset impairments necessary to write certain assets down to fair value, less
costs to sell. Also included in the $133 million of expense, were $42 million of accrued costs for employee severance, contract terminations and other costs associated with divestiture,
closure and other reconfiguration activities. A total of 3,179 employees in the Company's operations are being severed under these plans, of which 1,234 have been severed as of December 29,
2001. The Company anticipates the $133 million of charges to result in approximately $42 million of total cash payments, of which $11 million were

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incurred in 2001 with the remainder to be incurred primarily in 2002. The Company does not expect any further significant business reconfiguration charges associated with these programs in the
future.

While
the most significant accomplishments relative to reconfiguration of its operations were made in 2001, the Company did commence plans to reconfigure its operations in earlier years.
Due largely to continuing oversupply and other market conditions primarily affecting the Company's fresh fruit segment, particularly its banana business, the Company implemented a plan during the
latter part of 1999 to downsize certain of its global operations, and to initiate an early retirement program. In connection with its plan, the Company recorded a $48 million charge in the
fourth quarter of 1999, which was reported on a separate line in the Consolidated Statements of Income. The $48 million charge included costs to reduce the Company's productive capacity and
distribution infrastructure in its fresh fruit operations, primarily bananas. In Latin America, the Company ceased operations in Nicaragua and Venezuela and terminated certain ship charters and grower
contracts. In it European operations, the Company closed certain production and distribution sites and sales offices. In North America, the Company exited its citrus business in Florida and its almond
processing business in California. Costs to sever 1,483 employees were included in this plan, of which all had been severed as of December 29, 2001. The Company's early retirement program
resulted in the termination of 92 employees.

In
the third quarter of 2000, the Company initiated a plan to continue the downsizing of its fresh fruit operations, including the complete shutdown of certain activities. In connection
with its plan, the Company recorded a $46 million charge, which was reported on a separate line in the Consolidated Statements of Income. The $46 million charge included costs to further
reduce the Company's existing productive capacity in its banana operations in Latin America and Asia, as well as costs to shutdown its melon and citrus farming activities in Honduras and the
downsizing of its distribution network in Europe. In its Latin American banana operations, the Company closed select production sites, severed some employee arrangements, terminated some contracts
with independent growers and divested its controlling interest in a production joint venture in South America. In its Asian banana operations, the Company exited production on select agricultural
lands and terminated some employees and contracts with independent growers. In its European operations, the Company reduced its sales force and
administrative staff, primarily in northern Europe. A total of 4,880 employees in the Company's operations are being severed under these plans, of which 4,871 have been severed as of
December 29, 2001.

In
November 2001, the Company disposed of its 97% of the capital stock of a Honduran corporation principally engaged in the beverage business in Honduras, Cerveceria Hondurena
S.A. ("the Honduran beverage business"). The disposition was accomplished by means of a stock exchange transaction in which Dole acquired a subsidiary of South African Breweries plc that held
as its sole asset $537 million in cash. The proceeds from the divestiture have been used primarily to pay down debt. The Honduran beverage business results have been reported as discontinued
operations through November 28, 2001, the date of the disposition.

In
the latter part of 1999, the Company first began a review of its non-core assets and under-performing businesses with the intention to sell or liquidate those that fell outside of the
Company's future strategic direction or that did not meet internal economic return criteria. This review led to the divestiture of certain businesses as follows:

In
2000, the Company sold the assets of its citrus operations located in California and Arizona for approximately $55 million. Production assets were transferred to the buyer in
the third quarter of 2000 for cash proceeds of $45 million, resulting in a net gain of $8 million. The remaining $10 million of proceeds were for secured grower contracts,
approximately half of which were transferred to the buyer in the fourth quarter of 2000, resulting in a net gain of $1 million. The combined $9 million net gain

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has been reported on a separate line in the Consolidated Statements of Income. Title to the remaining grower contracts was transferred at near book value in the first quarter of 2001.

The
Company also sold its Florida citrus and California almond operations in 2000 and is currently pursuing the sale of its deciduous fruit businesses located in North America. In total,
these sales are expected to generate gross proceeds of approximately $95 million.

Furthermore,
the Company is pursuing the sale of its Pascual Hermanos fresh vegetables business in Spain and other non-core businesses in Europe. No final determination as to expected
proceeds has been made.

In
2001, the Company began to benefit from the downsizing of its operations in prior years. The banana business improved primarily as a result of the Company's significant cost saving
activities, higher banana volumes and pricing in North America, and favorable local pricing in Europe partially offset by the decline in the euro against the U.S. dollar. Management anticipates that
the North American and European market improvements will stabilize in the near term.

The
Company continued to be negatively impacted by unfavorable declines in foreign currency exchange rates. In 2001, the yen continued to weaken against the U.S. dollar, decreasing 13%
on an average basis during the year compared to the average in 2000. The euro also steadily declined, stabilizing in the latter part of the year compared to the average in 2000. The Company has
significant Japanese sales denominated in yen as well as European sales denominated in euro or currencies with exchange rates pegged to the euro. Product and shipping costs associated with a portion
of these sales are U.S. dollar-denominated. The decline in the yen and euro in 2001 negatively impacted the Company's revenues and earnings before interest and taxes ("EBIT") by approximately
$85 million and $35 million, respectively.

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

Financial Instruments:As of December 29, 2001, the Company's derivative instruments, both free-standing and embedded, as defined
by Statement of Financial Accounting Standards No. 133 ("FAS 133"), "Accounting for Derivative Instruments and Hedging Activities," as amended by FASB Statement of Financial Accounting
Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging ActivitiesAn amendment of FASB Statement No. 133," consisted of foreign currency
exchange forwards and certain minor warrants in privately held companies.

The
Company entered into foreign currency exchange forward contracts to reduce its risk related to anticipated working capital collections and payments denominated in foreign currencies.
These contracts are denominated in Japanese yen, British pounds, Swedish krona and the euro and are designated as hedges under FAS 133. The Company's foreign currency exchange forwards, in an
aggregate outstanding notional amount of $171 million, were designated and effective as hedges of the changes in fair values of recorded assets or liabilities or of future cash flows. The
ineffective portion of changes in fair values of hedge positions, which was included in operating income for 2001, was not material. Unrealized net gains related to cash flow hedges totaling
$15 million were included as a component of accumulated other comprehensive loss as of December 29, 2001. Settlement of these contracts will occur in 2002.

The
counterparties to the foreign currency exchange forward contracts consist of a number of major international financial institutions. The Company has established counterparty
guidelines and

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regularly monitors its positions and the financial strength of these institutions. While counterparties to hedging contracts expose the Company to credit-related losses in the event of a
conterparty's non-
performance, the risk would be limited to the unrealized gains on such affected contracts. The Company does not anticipate any such losses.

In
2000, the Company received stock warrants in two privately held companies through which the Company sells a portion of its products. The Company can, at its option, purchase
two million shares upon public registration of the two privately held companies at a weighted-average price of $5.75 per share. The Company estimated that the fair value of these warrants was
not significant as of December 29, 2001.

In
the normal course of business, the Company entered into various commodity purchase and sale contracts. These contracts qualify as a normal purchase and sale under FAS 133 and are
excluded from mark-to-market accounting.

In
1998, the Company had contracted to purchase German marks primarily at fixed exchange rates to facilitate payment for the purchase of two German-made refrigerated container vessels.
In the fourth quarter of 1999, in conjunction with the termination of the Company's purchase obligation, it entered into an operating lease for the vessels. In the fourth quarter of 1999, these
currency exchange contracts were terminated resulting in a pre-tax charge to operating income of approximately $2 million.

Foreign Currencies:The Company distributes its products in more than 90 countries throughout the world. Its international sales are
usually transacted in U.S. dollars and major European and Asian currencies. Certain costs are incurred in currencies different from those received from the sale of products. Results of operations may
be affected by fluctuations in currency exchange rates in both sourcing and selling locations. However, prior to 2001, the Company has, with minor exceptions, not hedged these exposures.

During
2001, the yen as well as the euro and related European currencies continued to weaken against the U.S. dollar. Subsequent to year-end, the euro and related European currencies
have stabilized somewhat against the U.S. dollar, while the yen has continued to weaken significantly. As of March 1, 2002, the spot exchange rate between the yen and the U.S. dollar had fallen
10% versus the average exchange rate in effect during 2001. The Company has approximately $500 million of annual sales denominated in yen. Additionally, in 2001, the Company incurred
$14 million of foreign currency translation losses, which were recognized as a component of accumulated other comprehensive loss in shareholders' equity and included in the calculation of
comprehensive income. The Company currently estimates that a 1% change in value of the yen-to-U.S. dollar and the euro-to-U.S. dollar exchange rates would each impact EBIT by approximately
$2 million. The ultimate impact of future changes to these and other currency exchange rates on 2002 revenues, operating income, net income, equity and comprehensive income is not determinable
at this time.

Euro Conversion:On January 1, 2002, twelve participating members of the EU converted to the euro as their common legal currency.
Aside from certain minor conversion efforts in 2001, the Company has
not experienced any significant impacts upon conversion. The Company also does not anticipate any significant impacts due to price transparency or other long-term competitive implications.

Related Party Transactions:The Company's policy permits it to have arms-length transactions with related parties.

David
H. Murdock, the Company's Chairman and Chief Executive Officer, owns Castle & Cooke, Inc. ("Castle"), a real estate and resorts business, as well as a transportation
equipment leasing company, a private dining club and a private country club, which supply products and provide services to numerous customers and patrons. During fiscal 2001, 2000 and 1999, the
Company paid Mr. Murdock's companies an aggregate of approximately $2 million in each year.

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In
1995, Castle issued to the Company a promissory note in the principal amount of $10 million, which was repaid in December 2000. The $10 million note bore interest
at the rate of 7% per annum, payable quarterly. Castle incurred and paid $0.7 million of interest expense in both 2000 and 1999 pursuant to the terms of the $10 million note.

The
Company and Castle each hold a 50 percent interest in an airplane, which was formerly owned solely by the Company. Under a co-ownership agreement, the Company and Castle agreed that
each party would be responsible for the direct costs associated with its use of the airplane, and that all indirect costs would be equally shared.

At
December 29, 2001, the Company was under contractual obligation for the delivery of a replacement aircraft. The Company's share of the total aircraft cost of approximately
$45 million is $30 million. The remaining cost of the aircraft is an obligation of Castle.

Critical Accounting Policies and Estimates

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

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The Company believes that the following represent the areas where more critical estimates and assumptions are used in the preparation of the Consolidated Financial Statements:

Grower Advances:The Company advances funds to third party growers primarily in Latin America and Asia for various farming needs. Some of
these advances are secured with property or other collateral owned by the growers. The Company records an allowance for these grower receivables based on estimates of the growers' ability to repay
advances and the fair value of the collateral. The Company monitors these receivables on a regular basis. If the financial condition of the growers or the fair value of the collateral were to
deteriorate, additional allowances may be required. The aggregate amounts of grower advances made during fiscal years 2001 and 2000 ware approximately $89 million and $68 million,
respectively.

Long-Lived Asset Impairments:The Company records impairment charges when the carrying amounts of long-lived assets are determined not to
be recoverable. Impairment is assessed and measured by comparing the carrying value of an asset to its fair value. Fair value is typically determined using an estimate of future cash flows expected to
result from the use of the asset and its eventual disposition. Changes in commodity pricing, weather-related phenomena and other market conditions are events that have historically caused the Company
to assess the carrying amount of its long-lived assets.

Marketing Programs:The Company offers promotions such as coupons and other incentives to customers in the normal course of business.
These promotional costs are accrued based on management's best estimate of the redemption rates of these incentives. Management is able to make a reasonable estimate of actual redemption rates based
on historical experience. Should actual redemption rates exceed amounts estimated, additional accruals may be required.

New Accounting Pronouncements

In 2001, the Company adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 133 ("FAS 133"), "Accounting for
Derivative Instruments and Hedging Activities," as amended by FASB Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities - An amendment of FASB Statement No. 133." FAS 133 requires that all derivative instruments (including certain derivative instruments embedded in other contracts) be reported at fair value
with changes in fair value recognized in earnings or other comprehensive income. Recognition depends on whether the derivative is designated
and effective as part of a hedge transaction and on the type of hedge transaction (fair value or cash flow). Gains or losses on derivative instruments recorded in other comprehensive income must be
reclassified to income during the period in which earnings are affected by the underlying hedged item. The ineffective portion of all hedges impacts earnings in the current period. As of
December 29, 2001, the Company's derivative instruments, both free-standing and embedded, as defined by FAS 133, consisted of foreign currency exchange forwards and certain minor warrants in
privately held companies.

In
May 2000, the Emerging Issues Task Force ("EITF") of the FASB reached a consensus on Issue No. 00-14 ("EITF 00-14"), "Accounting for Certain Sales Incentives," which requires
the costs of certain sales incentives, such as coupons, to be classified as a reduction of revenue rather than as marketing expense. In April 2001, the EITF reached a consensus on Issue
No. 00-25 ("EITF 00-25"), "Accounting for Consideration from a Vendor to a Retailer in Connection with the Purchase or Promotion of the Vendor's Products," which requires the costs of certain
vendor consideration, such as slotting fees and off-invoice arrangements, to be classified as a reduction of revenue rather than as marketing expense. As required, the Company anticipates adopting the
provisions of EITF 00-14 and EITF 00-25 during the first quarter of 2002. The Company does not anticipate any changes to the timing of cost recognition upon adoption of either EITF 00-14 or EITF
00-25. Therefore, the Company

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expects the impact of such adoption will be limited to reclassifications of costs previously included in selling, marketing and general and administrative expenses, as a reduction of revenue. These
reclassifications will have no impact on the Company's operating income or net income either prospectively or as currently or previously reported.

In
June 2001, the FASB adopted Statements of Financial Accounting Standards No. 141 ("FAS 141"), "Business Combinations" and No. 142 ("FAS 142"), "Goodwill and Other
Intangible Assets." These statements eliminate the pooling of interest method of accounting for business combinations as of June 30, 2001 and eliminate the amortization of goodwill for all
fiscal years beginning after December 15, 2001. Goodwill will be accounted for under an impairment-only method after this date. The Company has adopted FAS 141 and FAS 142 with respect to new
goodwill as of July 1, 2001 and is adopting FAS 142 with respect to existing goodwill as of December 30, 2001, the first day of its 2002 fiscal year. The adoption of FAS 141 has not
impacted the Company's financial condition or results of operations. In accordance with FAS 142, existing goodwill was amortized through fiscal 2001. Upon adoption of FAS 142, amortization will cease
and the Company will perform a transitional goodwill impairment test. The Company is currently assessing the impact of adopting FAS 142 with respect to existing goodwill. At December 29, 2001,
goodwill, net of accumulated amortization, of $133 million, $3 million and $120 million is associated with the fresh fruit, packaged foods and fresh-cut flowers segments, respectively. Goodwill
amortization expense for 2001, 2000 and 1999 was $11 million, $12 million and $14 million, respectively.

In
August 2001, the FASB adopted Statement of Financial Accounting Standards No. 144 ("FAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement
supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and amends other guidance related to the accounting and
reporting of long-lived assets. The Company is adopting FAS 144 as of December 30, 2001, the first day of its 2002 fiscal year.
The Company is currently assessing the impact of adopting FAS 144 but does not believe such impact, if any, will be material to the Company's financial condition or results of operations.

2001 Compared With 2000

Fresh Fruit:Fresh fruit revenues decreased 2% to $2.7 billion in 2001 from $2.8 billion in 2000. The decreases
were primarily due to the divestiture of certain businesses, the impact of weaker foreign currency exchange rates and the planned reduction of banana volumes to secondary markets in Europe. In the
third quarter of 2000, the Company sold assets comprising its California and Arizona citrus business, and in the second quarter of 2001, the Company initiated the divestiture of assets comprising its
California deciduous and Pacific Northwest apples business. These divestitures accounted for approximately $120 million of the decrease in revenues in 2001 versus 2000. The impact of the weaker
euro-to-U.S. dollar and yen-to-U.S. dollar exchange rates unfavorably impacted the Company's year over year total revenue (primarily in the fresh fruit segment) by approximately $85 million as
compared to 2000. These revenue decreases were offset by higher banana volumes and pricing in North America and improved pricing in Europe. In addition, increased volumes and pricing in the Chilean
fruit export business and higher volumes and stronger pricing for the Company's Dole Premium Select pineapple favorably impacted 2001 revenues.

Dole's
management evaluates and monitors segment performance primarily through the earnings before interest and taxes ("EBIT") measure. EBIT, which is disclosed as a line item in the
Consolidated Statements of Income, is calculated by adding interest income and other incomenet to operating income. EBIT is one of the measures of performance that investors might use to
evaluate an investment in Dole and to evaluate the performance of management. Investors should note that Dole's EBIT measure may not be comparable to similarly titled measures reported by other
companies. EBIT in the fresh fruit segment increased 2% to $48 million in 2001 from $47 million in 2000. Fresh fruit EBIT increased due to fruit, shipping and selling and general and administrative
cost savings as a result

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of cost-cutting initiatives. In addition, EBIT improved due to increased volumes and pricing in the North America banana business, higher pricing in the European banana business and higher volumes
and strong pricing for the Company's Dole Premium Select pineapple. These improvements were partially offset by weaker yen-to-U.S. dollar and euro-to-U.S. dollar exchange rates in 2001
versus 2000. The weaker foreign currency exchange rates impacted the Company's year-over-year total EBIT, primarily in the fresh fruit segment, by approximately $35 million as compared to 2000.
Furthermore, fresh fruit EBIT was unfavorably impacted due to losses in the California deciduous and Northwest apples businesses, which the Company is exiting. Additionally, fresh fruit EBIT in 2001
included $74 million of one-time expense associated with business reconfiguration programs initiated during the second and third quarters of 2001 as well as $5 million of one-time expense in the first
quarter related to the divestiture of the Company's controlling interest in a banana production joint venture in South America.

Fresh Vegetables:Fresh vegetables revenues decreased slightly to $874 million in 2001 from $886 million in 2000. The decrease is due to
price normalization in the Company's commodity vegetables business in 2001 from heightened pricing levels in 2000. This decrease was offset by continued growth in the
Company's North America fresh-cut salads business where volumes increased at approximately the same rate as the volumes sold in the product category "fresh-cut salads" by all producers.

EBIT
in the fresh vegetables segment decreased 38% to $48 million in 2001 from $77 million in 2000. Fresh vegetables EBIT decreased due to $34 million of one-time expense associated with
the Company's reconfiguration program initiated during the third quarter of 2001 primarily to divest Pascual Hermanos, its fresh vegetables subsidiary located in Spain. EBIT improvement related to
volume growth in the Company's fresh-cut salads business was offset by higher marketing expense in that business and the EBIT impact of price normalization in the Company's commodity vegetables
business. The segment also benefited significantly from cost savings initiatives.

Packaged Foods:Packaged foods revenues increased 3% to $635 million in 2001 from $614 million in 2000. Revenues increased due to the
launch of FRUIT-N-GEL BOWLS in 2001 and the continued success of the Company's FRUIT BOWLS® products that were introduced in 2000. This increase was partially offset by the
Company's sale of its California almond processing business in the third quarter of 2000, which had revenues of $23 million in 2000.

EBIT
in the packaged foods segment decreased 23% to $44 million in 2001 from $57 million in 2000. Packaged foods EBIT decreased due to $17 million of one-time expense associated with the
Company's reconfiguration programs initiated during the second and third quarters of 2001. The second quarter included $2 million related to one-time contract terminations. The third quarter included
$15 million of one-time expense associated with the planned divestiture of a packaged foods business located in Europe. Higher earnings due to the growth of the Company's FRUIT BOWLS®
products combined with reduced sourcing costs were partially offset by marketing expenses associated with the launch of the Company's FRUIT-N-GEL BOWLS.

Fresh-Cut Flowers:Fresh-cut flowers revenues decreased 2% to $196 million in 2001 from $201 million in 2000. Revenues decreased due to
unfavorable market conditions, primarily in the Company's wholesale business in the second half of 2001. This decrease was partially offset by higher Valentine's Day and Mother's Day sales in the
first half of 2001.

EBIT
in the fresh-cut flowers segment decreased to a loss of $19 million in 2001 from slightly above breakeven in 2000. Fresh-cut flowers EBIT includes $7 million of one-time expense
associated with the Company's reconfiguration programs initiated during the third quarter of 2001 to reduce flower production operations in Latin America. Additionally, in the third quarter of 2001,
the Company recognized $3 million of lease termination expense in connection with its move to a new consolidated distribution facility in Miami, Florida. Losses in the second half of the year due to
the per-unit margin

35

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impacts associated with lower sales volume were partially offset by higher earnings in the first half of 2001 due to higher Valentine's Day and Mother's Day sales.

Other Income (Expense), Net:Other income generally consists of minority interest expense and certain non-operating items. Other income in
2001 includes a non-operating gain of $8 million related to the sale of available-for-sale securities. This amount was reflected in corporate and other EBIT for segment disclosure purposes.

Interest Expense, Net:Interest expense, net of interest income, decreased to $65 million in 2001 from $76 million in 2000 due to lower
outstanding debt levels combined with lower interest rates throughout the year. The year 2000 also includes the interest portion of a tax refund received from the Internal Revenue Service ("IRS").

Income Taxes:In 2001, the Company recognized income tax expense of $29 million on a pre-tax loss of $8 million mainly resulting from $105
million of one-time reconfiguration expenses recognized during the third quarter, of which $101 million related to foreign tax jurisdictions for which the Company has not provided future tax benefits.
Future tax benefits, if any, will be recognized upon realization. Consistent with 2001, the Company currently anticipates its effective tax rate to be 32% in the near term, based on its expected
earnings mix.

2000 Compared With 1999

Fresh Fruit:Fresh fruit revenues decreased 5% to $2.8 billion in 2000 from $2.9 billion in 1999. The euro's
decline against the U.S. dollar since the comparable period of 1999 negatively impacted U.S. dollar equivalent revenues in the European market. Lower volumes sold in the European banana business due
to reduced sales to secondary markets in eastern Europe, as a result of the Company's planned exit from unprofitable markets, also contributed to this decrease. This decrease in fresh fruit revenues
was partially offset by higher revenues in North America and Asia as a result of increased volumes of bananas and pineapples sold in those markets.

EBIT
in the fresh fruit segment decreased 22% to $47 million in 2000 from $61 million in 1999. Fresh fruit EBIT declined primarily due to the impact of the euro's decline against the
U.S. dollar combined with the dramatic rise in fuel rates as compared to 1999. In addition, marketing and selling expenses increased in the Asian banana business in response to oversupply conditions
in that market. Partially offsetting these decreases in EBIT were the positive impacts of cost-cutting activities in the Company's Latin American-sourced banana business, lower volumes shipped to
secondary (unprofitable) markets in Europe, higher banana volumes in North America and changes to recovery estimates of certain tax credits receivable due to increased utilization. In addition, the
Company's California citrus business, which was sold in the third quarter of 2000, contributed to improved fresh fruit EBIT, as that business recovered from the impacts in 1999 of a crop freeze at the
end of 1998. In 1999, earnings in the North American-sourced fresh fruit business were negatively impacted by one-time consolidation costs of $6 million.

Fresh Vegetables:Fresh vegetables revenues increased 15% to $886 milllion in 2000 from $769 million in 1999. Revenues increased in the
Company's North American fresh-cut salads business due to continued category and market share growth during 2000. In addition, revenues increased in the Company's North American commodity vegetables
business due to overall strong pricing, primarily in the second, third and fourth quarters, as a result of lower market supply.

EBIT
in the fresh vegetables segment increased 60% to $77 million in 2000 from $48 million in 1999. This increase was primarily due to continued growth in the North American fresh-cut
salads business and strong pricing in the North American commodity vegetables business.

Packaged Foods:Packaged foods revenues decreased 3% to $614 million in 2000 from $632 million in 1999. Revenues decreased primarily due
to the closure and sale of the Company's California almond

36

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business and related processing plant located in Orland, California in the third quarter of 2000. This decrease was partially offset by increased revenues in the Company's processed pineapple
business, as the continued success of its new FRUIT BOWLS® and FUN SHAPES® products in North America compensated for lower pricing in traditional products sold in both North
America and Asia.

EBIT
in the packaged foods segment increased to $57 million in 2000 from $56 million in 1999. Packaged foods EBIT increased largely due to the Company exiting its California
almond business, which had incurred losses in 1999 due to poor market conditions. In the Company's processed pineapple business, higher earnings from new products were largely offset by associated
higher marketing and selling costs and by weaker pricing in traditional products.

Fresh-Cut Flowers:Fresh-cut flowers revenues were relatively unchanged at $201 million in 2000 as compared to $202 million in 1999. Lower
pricing and volumes to wholesale customers offset improved demand from supermarket customers.

EBIT
in the fresh-cut flowers segment improved to slightly above breakeven in 2000 from a loss of $5 million in 1999. Lower production costs were offset by higher shipping and airfreight
rates, primarily driven by increased fuel prices.

Other Income (Expense), Net:Other income generally consists of minority interest expense, certain gains and losses on the sales of
property and non-operating items. In 1999, other income included a reduction of certain self-insurance loss estimates. This adjustment was reflected in corporate and other EBIT for segment disclosure
purposes.

37

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Interest Expense, Net:Interest expense, net of interest income, was $76 million in both 2000 and 1999. Interest expense was higher
due to higher average debt levels in the first part of 2000. This increase in interest expense was offset by an increase in interest income due to the interest portion of a tax refund received from
IRS in the third quarter of 2000.

Income Taxes:In 2000, the Company's continuing operations effective tax rate increased to 35% from 18% in 1999. The increase was
primarily due to the tax impacts of its Hurricane Mitch insurance proceeds, business downsizing charge and gain on the sale of citrus assets combined with changes in the Company's earnings mix.

In
addition, the impact of discontinued operations contributed to a decrease in the effective tax rate for continuing operations in 1999 and an increase in the effective tax rate for
continuing operations in 2000.

Income
tax expense was partially offset by the principal portion of a tax refund in 2000.

Contractual Obligations and Commercial Commitments

The following tables summarize the Company's contractual obligations and commitments at December 29, 2001:

|                                   |                                       | Payments Due By Period
|---------------------------------- | ------------------------------------- | ----------------------
|
|Contractual Obligations            |                                       |                       
|                                   | Long-term debt(1)                     |                       
|                                   | Capital lease obligations(2)          |                       
|                                   | Operating leases(3)                   |                       
|                                   | Unconditional purchase obligations(3) |                       
|                                   |                                       |                       
|Total contractual cash obligations |                                       |                       
|                                   |                                       |                       

|                             |               | Amount of Commitment Expiration Per Period
|---------------------------- | ------------- | ------------------------------------------
|
|Commercial Commitments       |               |                                           
|                             | Guarantees(4) |                                           
|                             |               |                                           
|Total commercial commitments |               |                                           
|                             |               |                                           

---

The Company's contractual obligations and commercial commitments are discussed in the Liquidity and Capital Resources section below and in the footnotes to the
Consolidated Financial Statements.

Liquidity and Capital Resources

Operating activities from continuing operations generated cash flow of $242 million in 2001 compared to $117 million in 2000. The increase was
primarily a result of higher operating earnings and improved cash flows due to enhanced working capital management. In 2000, the Company collected on

38

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a $10 million note receivable from Castle. Also in 2000, accounts payable and accrued liabilities declined as a result of higher levels of payments to growers and suppliers.

During
the first quarter of 2001, the Company invested in certain available-for-sale securities with an aggregate cost of $26 million. These securities were sold in the second
quarter of 2001 for $34 million, resulting in an $8 million non-operating gain.

Proceeds
from the sale of assets of $35 million in 2001 primarily included sales in the Company's California deciduous and Pacific Northwest apples operations.

Capital
expenditures from continuing operations for the acquisition and improvement of productive assets increased to $120 million in 2001 from $111 million in 2000 and
were funded by a combination of operating cash flow and new borrowings that have been repaid as of December 29, 2001. Capital spending from continuing operations in 2000 included approximately
$11 million related to the replacement or capitalizable repair of agricultural infrastructure and other property damaged or destroyed by Hurricane Mitch in the fourth quarter of 1998. The
Company expects operating capital expenditures in 2002 to be below 2001 levels before a one-time expenditure to reacquire eight vessels.

The
Company has operating lease agreements, mainly for vessels, containers, and office facilities with initial lease terms expiring between 2002 and 2005. The leased assets are used in
the Company's operations where leasing offers advantages of operating flexibility and is less expensive than alternate types of funding. Payments on these leases are based on variable interest rates,
primarily the London Interbank Offered Rate ("LIBOR"). The Company currently estimates that a 100 basis point change in LIBOR would impact its pre-tax income by approximately $3 million. Lease
payments are charged to operations, primarily through cost of sales. The Company estimates the present value of the remaining lease payments associated with these leases is $199 million at
December 29, 2001. The Company has purchase options associated with these leases at various dates from 2002 to 2005. The Company has provided residual value guarantees for the assets under
lease totaling $85 million. These obligations are not recorded as liabilities on the Company's Consolidated Balance Sheets. If they were recorded, the related leased properties would also be
included on the balance sheets as assets.

In
March 2001, the Company elected to reacquire eight vessels at the conclusion of their lease terms in March 2002 for $121 million. This purchase will be funded by
existing cash balances.

The
Company renewed the provisions of certain container leases in November 2001. As a result of these renewals, the Company had containers under capital lease for
$25 million at December 29, 2001. These leases have annual renewal options through March 2004.

At
December 29, 2001, the Company was under contractual obligation for the delivery of a replacement aircraft. The Company's share of the total aircraft cost of approximately
$45 million is $30 million. The remaining cost of the aircraft is an obligation of Castle.

At
the end of 2000, the Company's net debt (total debt less cash) totaled $1.2 billion. During 2001, net debt decreased significantly, down approximately $670 million, to
$482 million due to improved operating cash flows, enhanced working capital management and proceeds from asset sales, primarily the Honduran beverage business. Shareholders' equity increased as
a result of improved operating earnings, unrealized cash flow hedge gains, the gain on sale of the Honduran beverage business and related reclassification of translation losses partially offset by
reconfiguration charges, increased additional minimum pension liability, dividends paid and foreign exchange translation losses. As a result of lower net debt combined with higher shareholders'
equity, the Company's net debt to net debt and equity percentage improved significantly to 40% at the end of 2001 from 68% at the end of 2000. Management anticipates, as in prior years, net debt
levels will increase during the first quarter of 2002 to fund seasonal working capital requirements and that this trend will begin to reverse during the second quarter of 2002.

39

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The
Company has in place a $400 million, five-year revolving credit facility ("Long-term Facility") which matures in 2003. At the Company's option, borrowings under the Long-term
Facility bear interest at certain percentages over the agent's prime rate or LIBOR. Provisions under the Long-term Facility require the Company to comply with certain financial covenants which include
a maximum permitted ratio of consolidated debt to net worth and a minimum required fixed charge coverage ratio. As of December 29, 2001, the Company was in compliance with these covenants. The
Company may also borrow under uncommitted lines of credit at rates offered from time to time by various banks that may not be lenders under the Long-term Facility. There were no outstanding borrowings
under the Long-term Facility or uncommitted lines of credit as of December 29, 2001.

In
July 2000, the Company entered into a $250 million, 364-day revolving facility ("364-day Facility"). At the Company's option, borrowings under the 364-day Facility bear
interest at certain percentages over the agent's prime rate, LIBOR or the Federal Funds rate. In August 2001, the Company renewed its 364-day Facility, reducing it from $250 million to
$200 million. There were no outstanding borrowings under this facility as of December 29, 2001.

In
July 2000, the Company repaid its $225 million, 6.75% notes, which matured on July 15, 2000. As of January 1, 2000, these notes had been classified as
long-term due to the Company's ability and intent as of that date to refinance the maturity using a long-term instrument. The Company financed $40 million of this maturity under its 364-day
Facility, which was subsequently repaid. The remaining $185 million was financed under the Company's Long-term Facility which was also subsequently repaid.

As
of December 29, 2001, the Company was guarantor of $53 million of indebtedness of certain key fruit suppliers and other entities integral to the Company's operations
under lines of credit generally secured by productive assets.

During
1999, the Company repurchased 3.5 million of its common shares for $92 million. These share repurchases were funded by debt. No shares were repurchased in 2000 or
2001. Approximately 3.3 million shares remain authorized for repurchase under the Company's stock repurchase program.

The
Company paid four regular quarterly dividends of 10 cents per share on its common stock totaling $22 million in 2001. In December 2001, the Company's Board of Directors
approved a 50% increase in the quarterly dividend to 15 cents per share, effective the first quarter of 2002.

The
Company believes that its cash flow from operations as well as its existing cash balances, revolving credit facilities and access to capital markets will enable it to meet its
working capital, capital expenditure, debt maturity, dividend payment and other funding requirements.

Market Risk

As a result of its global operating and financing activities, the Company is exposed to certain market risks including changes in commodity pricing, fluctuations
in interest rates and fluctuations in foreign currency exchange rates in both sourcing and selling locations. Commodity pricing exposures include the potential impacts of weather phenomena and their
effect on industry volumes, prices, product quality and costs. The Company manages its exposure to commodity price risk primarily through its regular operating activities. The use of derivative
financial instruments has been limited to certain foreign currency forward contracts related to specific sales and firm purchase commitments. The Company has not utilized financial instruments for
trading or other speculative purposes.

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

40

---

The
Company has short-term and long-term debt with both fixed and variable interest rates. Short-term debt is primarily comprised of unsecured notes payable to banks and bank lines of
credit used to finance working capital requirements. In July 2000, the Company entered into a $250  364-day revolving facility to provide the Company with additional liquidity to
meet its short-term financing needs. At the Company's option, borrowings under the 364-day Facility bear interest at certain percentages over the agent's prime rate, LIBOR or the Federal Funds rate.
In August 2001, the Company renewed its 364-day Facility, reducing it from $250 million to $200 million. There were no outstanding borrowings under this facility as of
December 29, 2001.

Long-term
debt represents publicly-held unsecured notes and debentures, as well as certain notes payable to banks and uncommitted lines of credit, used to finance long-term investments
such as business acquisitions. In addition, the Company maintains a $400 million, five-year revolving credit facility, which matures in 2003 and bears interest, at the Company's option, at
percentages over the agent's prime rate or LIBOR. There were no outstanding borrowings under this facility as of December 29, 2001. Generally, the Company's short-term debt is at variable
interest rates, while its long-term debt is at fixed interest rates, except for borrowings under certain uncommitted lines of credit, which are at variable rates.

As
of December 29, 2001, the Company had $789 million of fixed-rate debt with a weighted-average interest rate of 7.05% and a fair value of $773 million. As of
December 30, 2000, the Company had $808 million of fixed-rate debt with a weighted-average interest rate of 7.06% and a fair value of $728 million. The Company currently estimates
that a 100 basis point change in prevailing market interest rates would impact the fair value of its fixed-rate debt by approximately $26 million.

As
of December 29, 2001, the Company had $37 million of variable-rate debt with a weighted-average interest rate of 3.50% and variable-rate operating leases, primarily for
ships and facilities, with a principal value of $317 million and a weighted-average interest rate of 3.46%. As of December 30, 2000, the Company had $337 million of variable-rate
debt with a weighted-average interest rate of 7.31% and variable-rate operating leases with a principal value of $373 million and a weighted-average interest rate of 6.89%. Interest and
operating lease expenses under the majority of these arrangements are based on LIBOR. The Company currently estimates that a 100 basis point change in LIBOR would impact its related pre-tax income by
$4 million.

Foreign Currency Risk:The Company has production, processing, distribution and marketing operations worldwide. Its sales are transacted
primarily in U.S. dollars and major European and Asian currencies. Product and operating costs are primarily U.S. dollar-based. Some costs are incurred in currencies different from those that are
received from the sale of products. Results of operations may be affected by fluctuations in foreign currency exchange rates in both sourcing and selling locations. However, prior to 2001, the Company
has, with minor exceptions, not hedged these exposures. The Company currently
estimates that a 1% change in value of the yen-to-U.S. dollar and the euro-to-U.S. dollar exchange rates would each impact its EBIT by approximately $2 million.

As
of December 29, 2001, the Company had entered into foreign currency exchange forward contracts to reduce its risk related to anticipated working capital collections and
payments denominated in foreign currencies. These contracts are denominated in Japanese yen, British pounds, Swedish krona and the euro and are designated as hedges under FAS 133. The Company's
foreign currency exchange forwards, in an aggregate outstanding notional amount of $171 million, were designated and effective as hedges of the changes in fair values of recorded assets or
liabilities or of future cash flows. Settlement of these contracts will occur in 2002.

Some
of the Company's divisions operate in functional currencies other than the U.S. dollar. The net assets of these divisions are exposed to foreign currency translation gains and
losses, which are included as a component of accumulated other comprehensive loss in shareholders' equity. Such

41

---

translation resulted in unrealized losses of $14 million in 2001 and $20 million in 2000. The Company has historically not attempted to hedge this equity risk.

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

42

---

Consolidated Statements of Income

|(In Thousands, Except Per-Share Data)                            |                                    | 2001                    |           | 2000    |       | 1999      |        
|---------------------------------------------------------------- | ---------------------------------- | ----------------------- | --------- | ------- | ----- | --------- | -------
|Revenue                                                          |                                    | $                       | 4,449,291 |         | $     | 4,502,524 |        
|Cost of products sold                                            |                                    |                         | 3,881,781 |         |       | 3,878,196 |        
|                                                                 |                                    |                         |           |         |       |           |        
|                                                                 | Gross margin                       |                         |           | 567,510 |       |           | 624,328
|Selling, marketing and general and administrative expenses       |                                    |                         | 517,729   |         |       | 498,802   |        
|Gains on sale of citrus assets                                   |                                    |                         |          |         |       | (8,578    | )      
|Business downsizing charges                                      |                                    |                         |          |         |       | 45,761    |        
|Hurricane Mitch insurance proceeds - net                         |                                    |                         |          |         |       | (42,506   | )      
|                                                                 |                                    |                         |           |         |       |           |        
|                                                                 | Operating income                   |                         |           | 49,781  |       |           | 130,849
|Interest income                                                  |                                    |                         | 5,801     |         |       | 14,606    |        
|Other incomenet                                                 |                                    |                         | 7,396     |         |       | 627       |        
|                                                                 |                                    |                         |           |         |       |           |        
|                                                                 | Earnings before interest and taxes |                         |           | 62,978  |       |           | 146,082
|Interest expense                                                 |                                    |                         | 70,708    |         |       | 90,445    |        
|                                                                 |                                    |                         |           |         |       |           |        
|Income (loss) from continuing operations before income taxes     |                                    |                         | (7,730    | )       |       | 55,637    |        
|Income taxes                                                     |                                    |                         | 29,348    |         |       | 19,547    |        
|                                                                 |                                    |                         |           |         |       |           |        
|Income (loss) from continuing operations                         |                                    |                         | (37,078   | )       |       | 36,090    |        
|Income from discontinued operations, net of income taxes         |                                    |                         | 18,856    |         |       | 31,565    |        
|Gain on disposal of discontinued operations, net of income taxes |                                    |                         | 168,626   |         |       |          |        
|                                                                 |                                    |                         |           |         |       |           |        
|                                                                 | Net income                         |                         |           | 150,404 |       |           | 67,655 
|                                                                 |                                    |                         |           |         |       |           |        
|Earnings (loss) per common sharebasic                           |                                    |                         |           |         |       |           |        
|                                                                 | Continuing operations              |                         | $         | (0.66   | )     | $         | 0.65   
|                                                                 | Discontinued operations            |                         |           | 3.35    |       |           | 0.56   
|                                                                 |                                    |                         |           |         |       |           |        
|                                                                 | Net income                         |                         |           | 2.69    |       |           | 1.21   
|                                                                 |                                    |                         |           |         |       |           |        
|Earnings (loss) per common sharediluted                         |                                    |                         |           |         |       |           |        
|                                                                 |                                    | Continuing operations   |           | $       | (0.66 | )         | $      
|                                                                 |                                    | Discontinued operations |           |         | 3.33  |           |        
|                                                                 |                                    |                         |           |         |       |           |        
|                                                                 |                                    | Net income              |           |         | 2.67  |           |        
|                                                                 |                                    |                         |           |         |       |           |        
|Weighted average number of common share outstandingbasic        |                                    |                         | 55,895    |         |       | 55,854    |        
|                                                                 |                                    |                         |           |         |       |           |        
|Weighted average number of common shares outstandingdiluted     |                                    |                         | 56,319    |         |       | 55,989    |        
|                                                                 |                                    |                         |           |         |       |           |        

See
Notes to Consolidated Financial Statements

43

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Consolidated Balance Sheets

|(In Thousands, Except Share Data)                   |                                               | 2001                                                                                                                                                                 |         | 2000    |          
|--------------------------------------------------- | --------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ------- | ---------
|Current assets                                      |                                               |                                                                                                                                                                      |         |         |          
|                                                    | Cash and cash equivalents                     |                                                                                                                                                                      | $       | 361,326 |          
|                                                    | Receivables                                   |                                                                                                                                                                      |         | 531,923 |          
|                                                    | Inventories                                   |                                                                                                                                                                      |         | 386,099 |          
|                                                    | Prepaid expenses                              |                                                                                                                                                                      |         | 46,430  |          
|                                                    | Net current assets of discontinued operations |                                                                                                                                                                      |         |        |          
|                                                    |                                               |                                                                                                                                                                      |         |         |          
|                                                    |                                               | Total current assets                                                                                                                                                 |         |         | 1,325,778
|Investments                                         |                                               |                                                                                                                                                                      | 81,061  |         |          
|Property, plant and equipment                       |                                               |                                                                                                                                                                      | 905,824 |         |          
|Goodwill                                            |                                               |                                                                                                                                                                      | 255,946 |         |          
|Other assets                                        |                                               |                                                                                                                                                                      | 178,084 |         |          
|Net non-current assets of discontinued operations   |                                               |                                                                                                                                                                      |        |         |          
|                                                    |                                               |                                                                                                                                                                      |         |         |          
|                                                    |                                               | Total assets                                                                                                                                                         |         |         | 2,746,693
|                                                    |                                               |                                                                                                                                                                      |         |         |          
|Current liabilities                                 |                                               |                                                                                                                                                                      |         |         |          
|                                                    | Notes payable                                 |                                                                                                                                                                      | $       | 17,347  |          
|                                                    | Current portion of long-term debt             |                                                                                                                                                                      |         | 9,792   |          
|                                                    | Accounts payable                              |                                                                                                                                                                      |         | 249,582 |          
|                                                    | Accrued liabilities                           |                                                                                                                                                                      |         | 537,654 |          
|                                                    |                                               |                                                                                                                                                                      |         |         |          
|                                                    |                                               | Total current liabilities                                                                                                                                            |         |         | 814,375  
|Long-term debt                                      |                                               |                                                                                                                                                                      | 816,124 |         |          
|Other long-term liabilities                         |                                               |                                                                                                                                                                      | 348,146 |         |          
|Minority interests                                  |                                               |                                                                                                                                                                      | 32,018  |         |          
|Commitments and contingencies (see Notes 12 and 13) |                                               |                                                                                                                                                                      |         |         |          
|Shareholders' equity                                |                                               |                                                                                                                                                                      |         |         |          
|                                                    | Preferred Stock, no par value                 |                                                                                                                                                                      |         |         |          
|                                                    |                                               | Authorized:    30 million shares, issues and outstanding: none                                                                                                       |         |         |         
|                                                    | Common Stock, no par value                    |                                                                                                                                                                      |         |         |          
|                                                    |                                               | Authorized:    80 million shares, 55.9 million share issued and outstanding at December 29, 2001 and 55.8 million shares issued and outstanding at December 30, 2000 |         |         | 316,512  
|                                                    | Additional paid-in capital                    |                                                                                                                                                                      |         | 57,220  |          
|                                                    | Retained earnings                             |                                                                                                                                                                      |         | 446,689 |          
|                                                    | Accumulated other comprehensive loss          |                                                                                                                                                                      |         | (84,391 | )        
|                                                    |                                               |                                                                                                                                                                      |         |         |          
|Total shareholders' equity                          |                                               |                                                                                                                                                                      | 736,030 |         |          
|                                                    |                                               |                                                                                                                                                                      |         |         |          
|                                                    |                                               | Total liabilities and equity                                                                                                                                         |         |         | 2,746,693
|                                                    |                                               |                                                                                                                                                                      |         |         |          

See
Notes to Consolidated Financial Statements

44

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Consolidated Statements of Cash Flows

|(In Thousands)                                   |                                                                                   | 2001                                                                                        |                                                                | 2000                                                                          |         | 1999    |         
|------------------------------------------------ | --------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------- | ------- | --------
|Operating activities                             |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 | Net income                                                                        |                                                                                             | $                                                              | 150,404                                                                       |         | $       | 67,655  
|                                                 | less: Income from discontinued operations, net                                    |                                                                                             |                                                                | 187,482                                                                       |         |         | 31,565  
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 | Income (loss) from continuing operations                                          |                                                                                             |                                                                | (37,078                                                                       | )       |         | 36,090  
|                                                 | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   | Depreciation and amortization                                                               |                                                                |                                                                               | 117,954 |         |         
|                                                 |                                                                                   | Equity earnings, net of distributions                                                       |                                                                |                                                                               | (3,077  | )       |         
|                                                 |                                                                                   | Provision for bad debt                                                                      |                                                                |                                                                               | 24,716  |         |         
|                                                 |                                                                                   | Provision for (benefit from) deferred income taxes                                          |                                                                |                                                                               | 17,347  |         |         
|                                                 |                                                                                   | Non-cash portion of special charges                                                         |                                                                |                                                                               | 121,825 |         |         
|                                                 |                                                                                   | Cash portion of special charges not included in net income                                  |                                                                |                                                                               | (11,528 | )       |         
|                                                 |                                                                                   | Hurricane Mitch insurance proceeds                                                          |                                                                |                                                                               |        |         |         
|                                                 |                                                                                   | Gain on sale of available-for-sale securities                                               |                                                                |                                                                               | (8,173  | )       |         
|                                                 |                                                                                   | Gain on sale of citrus assets                                                               |                                                                |                                                                               |        |         |         
|                                                 |                                                                                   | Other                                                                                       |                                                                |                                                                               | (1,413  | )       |         
|                                                 |                                                                                   | Change in operating assets and liabilities net of effects from acquisition and dispositions |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   |                                                                                             | Receivables                                                    |                                                                               |         | 422     |         
|                                                 |                                                                                   |                                                                                             | Inventories                                                    |                                                                               |         | 44,637  |         
|                                                 |                                                                                   |                                                                                             | Prepaid expenses and other assets                              |                                                                               |         | (25,153 | )       
|                                                 |                                                                                   |                                                                                             | Accounts payable and accrued liabilities                       |                                                                               |         | (9,575  | )       
|                                                 |                                                                                   |                                                                                             | Internal Revenue Service refund related to prior years' audits |                                                                               |         |        |         
|                                                 |                                                                                   |                                                                                             | Other                                                          |                                                                               |         | 11,448  |         
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow provided by continuing operations                                   |         |         | 242,352 
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow provided by discontinued operations                                 |         |         | 23,946  
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow provided by operating activities                                    |         |         | 266,298 
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|Investing activities                             |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 | Proceeds from sale of available-for-sale securities                               |                                                                                             |                                                                | 34,411                                                                        |         |         |        
|                                                 | Investments in available-for-sale securities                                      |                                                                                             |                                                                | (26,238                                                                       | )       |         |        
|                                                 | Proceeds from sales of assets                                                     |                                                                                             |                                                                | 35,126                                                                        |         |         | 57,151  
|                                                 | Proceeds from disposal of discontinued operations                                 |                                                                                             |                                                                | 536,951                                                                       |         |         |        
|                                                 | Capital additions                                                                 |                                                                                             |                                                                | (119,752                                                                      | )       |         | (110,555
|                                                 | Investments and acquisitions, net of cash acquired                                |                                                                                             |                                                                | (2,018                                                                        | )       |         | (910    
|                                                 | Hurricane Mitch insurance proceeds                                                |                                                                                             |                                                                |                                                                              |         |         | 52,856  
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow provided by (used in) investing activities of continuing operations |         |         | 458,480 
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow used in investing activities of discontinued operations             |         |         | (11,052 
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow provided by (used in) investing activities                          |         |         | 447,428 
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|Financing activities                             |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 | Short-term borrowings                                                             |                                                                                             |                                                                | 11,000                                                                        |         |         | 49,824  
|                                                 | Repayments of short-term debt                                                     |                                                                                             |                                                                | (27,338                                                                       | )       |         | (61,730 
|                                                 | Long-term borrowings                                                              |                                                                                             |                                                                | 3,394                                                                         |         |         | 246,536 
|                                                 | Repayments of long-term debt                                                      |                                                                                             |                                                                | (337,751                                                                      | )       |         | (376,347
|                                                 | Cash dividends paid                                                               |                                                                                             |                                                                | (22,341                                                                       | )       |         | (22,338 
|                                                 | Issuance of common stock                                                          |                                                                                             |                                                                | 332                                                                           |         |         | 127     
|                                                 | Repurchase of common stock                                                        |                                                                                             |                                                                |                                                                              |         |         |        
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow provided by (used in) financing activities of continuing operations |         |         | (372,704
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow used in financing activities of discontinued operations             |         |         | (4,847  
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|                                                 |                                                                                   |                                                                                             |                                                                | Cash flow provided by (used in) financing activities                          |         |         | (377,551
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|Increase (decrease) in cash and cash equivalents |                                                                                   |                                                                                             | 336,175                                                        |                                                                               |         | (15,196 | )       
|Cash and cash equivalents at beginning of year   |                                                                                   |                                                                                             | 25,151                                                         |                                                                               |         | 40,347  |         
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         
|Cash and cash equivalents at end of year         |                                                                                   |                                                                                             | 361,326                                                        |                                                                               |         | 25,151  |         
|                                                 |                                                                                   |                                                                                             |                                                                |                                                                               |         |         |         

See Notes to Consolidated Financial Statements

45

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Notes to Consolidated Financial Statements

Note 1Nature of Operations

Dole Food Company, Inc. and its consolidated subsidiaries ("the Company") was incorporated under the laws of Hawaii in 1894 and was reincorporated under
the laws of Delaware in July 2001.

The
Company is engaged in the worldwide sourcing, processing, distributing and marketing of high-quality, branded food products including fresh fruit and vegetables, as well as packaged
foods. Additionally, the Company markets a full line of premium fresh-cut flowers.

Operations
are conducted throughout North America, Latin America, Europe (including eastern European countries), Asia (primarily in Japan and the Philippines) and Africa (primarily in
South Africa and western African countries).

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

Note 2Summary of Significant Accounting Policies

Basis of Consolidation:The Company's Consolidated Financial Statements include the accounts of its majority-owned
subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Amounts reflected on the Company's Consolidated Financial Statements have been reclassified to reflect the
effects of discontinued operations. Amounts in the footnotes have been restated to eliminate the effect of discontinued operations (see Note 4).

Annual Closing Date:The Company's fiscal year ends on the Saturday closest to December 31. Fiscal years 2001, 2000 and 1999 ended
on December 29, 2001, December 30, 2000 and January 1, 2000, respectively, and included 52 weeks each.

Revenue Recognition:Revenue is recognized when product title and risk of loss transfer to the customer or when services are performed.
During the fourth quarter of 2000, the Company implemented Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," which provides interpretive guidance for rules regarding the recognition and presentation of revenue. The Company's implementation of SAB 101 resulted in the reclassification, as a
reduction of revenue, of product sourcing costs associated with commission sales. Previous industry and Company practice for certain fresh fruit, fresh vegetables and fresh-cut flowers products was to
present such amounts as a component of cost of products sold. The reclassification reduced the Company's aggregate and segment revenues and cost of products sold in the following amounts:

|(In Thousands)    |  | 2000 |         | 1999
|----------------- |  | ---- | ------- | ----
|Fresh fruit       |  | $    | 166,057 |     
|Fresh vegetables  |  |      | 72,357  |     
|Fresh-cut flowers |  |      | 345     |     
|                  |  |      |         |     
|                  |  |      | 238,759 |     
|                  |  |      |         |     

The
change in presentation had no impact on the Company's reported gross margin, operating income or net income.

Agricultural Costs:Recurring agricultural costs for bananas, pineapples and flowers are charged to operations as incurred. Such recurring
costs related to other crops are recognized when the crops are harvested and sold. Non-recurring agricultural costs, primarily comprised of soil and farm

46

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improvements and other long-term crop growing costs, are deferred and amortized over the estimated production period, currently from two to seven years.

Shipping and Handling Costs:The Company follows the provisions of Emerging Issues Task Force Issue No. 00-10, "Accounting for
Shipping and Handling Fees and Costs." Any amounts billed to third party customers for shipping and handling are included as a component of revenue. Shipping and handling costs incurred are included
as a component of costs of products sold and represent costs incurred by the Company to ship product from the sourcing locations to the end consumer markets.

Marketing and Advertising Costs:Marketing costs are generally expensed as incurred. Advertising costs, which include media advertising
and production costs, are expensed in the period in which the advertising first takes place. Marketing and advertising costs were $196 million, $189 million and $177 million in
2001, 2000 and 1999, respectively.

Stock Based Compensation:Statement of Financial Accounting Standards No. 123 ("FAS 123"), "Accounting for Stock-Based
Compensation," defines a fair value method of accounting for employee stock-based compensation cost but allows for the continuation of the intrinsic value method prescribed by accounting Principles
Board Opinion No. 25 ("APB 25"). As allowed by FAS 123, the Company has elected to continue to utilize the accounting method prescribed by APB 25 and has adopted the disclosure
requirements of FAS 123 (see Note 10).

Income Taxes:Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax
rates to the differences between financial statement carrying amounts and the tax bases of assets and liabilities. Income taxes, which would be due upon the repatriation of foreign subsidiary
earnings, have not been provided where the undistributed earnings are considered permanently invested.

Net Income per Common Share:Basic net income per common share is calculated using the weighted-average number of common shares
outstanding during the period without consideration of the dilutive effect of stock options. The basic weighted-average number of common shares outstanding was 55.9 million for both 2001 and
2000 and 56.9 million for 1999. Diluted net income per common share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the
dilutive effect of stock options. The diluted weighted-average number of common shares and equivalents outstanding was 56.3 million for 2001, 56.0 million for 2000 and
56.9 millions for 1999.

Comprehensive Income:Other comprehensive income is comprised of changes to shareholders' equity, other than contributions from or
distributions to shareholders, excluded from the determination of net income under accounting principles generally accepted in the United States. The Company's other
comprehensive income comprises unrealized foreign currency translation gains and losses, unrealized gains and losses on cash flow hedging instruments and additional minimum pension liability.
Comprehensive income is presented in the Company's changes in shareholders' equity (see Note 11).

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

Grower Advances:Grower advances consist of cash advances to growers and are stated at the gross advance amount less reserves for
potential uncollectible balances. Such advances are generally secured by productive assets.

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

47

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Investments:Investments in affiliates and joint ventures with ownership of 20% to 50% are generally recorded on the equity method. Other
non-consolidated investments are accounted for using the cost method.

Property, Plant and Equipment:Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed
principally by the straight-line method over the estimated useful lives of these assets. Average useful lives for land improvements, building and building improvements and machinery and equipment are
10 years, 20 years and 15 years, respectively. The Company reviews these assets, as well as certain intangible assets including goodwill, for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable in accordance with Statement of Financial Accounting Standards No. 121 (FAS 121), "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of." If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset would be compared to the asset's
carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated by comparing the carrying value to discounted expected future cash flows
or comparable market values, depending on the nature of the asset. All long-lived assets, for which management has committed itself to a plan of disposal, are reported at the lower of carrying amount
or fair value.

Goodwill:Goodwill represents the excess of cost over the fair value of net identifiable assets acquired, and is stated at cost less
accumulated amortization. Goodwill is amortized on a straight-line basis over the periods benefited, principally in the range of 10 to 40 years. At December 29, 2001, goodwill, net of
accumulated amortization, of $133 million, $3 million and $120 million is associated with the fresh fruit, packaged foods and fresh-cut flowers segments, respectively. Goodwill
amortization expense for 2001, 2000 and 1999 totaled $11 million, $12 million and $14 million, respectively.

In
June 2001, the Financial Accounting Standards Board ("FASB") adopted Statements of Financial Accounting Standards No. 141 ("FAS 141"), "Business Combinations" and
No. 142 ("FAS 142"), "Goodwill and Other Intangible Assets." These statements eliminate the pooling of interest method of accounting for business combinations as of June 30, 2001
and eliminate the amortization of goodwill for all fiscal years beginning after December 15, 2001. Goodwill will be accounted for under an impairment-only method after this date. The Company
has adopted FAS 141 and FAS 142 with respect to new goodwill as of July 1, 2001 and is adopting FAS 142 with respect to existing goodwill as of December 30, 2001,
the first day of its 2002 fiscal year. The adoption of FAS 141 has not impacted the Company's financial condition or results of operations. In accordance with FAS 142, existing goodwill was
amortized through fiscal 2001. Upon adoption of FAS 142, amortization will cease and the Company will perform a transitional goodwill impairment test.

Financial Instruments:The Company's financial instruments are primarily composed of short-term trade and grower receivable, notes
receivable and notes payable, as well as long-term grower receivables, notes receivable, notes payable and debentures. For short-term instruments, the historical carrying amount is a reasonable
estimate of fair value. Fair values for long-term financial instruments not readily marketable are estimated based upon discounted future cash flows at prevailing market interest rates. Based on these
assumptions, management believes the fair market values of the Company's financial instruments are not materially different from their recorded amounts as of December 29, 2001.

Prior
to 2001, the Company has not attempted to hedge fluctuations resulting from foreign currency denominated transactions in both sourcing and selling locations. However, the Company
enters into forward contracts related to specific foreign currency denominated purchase commitments and sales. Such contracts are designated as hedges and meet the criteria for correlation and risk
mitigation.

48

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Effective
December 31, 2000, the first day of its 2001 fiscal year, the Company adopted FASB Statement of Financial Accounting Standards No. 133 ("FAS 133"), "Accounting
for Derivative Instruments and Hedging Activities," as amended by FASB Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
ActivitiesAn amendment of FASB Statement No. 133". FAS 133 requires that all derivative instruments (including certain derivative instruments embedded in other contracts) be
reported at fair value with changes in fair value recognized in earnings or other comprehensive income. Recognition depends on whether the derivative is designated and effective as part of a hedge
transaction and on the type of hedge transaction (fair value or cash flow). Gains or losses on derivative instruments recorded in other comprehensive income must be reclassified to income during the
period in which earnings are affected by the underlying hedged item. The ineffective portion of all hedges impacts earnings in the current period.

As
of December 29, 2001, the Company's derivative instruments, both free-standing and embedded, as defined by FAS 133, consisted of foreign currency exchange forwards and certain
minor warrants in privately held companies.

The
Company entered into foreign currency exchange forward contracts to reduce its risk related to anticipated working capital collections and payments denominated in foreign currencies.
These contracts are denominated in Japanese Yen, British pounds, Swedish Krona and the euro and are designated as hedges under FAS 133. The Company's foreign currency exchange forwards, in an
aggregate outstanding notional amount of $171 million, were designated and effective as hedges of the changes in fair values of recorded assets or liabilities or of future cash flows. The
ineffective portion of changes in fair values of hedge positions, which was included in operating income for 2001, was not material. Unrealized net gains related to cash flow hedges totaling
$15 million were included as a component of accumulated other comprehensive loss as of December 29, 2001. Settlement of these contracts will occur in 2002.

In
2000, the Company received stock warrants in two privately held companies through which the Company sells a portion of its products. The Company can, at its option, purchase
two million shares upon public registration of the two privately held companies at a weighted-average price of $5.75 per share. The Company estimated that the fair value of these warrants was
not significant as of December 29, 2001.

In
the normal course of business, the Company entered into various commodity purchase and sale contracts. These contracts qualify as a normal purchase and sale under FAS 133 and are
excluded from mark-to-market accounting.

In
1998, the Company had contracted to purchase German marks primarily at fixed exchange rates to facilitate payment for the purchase of two German-made refrigerated container vessels.
In the fourth quarter of 1999, in conjunction with the termination of the Company's purchase obligation, it entered into an operating lease for the vessels. In the fourth quarter of 1999, these
currency exchange contracts were terminated resulting in a pre-tax charge to operating income of approximately $2 million.

Foreign Exchange:For subsidiaries with transactions denominated in currencies other than their functional currency, net foreign exchange
transaction gains or losses are included in determining net income. These transactions resulted in net losses of $3 million in 2001, $8 million in 2000 and $9 million in 1999. Net
foreign exchange gains or losses resulting from the translation of assets and liabilities of foreign subsidiaries whose functional currency is not the U.S. dollar are recognized as a component of
accumulated other comprehensive loss in shareholders' equity. The change in operating assets and liabilities shown in the Consolidated Statements of Cash Flows excludes the effects of foreign currency
translation. Such translation reduced assets and liabilities by $18 million and $4 million, respectively, during 2001, by $33 million and $13 million, respectively, during
2000 and by $33 million and $11 million, respectively during 1999.

49

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

Reclassifications:Certain prior year amounts have been reclassified to conform with the 2001 presentation. These reclassifications had no
impact on previously reported results of operations or total shareholders' equity.

Note 3Business Acquisitions

At the beginning of 1999, the Company acquired and invested in banana production and distribution operations in Latin America and Asia. The cash purchase price of
acquisitions and investments made by the Company totaled approximately $4 million in 1999, net of cash acquired. Each acquisition was accounted for as a purchase, and accordingly, the purchase
price was allocated to the net assets acquired based upon their estimated fair values as of the date of acquisition. This allocation of purchase price resulted in goodwill of approximately
$7 million in 1999. Through 2001, goodwill was being amortized over a period of up to 20 years. In 1999, the fair values of assets acquired, including goodwill, and liabilities assumed were
$43 million and $39 million, respectively. Pro forma results of acquired operations were not significant in the year prior to acquisition.

Note 4Discontinued Operations and Business Dispositions

Gains on business dispositions are recognized when the transactions close and the amounts are realized. Losses on business dispositions are realized when the
losses are probable and measurable. In measuring gains or losses on the disposition of a business, the consideration received is measured as the amount of cash and the fair value of other assets
received unconditionally, and amounts of contingent consideration that are determinable at the date of disposition.

In
2001, 2000 and 1999, the Company increased its ownership of Cerveceria Hondurena S.A., a Honduran corporation principally engaged in the beverage business in Honduras ("CHSA" or the
"Honduran beverage business"), to 97% for a total of $4 million, $1 million and $13 million, respectively, which resulted in additional goodwill of $7 million.

On
November 28, 2001, the Company disposed of its 97% of the capital stock of CHSA. Such interest in CHSA had been held by two subsidiaries of the Company. The disposition was
accomplished by means of a stock exchange transaction with a subsidiary of South African Breweries plc. Subsequent to the stock exchange transaction, the Company received $537 million of cash.

The
Company's Consolidated Financial Statements for all periods presented have been restated to reflect the Honduran beverage business as a discontinued business segment in accordance
with Accounting Principles Board Opinion No. 30.

50

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Summarized
financial information for the discontinued operations is as follows:

|(In Thousands)                                                     |  | 2001 |         | 2000 |   | 1999   
|------------------------------------------------------------------ |  | ---- | ------- | ---- | - | -------
|Revenues                                                           |  | $    | 239,006 |      | $ | 260,604
|Income before income taxes (1)                                     |  |      | 23,648  |      |   | 43,855 
|Income taxes                                                       |  |      | 4,792   |      |   | 12,290 
|                                                                   |  |      |         |      |   |        
|Income from discontinued operations, net of income tax (2)         |  |      | 18,856  |      |   | 31,565 
|                                                                   |  |      |         |      |   |        
|Gain on disposal of discontinued operations, net of income tax (3) |  |      | 168,626 |      |   |       
|                                                                   |  |      |         |      |   |        

---

|(In Thousands)                                  |  | 2000
|----------------------------------------------- |  | ----
|Current assets                                  |  | $   
|Current liabilities                             |  |     
|                                                |  |     
|Net current assets of discontinued operations   |  |     
|                                                |  |     
|Long-term assets                                |  |     
|Long-term liabilities                           |  |     
|                                                |  |     
|Net long-term assets of discontinued operations |  |     
|                                                |  |     

On
September 27, 2000, the Company sold the assets of its citrus operations located in California and Arizona for approximately $55 million. Production assets were
transferred to the buyer in the third quarter of 2000 for cash proceeds of $45 million, resulting in a net gain of $8 million. The remaining $10 million of proceeds were for
secured grower contracts, approximately half of which were transferred to the buyer in the fourth quarter of 2000, resulting in a net gain of $1 million. The combined $9 million net gain
has been reported on a separate line in the Consolidated Statements of Income. Title to the remaining grower contracts was transferred at near book value in the first quarter of 2001.

Note 5Other Gains and Charges

Gain on Investment in Available-For-Sale Securities:During the first quarter of 2001, the Company invested in
available-for-sale securities with an aggregate cost of $26 million. The securities were sold during the second quarter of 2001 for $34 million, resulting in a non-operating gain of
$8 million. The $8 million gain is recorded as other income in the Consolidated Statements of Income for 2001. For segment reporting purposes, this gain is included in the Corporate and
other segment.

Business Downsizing Charges:Due largely to continuing oversupply and other market conditions primarily affecting the Company's fresh
fruit segment, particularly its banana business, the Company implemented a plan during the latter part of 1999 to downsize certain of its global operations, and to initiate an early retirement
program. In connection with its plan, the Company recorded a $48 million charge in the fourth quarter of 1999, which was reported on a separate line in the Consolidated Statements of Income.

51

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The
$48 million charge included costs to reduce the Company's productive capacity and distribution infrastructure in its fresh fruit operations, primarily bananas. In Latin
America, the Company ceased operations in Nicaragua and Venezuela and terminated certain ship charters and grower contracts. In its European operations, the Company closed certain production and
distribution sites and sales offices. In North America, the Company exited its citrus business in Florida and its almond processing business in California. Costs to sever 1,483 employees were included
in this plan, of which all had been severed as of December 29, 2001. The Company's early retirement program resulted in the termination of 92 employees.

52

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Included in the $48 million charge was $31 million of accrued costs primarily related to the severance and early retirement of employees as well as the termination of
certain ship charters and grower contracts. In connection with its early retirement program, the Company recognized net expenses of $11 million (see Note 9).

The
amounts recorded, utilized and to be utilized as of December 29, 2001 in each asset, liability and expense category are as follows:

|(In Thousands)                                      |                                      | 1999
Charge |        | Utilized
to Date |   | To be
Utilized
|--------------------------------------------------- | ------------------------------------ | ----------- | ------ | ---------------- | - | --------------
|Receivables and other assets                        |                                      | $           | 515    |                  | $ | 515           
|Inventories                                         |                                      |             | 721    |                  |   | 721           
|Property, plant and equipment                       |                                      |             | 9,758  |                  |   | 9,758         
|Contract terminations, severance and other expenses |                                      |             | 6,792  |                  |   | 6,792         
|Accrued liabilities:                                |                                      |             |        |                  |   |               
|                                                    | Severance and early retirement costs |             |        | 16,133           |   |               
|Contract terminations                               |                                      |             | 10,306 |                  |   | 9,774         
|Other accrued costs                                 |                                      |             | 4,237  |                  |   | 4,237         
|                                                    |                                      |             |        |                  |   |               
|Total business downsizing charge                    |                                      |             | 48,462 |                  |   | 47,930        
|                                                    |                                      |             |        |                  |   |               

In
the second quarter of 2000, $11 million of early retirement benefits were transferred from accrued liabilities to non-current accrued pension cost. As of December 29,
2001, the only accrued costs that remain to be utilized are for contractual payments associated with closing citrus operations in Florida. Terms of these remaining contractual obligations extend into
2003.

In
the third quarter of 2000, the Company initiated a plan to further downsize its fresh fruit operations, including the complete shutdown of certain activities. In connection with its
plan, the Company recorded a $46 million charge, which was reported on a separate line in the Consolidated Statements of Income. The $46 million charge included costs to further reduce
the Company's existing productive capacity in its banana operations in Latin America and Asia as well as costs to shut down its melon and citrus farming activities in Honduras and the downsizing of
its distribution network in Europe. In its Latin America banana operations, the Company closed select production sites, severed some employee arrangements, terminated some contracts with independent
growers and divested its controlling interest in a production joint venture in South America. In its Asian banana operations, the Company exited production on select agricultural lands and terminated
some employees and contracts with independent growers. In its European operations, the Company reduced its sales force and administrative staff, primarily in northern Europe. A total of 4,880
employees in the Company's operations are being severed under these plans, of which 4,871 have been severed as of December 29, 2001.

53

---

The
amounts recorded, utilized and to be utilized as of December 29, 2001 in each asset, liability and expense category are as follows:

|(In Thousands)                   |                       | 2000
Charge |        | Utilized
to Date |   | To be
Utilized
|-------------------------------- | --------------------- | ----------- | ------ | ---------------- | - | --------------
|Receivables and other assets     |                       | $           | 5,155  |                  | $ | 5,155         
|Inventories                      |                       |             | 3,153  |                  |   | 3,153         
|Property, plant and equipment    |                       |             | 12,430 |                  |   | 12,430        
|Goodwill                         |                       |             | 7,376  |                  |   | 7,376         
|Accrued liabilities:             |                       |             |        |                  |   |               
|                                 | Severance costs       |             |        | 10,308           |   |               
|                                 | Contract terminations |             |        | 4,570            |   |               
|                                 | Other accrued costs   |             |        | 2,769            |   |               
|                                 |                       |             |        |                  |   |               
|Total business downsizing charge |                       |             | 45,761 |                  |   | 45,191        
|                                 |                       |             |        |                  |   |               

A
minor portion of the accrued costs for contractual payments associated with reductions in the Company's European operations extend into 2002.

In
the first quarter of 2001, the Company effected the divestiture of its controlling interest in a banana production joint venture in South America. In its $46 million charge in
the third quarter of 2000, the Company recognized asset impairments related to this divestiture totaling $8 million, primarily for goodwill. Upon divestiture, the Company recognized an
additional $5 million of assets write-offs in its fresh fruit segment. The divestiture also reduced the Company's current and total assets by $8 million and $25 million,
respectively.

During
the first quarter of 2001, the Company undertook an extensive cost savings initiative and engaged the Boston Consulting Group to assist in performing strategic and operational
reviews of its banana and fresh-cut flowers businesses and in implementing programs to enhance profitability and achieve consolidated savings from global strategic sourcing and logistics. The Company
has completed these reconfiguration reviews. The actions taken as a result of the reviews have resulted in $133 million of one-time expenses for 2001 recognized as a component of cost of
products sold in the Consolidated Statements of Income. Of the $133 million of 2001 expenses,. $28 million was recognized in the second quarter for the shutdown and related asset sales
of the Company's California deciduous and Pacific Northwest apples operations, including packinghouses, ranches and orchards in California and Washington. The remaining $105 million was
recognized in the third quarter and included costs associated with the planned divestiture of the Company's Pascual Hermanos fresh vegetables business in Spain and certain other non-core businesses in
Europe, as well as the downsizing of banana and flower operations in Latin America and banana production in the Philippines. A total of 3,179 employees in the Company's operations are being severed
under these plans, of which 1,234 had been severed as of December 29, 2001.

54

---

The
amounts recorded, utilized and to be utilized as of December 29, 2001, in each asset, liability and expense category are as follows:

|(In Thousands)                |                                      | 2001
Charge |        | Utilized
to Date |   | To be
Utilized
|----------------------------- | ------------------------------------ | ----------- | ------ | ---------------- | - | --------------
|Property, plant and equipment |                                      | $           | 60,527 |                  | $ | 60,527        
|Goodwill                      |                                      |             | 4,246  |                  |   | 4,246         
|Long term advances            |                                      |             | 6,881  |                  |   | 6,881         
|Receivables and other assets  |                                      |             | 18,882 |                  |   | 18,882        
|Accrued costs:                |                                      |             |        |                  |   |               
|                              | Employee severance                   |             |        | 31,878           |   |               
|                              | Contract terminations                |             |        | 4,292            |   |               
|                              | Other accrued costs                  |             |        | 5,978            |   |               
|                              |                                      |             |        |                  |   |               
|                              | Total business reconfiguration costs |             |        | 132,684          |   |               
|                              |                                      |             |        |                  |   |               

The
remaining $31 million of accrued costs will primarily be utilized during 2002.

Hurricane Mitch Insurance Proceeds:In 1999, the Company received insurance proceeds of $53 million and incurred $25 million
of rehabilitation expenses due to the impact of Hurricane Mitch ("Mitch"), which devastated portions of Latin America in the forth quarter of 1998. In 2000, the Company received additional insurance
proceeds of $53 million in final settlement of substantially all insurance claims related to losses sustained from Mitch. These proceeds were partially offset by claims-preparation and other
Mitch-related costs. The net proceeds, which have been reported on a separate line in the Consolidated Statements of Income, were $28 million in 1999, of which $8 million related to
discontinued operations, and $43 million in 2000.

Note 6Current Assets and Liabilities

Cash equivalents of $361 million and $25 million as of December 29, 2001 and December 30, 2000, respectively, consisted primarily on
money market funds and time deposits. Outstanding checks, which are funded as presented for payment, totaled $49 million and $39 million as of December 29, 2001 and
December 30, 2000, respectively, and were included in accounts payable.

Details
of certain current assets were as follows:

|(In Thousands)                  |                                     | 2001 |         | 2000   
|------------------------------- | ----------------------------------- | ---- | ------- | -------
|Receivables                     |                                     |      |         |        
|                                | Trade                               |      | $       | 466,329
|                                | Notes and other                     |      |         | 113,924
|                                | Grower advances                     |      |         | 31,935 
|                                | Employees and affiliated operations |      |         | 9,066  
|                                |                                     |      |         |        
|                                |                                     |      | 621,254 |        
|                                |                                     |      |         |        
|Allowance for doubtful accounts |                                     |      | 89,331  |        
|                                |                                     |      |         |        
|                                |                                     |      | 531,923 |        
|                                |                                     |      |         |        
|Inventories                     |                                     |      |         |        
|                                | Finished products                   |      | $       | 157,776
|                                | Raw materials and work in progress  |      |         | 110,989
|                                | Crop growing costs                  |      |         | 55,251 
|                                | Operating supplies and other        |      |         | 62,083 
|                                |                                     |      |         |        
|                                |                                     |      | 386,099 |        
|                                |                                     |      |         |        

55

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Included
in notes receivable as of January 1, 2000 was a $10 million note from Castle & Cooke, Inc. ("Castle"), a real estate and resorts business privately
held by David H. Murdock, the Company's Chairman and Chief Executive Officer, bearing interest at the rate of 7% per annum, which was due and collected in December 2000.

Accrued
liabilities as of December 29, 2001 and December 30, 2000, included $69 million and $76 million, respectively, of amounts due to growers,
$52 million and $48 million, respectively, of marketing and advertising costs and $41 million and $40 million, respectively, of materials and supplies costs.

Note 7Property, Plant and Equipment

Major classes of property, plant and equipment were as follows:

|(In Thousands)                |  | 2001 |           | 2000 |  
|----------------------------- |  | ---- | --------- | ---- | -
|Land and land improvements    |  | $    | 418,063   |      | $
|Buildings and improvements    |  |      | 344,893   |      |  
|Machinery and equipment       |  |      | 887,494   |      |  
|Equipment under capital lease |  |      | 25,400    |      |  
|Construction in progress      |  |      | 86,084    |      |  
|                              |  |      |           |      |  
|                              |  |      | 1,761,934 |      |  
|Accumulated depreciation      |  |      | (856,110  | )    |  
|                              |  |      |           |      |  
|                              |  |      | 905,824   |      |  
|                              |  |      |           |      |  

Depreciation
expense for 2001, 2000 and 1999 totaled $97 million, $104 million and $101 million, respectively.

The
Company renewed the provisions of certain container leases in November 2001. As a result of these renewals, the Company has containers under capital lease for
$25 million at December 29, 2001.

Note 8Debt

Long-term debt consisted of the following amounts:

|(In Thousands)            |                                                                                       | 2001 |         | 2000    | 
|------------------------- | ------------------------------------------------------------------------------------- | ---- | ------- | ------- | 
|Unsecured debt            |                                                                                       |      |         |         | 
|                          | Notes payable to banks at an average interest rate of 4.8% in 2001 (7.3% in 2000)     |      | $       |        | 
|                          | 7% notes due 2003                                                                     |      |         | 300,000 | 
|                          | 6.375% notes due 2005                                                                 |      |         | 300,000 | 
|                          | 7.875% debentures due 2013                                                            |      |         | 175,000 | 
|                          | Various other notes due 2002-2014 at an average interest rate of 9.9% (10.4% in 2000) |      |         | 18 485  | 
|Capital lease obligation  |                                                                                       |      | 25,400  |         | 
|Secured debt              |                                                                                       |      |         |         | 
|                          | Contracts and notes due 2002-2012, at an average interest rate of 6.6% (7.1% in 2000) |      |         | 8,340   | 
|Unamortized debt discount |                                                                                       |      | (1,309  | )       | 
|                          |                                                                                       |      |         |         | 
|                          |                                                                                       |      | 825,916 |         | 
|Current maturities        |                                                                                       |      | (9,792  | )       | 
|                          |                                                                                       |      |         |         | 
|                          |                                                                                       |      | 816,124 |         | 
|                          |                                                                                       |      |         |         | 

56

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The
Company estimates the fair value of its fixed interest rate unsecured debt based on current quoted market prices. The estimated fair value of unsecured notes (face value
$775 million in 2001 and 2000) was approximately $760 million as of December 29, 2001 and $695 million as of December 30, 2000.

In
July 1998, the Company extended its five-year, $400 million revolving credit facility ("Long-term Facility") to 2003. At the Company's option, borrowings under the
Long-term Facility bear interest at certain percentages over the agent's prime rate or the London Interbank Offered Rate ("LIBOR"). Provisions under the Long-term Facility require the Company to
comply with certain financial covenants, which include a maximum permitted ratio of consolidated debt to net worth and a minimum required fixed charge coverage ratio. As of December 29, 2001,
the Company was in compliance with these covenants. The Company had no outstanding borrowings and $320 million outstanding under the Long-term Facility as of December 29, 2001 and
December 30, 2000, respectively. The Company may also borrow under uncommitted lines of credit at rates offered from time to time by various banks that may not be lenders under the Long-term
Facility. The Company had no outstanding borrowings and $13 million outstanding under its uncommitted lines of credit as of December 29, 2001 and December 30, 2000, respectively.

In
July 2000, the Company entered into a $250 million, 364-day revolving credit facility ("364-day Facility"). At the Company's option, borrowings under the 364-day
Facility bear interest at certain percentages over the agent's prime rate, LIBOR or the Federal Funds rate. The 364-day Facility provides the Company with additional liquidity to meet its short-term
financing needs. In August 2001, the Company renewed its 364-day Facility, reducing it from $250 million to $200 million. There were no outstanding borrowing under this facility as of
December 29, 2001 or December 30, 2000.

In
July 2000, the Company repaid its $225 million, 6.75% notes, which matured on July 15, 2000. As of January 1, 2000, these notes had been classified as
long-term due to the Company's ability and intent as of that date to refinance the maturity using a long-term instrument. The Company financed $40 million of this maturity under its 364-day
Facility, which was subsequently repaid. The remaining $185 million was financed under the Company's Long-term Facility, which was also subsequently repaid.

Maturities
with respect to long-term debt as of December 29, 2001 were as follows: 2002$10 million; 2003$312 million;
2004$26 million; 2005$301 million; 2006$1 million; and thereafter$176 million. Notes payable consisted primarily of
short-term borrowings required to fund certain foreign operations and totaled $17 million with a weighted-average interest rate of 3.3% as of December 29, 2001 and $34 million
with a weighted-average interest rate of 5.2% as of December 30, 2000.

Interest
payments totaled $69 million, $88 million and $83 million during 2001, 2000 and 1999, respectively.

Note 9Employee Benefit Plans

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

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

57

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The status of the Company's defined benefit pension plans was as follows:

|                                                         |                                                           | U.S. Pension Plans |        | International Pension Plans |   | Oprb Plans |        
|-------------------------------------------------------- | --------------------------------------------------------- | ------------------ | ------ | --------------------------- | - | ---------- | -------
|
|
|Change in projected benefit obligation                   |                                                           |                    |        |                             |   |            |        
|                                                         | Benefit obligation at beginning of year                   |                    | $      | 307,745                     |   | $          | 314,201
|                                                         | Service cost                                              |                    |        | 3,684                       |   |            | 4,422  
|                                                         | Interest cost                                             |                    |        | 22,074                      |   |            | 22,696 
|                                                         | Participant contributions                                 |                    |        |                            |   |            |       
|                                                         | Plan amendments                                           |                    |        |                            |   |            |       
|                                                         | Exchange rate changes                                     |                    |        |                            |   |            |       
|                                                         | Actuarial loss (gain)                                     |                    |        | (13,902                     | ) |            | (9,537 
|                                                         | Reduction in projected benefit obligation for plan freeze |                    |        | (13,071                     | ) |            |       
|                                                         | Curtailments, settlements and terminations, net           |                    |        |                            |   |            |       
|                                                         | Benefits paid                                             |                    |        | (26,850                     | ) |            | (24,037
|                                                         |                                                           |                    |        |                             |   |            |        
|                                                         | Benefit obligation at end of year                         |                    |        | 279,680                     |   |            | 307,745
|                                                         |                                                           |                    |        |                             |   |            |        
|Change in plan assets                                    |                                                           |                    |        |                             |   |            |        
|                                                         | Fair value of plan assets at beginning of year            |                    | $      | 309,554                     |   | $          | 355,780
|                                                         | Actual return on plan assets                              |                    |        | (22,437                     | ) |            | (23,726
|                                                         | Company contributions                                     |                    |        | 2,851                       |   |            | 1,537  
|                                                         | Participant contributions                                 |                    |        |                            |   |            |       
|                                                         | Exchange rate changes                                     |                    |        |                            |   |            |       
|                                                         | Settlements                                               |                    |        |                            |   |            |       
|                                                         | Benefits paid                                             |                    |        | (26,850                     | ) |            | (24,037
|                                                         |                                                           |                    |        |                             |   |            |        
|                                                         | Fair value of plan assets at end of year                  |                    |        | 263,118                     |   |            | 309,554
|                                                         |                                                           |                    |        |                             |   |            |        
|                                                         | Funded status                                             |                    | $      | (16,562                     | ) | $          | 1,809  
|                                                         | Unrecognized net loss (gain)                              |                    |        | 24,621                      |   |            | 2,612  
|                                                         | Unrecognized prior service cost (benefit)                 |                    |        | 2,132                       |   |            | 2,619  
|                                                         | Unrecognized net transition obligation (asset)            |                    |        | (97                         | ) |            | (143   
|                                                         |                                                           |                    |        |                             |   |            |        
|                                                         | Net amount recognized                                     |                    |        | 10,094                      |   |            | 6,897  
|                                                         |                                                           |                    |        |                             |   |            |        
|Net amount recognized in the Consolidated Balance Sheets |                                                           |                    |        |                             |   |            |        
|                                                         | Prepaid benefit cost                                      |                    | $      | 17,580                      |   | $          | 17,109 
|                                                         | Accrued benefit liability                                 |                    |        | (34,276                     | ) |            | (15,933
|                                                         | Intangible asset                                          |                    |        | 2,072                       |   |            | 1,842  
|                                                         | Accumulated other comprehensive loss                      |                    |        | 24,718                      |   |            | 3,879  
|                                                         |                                                           |                    |        |                             |   |            |        
|                                                         |                                                           |                    | 10,094 |                             |   | 6,897      |        
|                                                         |                                                           |                    |        |                             |   |            |        

For U.S. plans, the projected benefit obligation was determined using assumed discount rates of 7.25% in 2001 and 7.5% in 2000 and assumed rates
of increase in future compensation levels of 4.5% in both 2001 and 2000. The expected long-term rate of return on assets for U.S. plans was 9.25% in both 2001 and 2000. For international plans, the
projected benefit obligation was determined using assumed discount rates of 7.25% to 20.0% in 2001 and 7.5% to 20.0% in 2000 and assumed rates of increase in future compensation levels of 4.5% to
17.5% in both 2001 and 2000. The expected long-term rate of return on assets for international plans was 9.25% to 20.0% in both 2001 and 2000.

The
accumulated postretirement benefit obligation ("APBO") for the Company's OPRB plans in 2001 was determined using an assumed annual rate of increase in the per capita cost of covered
health care benefits of 10% in 2002 decreasing to 5.5% in 2007 and thereafter. The annual rate of increase assumed in the 2000 APBO was 7.5% in 2001 decreasing to 5.0% in 2006 and thereafter. An
increase
in the assumed health care cost trend rate of one percentage point in each year would have increased the Company's APBO of December 29, 2001 by approximately $5 million and would have
increased the

58

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service and interest cost components of postretirement benefit expense for 2001 by less than $1 million, in aggregate. A decrease in the assumed health care cost trend rate by one percentage
point in each year would have decreased the Company's APBO as of December 29, 2001 by approximately $5 million and would have decreased the service and interest cost components of
postretirement benefit expense for 2001 by less than $1 million, in aggregate. The APBO was determined using assumed discount rates of 7.25% in 2001 and 7.5% in 2000 and assumed rates of
increase in future compensation levels of 4.5% in both 2001 and 2000 for the U.S. and international plans.

The
aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets
were $244 million, $244 million and $210 million, respectively, as of December 29, 2001 and $14 million, $12 million and zero, respectively, as of
December 30, 2000. The accumulated benefit obligation for the Company's unfunded international pension plans, in aggregate, was $26 million in 2001 and $22 million in 2000.

During
2001, the Company's U.S. pension plans and a portion of its international pension plans were frozen. Effective January 1, 2002, no new pension benefit will accrue, with the
exception of a transition benefit for long term employees. The $13 million associated with reducing the projected benefit obligation for this freeze was offset against unrecognized net loss.

The
components of net periodic benefit cost for the U.S. and international plans were as follows:

|                                        |                                | Pension Plans                                   |       | Oprb Plans |      
|--------------------------------------- | ------------------------------ | ----------------------------------------------- | ----- | ---------- | -----
|
|
|Components of net periodic benefit cost |                                |                                                 |       |            |      
|                                        | Service cost                   |                                                 | $     | 5,680      |      
|                                        | Interest cost                  |                                                 |       | 25,864     |      
|                                        | Expected return on plan assets |                                                 |       | (27,654    | )    
|                                        | Amortization of:               |                                                 |       |            |      
|                                        |                                | Unrecognized net loss (gain)                    |       |            | 112  
|                                        |                                | Unrecognized prior service cost (benefit)       |       |            | 572  
|                                        |                                | Unrecognized net transaction obligation (asset) |       |            | 76   
|                                        |                                | Curtailment, Settlements and terminations, net  |       |            | 1,464
|                                        |                                |                                                 |       |            |      
|                                        |                                |                                                 | 6,114 |            |      
|                                        |                                |                                                 |       |            |      

In
2001, the Company recognized $1 million for special termination benefits associated with the downsizing of banana operations in Asia. In addition, the Company recognized
curtailment losses of less than $1 million for the pension plan freeze.

In
1999, the Company elected to reduce its overall headcount by initiating an early retirement program for eligible employees. In connection with this program, the Company recognized
special termination benefits of $13 million. Also in connection with this program, the Company recognized a curtailment
gain of $2 million. The net amount of $11 million has been reported as a component of the Company's 1999 business downsizing charge (see Note 5).

The
Company recognized net curtailment losses of $2 million in 1999 for international plans. These losses were due to additional benefit payments resulting from reductions in
workforce.

The
Company offers defined contribution plans to eligible employees. Such employees may defer a percentage of their annual compensation primarily to supplement their retirement income.
Some of

59

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these plans provide for Company contributions based on a percentage of each participant's contribution, subject to a maximum contribution by the Company. Company contributions to its defined
contribution plans totaled $7 million in 2001, 2000 and 1999. The Company has doubled its match of the participant's contribution to the U.S. defined contribution plan, effective
January 1, 2002.

The
Company is also party to various industry-wide collective bargaining agreements that provide pension benefits. Total contributions to these plans and direct payments to pensioners
were approximately $1 million in 2001, 2000 and 1999.

Note 10Stock Options and Awards

Under the 1991 and 2001 Stock Option and Award Plans ("Option Plans"), the Company can grant incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock awards and performance share awards to officers and key employees of the Company. Stock options generally vest over a three year period or based on stock price
appreciation and may be exercised for up to 10 years from the date of grant, as determined by the Corporation Compensation and Benefits Committee of the Company's Board of Directors. In 2001, all
remaining options outstanding under the 1982 Stock Option and Award Plan expired.

Under
the 1995 Non-Employee Directors Stock Option Plan ("Directors Plan"), each active non-employee director will receive a grant of 1,500 non-qualified stock options ("Options") on
February 15th (or the first trading day thereafter) of each year. The Options vest over three years and expire 10 years after the date of the grant or upon early termination as defined by the
plan agreement.

In
2000, the Company granted 712,572 stock options, of which 638,950 shares were granted at market price (weighted-average price of $12.91) and 73,622 shares were granted at a price
exceeding market price (weighted-average price of $34.20). On March 13, 2000, 6,000 shares of non-vested stock awards were issued, of which 3,000 remained outstanding at December 29,
2001. No stock appreciation rights or performance share awards were outstanding at December 29, 2001.

Changes
in outstanding stock options were as follows:

|                                 |  | Option Outstanding |           | Options Exercisable
|-------------------------------- |  | ------------------ | --------- | -------------------
|
|January 2, 1999                  |  | $                  | 2,392,863 |                    
|Granted at market price          |  |                    | 1,337,050 |                    
|Excerised                        |  |                    | (27,061   | )                  
|Canceled                         |  |                    | (393,309  | )                  
|                                 |  |                    |           |                    
|January 1, 2000                  |  |                    | 3,309,543 |                    
|Granted at or above market price |  |                    | 712,572   |                    
|Excerised                        |  |                    |          |                    
|Canceled                         |  |                    | (327,251  | )                  
|                                 |  |                    |           |                    
|December 30, 2000                |  |                    | 3,694,864 |                    
|Granted at market price          |  |                    | 669,650   |                    
|Excerised                        |  |                    | (18,086   | )                  
|Canceled                         |  |                    | (766,587  | )                  
|                                 |  |                    |           |                    
|December 29, 2001                |  |                    | 3,579,841 |                    
|                                 |  |                    |           |                    

60

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The
following tables summarizes information about stock options outstanding as of December 29, 2001:

|                 |  | Options Outstanding |  | Options Exercisable
|---------------- |  | ------------------- |  | -------------------
|
|$12.69 to $18.86 |  | 1,717               |  | 8.7                
|22.20 to 32.50   |  | 881                 |  | 4.8                
|34.31 to 44.25   |  | 611                 |  | 4.6                
|50.19 to 54.81   |  | 371                 |  | 6.2                
|                 |  |                     |  |                    
|12.69 to 54.81   |  | 3,580               |  | 6.8                
|                 |  |                     |  |                    

The
fair value of each stock options granted during 2001, 2000 and 1999 was estimated on the date of grant using the Black- Scholes option pricing model with the following
weighted-average assumptions:

|                             |  | 2001 |         | 2000 |   | 1999   
|---------------------------- |  | ---- | ------- | ---- | - | -------
|Dividend yields              |  |      | 2.5%    |      |   | 2.9%   
|Expected volatility          |  |      | 33.7%   |      |   | 32.6%  
|Risk free interest rates     |  |      | 5.0%    |      |   | 5.9%   
|Expected lives               |  |      | 7 years |      |   | 7 years
|                             |  |      |         |      |   |        
|Weighted-average fair values |  | $    | 5.34    |      | $ | 4.02   
|                             |  |      |         |      |   |        

The
Company accounts for employee stock-based compensation related to the Option Plans under APB 25. As the Company's stock options were granted at or above market price on the date of
grant, no compensation costs were recognized in the accompanying Consolidated Statements of Income for 2001, 2000 and 1999. Had compensation costs been determined under FAS 123, pro forma net income
and net income per common share would have been as follows:

|(In Thousands, Except Per Shares Data) |  | 2001 |         | 2000 |   | 1999  
|-------------------------------------- |  | ---- | ------- | ---- | - | ------
|Net income                             |  | $    | 148,053 |      | $ | 64,981
|Net income per sharebasic             |  |      | 2.65    |      |   | 1.16  
|Net income per sharediluted           |  |      | 2.63    |      |   | 1.16  
|                                       |  |      |         |      |   |       

These
pro forma amounts may not be representative of future pro forma results.

Note 11Shareholders' Equity

Authorized capital as of December 29, 2001 consisted of 80 million shares of no par value common stock and 30 million shares of no par value
preferred stock issuable in series. As of December 29, 2001, approximately 6.0 million shares and 0.1 million shares of common stock were reserved for issuance under the Option
Plans and the Directors Plan, respectively. There was no preferred stock outstanding.

The
Company's historical policy was to pay quarterly dividends on common shares at an annual rate of 40 cents per share. In December 2001, the Company's Board of Directors
approved a plan to increase the quarterly dividends paid to shareholders. As a result, effective the first quarter of 2002, quarterly dividends on common shares will be paid at an annual rate of 60
cents per share.

In
February 1999, the Company increased the number of shares authorized under its existing stock repurchase program to 8.3 million. During 1999, the Company repurchased
approximately 3.5 million of

61

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its common shares at a total cost of $92 million. As of December 29, 2001, approximately 3.3 million shares remain authorized for repurchase under the Company's stock repurchase
program.

62

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Comprehensive income (see Note 2) and changes in shareholders' equity were as follows:

|(In Thousands, Except Share Data) |                                                                                          | Common
Shares
Outstanding |            | Common
Stock |         | Additional
Paid-in
Capital |   | Retained
Earnings |         | Accumulated
Other
Comprehensive
Loss |         | Total
Common
Shareholders'
Equity |   | Comprehensive
Income |        
|--------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------- | ---------- | ------------ | ------- | -------------------------- | - | ----------------- | ------- | ------------------------------------ | ------- | --------------------------------- | - | -------------------- | -------
|Balance, January 2, 1999          |                                                                                          | 59,293,899                |            | $            | 319,937 |                            | $ | 144,515           |         | $                                    | 247,508 |                                   | $ | (90,128              | )      
|                                  | Net income                                                                               |                           |           |              |         |                           |   |                   |        |                                      |         | 48,544                            |   |                      |       
|                                  | Cash dividends declared ($.40 per share)                                                 |                           |           |              |         |                           |   |                   |        |                                      |         | (22,743                           | ) |                      |       
|                                  | Translation adjustments                                                                  |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | (22,052
|                                  | Additional minimum pension liability adjustments                                         |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | (2,477 
|                                  | Issuance of common stock                                                                 |                           | 28,584     |              |         | 28                         |   |                   | 688     |                                      |         |                                  |   |                      |       
|                                  | Repurchase of common stock                                                               |                           | (3,487,200 | )            |         | (3,487                     | ) |                   | (88,408 | )                                    |         |                                  |   |                      |       
|                                  |                                                                                          |                           |            |              |         |                            |   |                   |         |                                      |         |                                   |   |                      |        
|Comprehensive income1999         |                                                                                          |                          |            |              |        |                            |   |                  |         |                                      |        |                                   |   |                     |        
|                                  |                                                                                          |                           |            |              |         |                            |   |                   |         |                                      |         |                                   |   |                      |        
|Balance, January 1, 2000          |                                                                                          | 55,835,283                |            |              | 316,478 |                            |   | 56,795            |         |                                      | 273,309 |                                   |   | (114,657             | )      
|                                  | Net income                                                                               |                           |           |              |         |                           |   |                   |        |                                      |         | 67,655                            |   |                      |       
|                                  | Cash dividends declared ($.40 per share)                                                 |                           |           |              |         |                           |   |                   |        |                                      |         | (22,338                           | ) |                      |       
|                                  | Translation adjustments                                                                  |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | (19,788
|                                  | Additional minimum pension liability adjustments                                         |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | (2,793 
|                                  | Issuance of common stock                                                                 |                           | 9,570      |              |         | 10                         |   |                   | 117     |                                      |         |                                  |   |                      |       
|                                  |                                                                                          |                           |            |              |         |                            |   |                   |         |                                      |         |                                   |   |                      |        
|Comprehensive income2000         |                                                                                          |                          |            |              |        |                            |   |                  |         |                                      |        |                                   |   |                     |        
|                                  |                                                                                          |                           |            |              |         |                            |   |                   |         |                                      |         |                                   |   |                      |        
|Balance, December 30, 2000        |                                                                                          | 55,844,853                |            |              | 316,488 |                            |   | 56,912            |         |                                      | 318,626 |                                   |   | (137,238             | )      
|                                  | Net income                                                                               |                           |           |              |         |                           |   |                   |        |                                      |         | 150,404                           |   |                      |       
|                                  | Cash dividends declared ($.40 per share)                                                 |                           |           |              |         |                           |   |                   |        |                                      |         | (22,341                           | ) |                      |       
|                                  | Translation adjustments                                                                  |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | (13,809
|                                  | Reclassification of translation losses realized upon the disposition of a foreign entity |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | 72,467 
|                                  | Unrealized net gains on cash flow hedging instruments                                    |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | 15,282 
|                                  | Additional minimum pension liability adjustments                                         |                           |           |              |         |                           |   |                   |        |                                      |         |                                  |   |                      | (21,093
|                                  | Issuance of common stock                                                                 |                           | 24,131     |              |         | 24                         |   |                   | 308     |                                      |         |                                  |   |                      |       
|                                  |                                                                                          |                           |            |              |         |                            |   |                   |         |                                      |         |                                   |   |                      |        
|Comprehensive income2001         |                                                                                          |                          |            |              |        |                            |   |                  |         |                                      |        |                                   |   |                     |        
|                                  |                                                                                          |                           |            |              |         |                            |   |                   |         |                                      |         |                                   |   |                      |        
|Balance, December 29, 2001        |                                                                                          | 55,868,984                |            |              | 316,512 |                            |   | 57,220            |         |                                      | 446,689 |                                   |   | (84,391              | )      
|                                  |                                                                                          |                           |            |              |         |                            |   |                   |         |                                      |         |                                   |   |                      |        

Note 12Contingencies

As of December 29, 2001, the Company was guarantor of $53 million of indebtedness of certain key fruit suppliers and other entities integral to the
Company's operations.

In
connection with the acquisition of its 60% interest in Saba Trading AB in 1998, the Company has the right to purchase, at its sole discretion, the minority shareholders' entire
interest in that company during either January 2004 or January 2008. In addition, each minority shareholder separately has the right to require the Company to purchase its remaining interest
during either February 2005 or February 2008.

The
Company, several of its competitors, and some of the manufacturers of a formerly widely used agricultural chemical called DBCP, are defendants in lawsuits filed in Texas, Louisiana,
Mississippi and Hawaii. In these lawsuits, a large number of foreign nationals allege personal injuries caused by contact with DBCP. The plaintiffs claim that during the 1960's and 1970's they were
employees of the Company's subsidiaries, competitors and independent local growers. All cases were removed to federal court and most have been dismissed on the grounds that the plaintiffs' home
countries are the more

63

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appropriate forums for the claims. The dismissed cases are on appeal. As a result of these rulings, a large number of foreign nationals have brought similar suits relating to the use of DBCP by the
Company's subsidiaries and others in their home countries. Such lawsuits are currently pending in the Philippines, Nicaragua, Costa Rica and Ecuador. In addition, the Company, several of its
competitors and the manufacturers of DBCP are defending a lawsuit filed in Hawaii state court brought by local residents, in which the plaintiffs seek damages caused by alleged contamination of water
wells. As to all such matters, the Company has denied liability and asserted substantial defenses. In the opinion of management, after consultation with legal counsel, the pending lawsuits are not
expected to have a material adverse effect on the Company's financial position or results of operations.

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

Note 13Lease and Other Commitments

The Company has obligations under non-cancelable operating leases, primarily for vessel charters and containers, as well as certain equipment and office
facilities. Certain agricultural land leases provide for increases in minimum rentals based on production. Lease payments under a significant portion of the Company's operating leases are based on
variable interest rates. Total rental expense, including rents related to short-term cancelable leases was $126 million, $148 million and $166 million (net of sublease income of
$13 million, $10 million and $9 million) for 2001, 2000 and 1999, respectively.

In
connection with certain vessel charters, container and office facility leases, the Company has both purchase and/or renewal options. As of December 29, 2001, the Company's
residual value guarantees on such leases totaled $85 million.

As
of December 29, 2001, the Company's aggregate non-cancelable minimum rental commitments, before sublease income, were as follows: 2002$106 million;
2003$133 million; 2004$131 million; 2005$34 million; 2006$18 million; and thereafter$129 million. Total future sublease income
is $29 million.

At
December 29, 2001, the Company was under the contractual obligation for the delivery of an aircraft. The Company's share of the total aircraft cost of approximately $45 million
is $30 million. The remaining cost of the aircraft is an obligation of Castle.

As
of December 29, 2001, the Company was under an obligation to purchase certain vessels upon their lease termination in March 2002, for $121 million.

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Note 14Income Taxes

Income tax expense (benefit) was as follows:

|(In Thousands) |                          | 2001 |        | 2000   |   | 1999   |       
|-------------- | ------------------------ | ---- | ------ | ------ | - | ------ | ------
|Current        |                          |      |        |        |   |        |       
|               | Federal, state and local |      | $      | 1,213  |   | $      | 1,432 
|               | Foreign                  |      |        | 10,788 |   |        | 13,668
|               |                          |      |        |        |   |        |       
|               |                          |      | 12,001 |        |   | 15,100 |       
|               |                          |      |        |        |   |        |       
|Deferred       |                          |      |        |        |   |        |       
|               | Federal, state and local |      |        | 17,856 |   |        | 6,379 
|               | Foreign                  |      |        | (509   | ) |        | (1,932
|               |                          |      |        |        |   |        |       
|               |                          |      | 17,347 |        |   | 4,447  |       
|               |                          |      |        |        |   |        |       
|               |                          |      | 29,348 |        |   | 19,547 |       
|               |                          |      |        |        |   |        |       

Income before taxes attributable to foreign operations was $15 million, $14 million and $65 million, for 2001, 2000 and 1999, respectively.
Undistributed earnings of foreign subsidiaries, which have been or are intended to be permanently invested, totaled $1.3 billion at December 29, 2001.

The
Company's reported income tax expense varied from the expense calculated using the U.S. federal statutory tax rate for the following reasons:

|(In Thousands)                                                |  | 2001 |        | 2000 |   | 1999   |  
|------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|Expense computed at U.S. federal statutory income tax rate    |  | $    | (2,706 | )    | $ | 19,473 |  
|Foreign income taxed at different rates                       |  |      | (6,906 | )    |   | (5,995 | )
|Dividends from subsidiaries                                   |  |      | 116    |      |   |       |  
|State and local income tax, net of federal income tax benefit |  |      | 5,960  |      |   | 1,698  |  
|Interest on prior years taxes                                 |  |      |       |      |   |       |  
|Valuation allowance on foreign losses                         |  |      | 33,727 |      |   | 7,497  |  
|Principal refund of prior years taxes                         |  |      |       |      |   | (3,376 | )
|Other                                                         |  |      | (843   | )    |   | 268    |  
|                                                              |  |      |        |      |   |        |  
|Reported income tax expense                                   |  |      | 29,348 |      |   | 19,547 |  
|                                                              |  |      |        |      |   |        |  

Total income tax payments, net of refunds, for 2001, 2000 and 1999 were $18 million, $18 million and $(0.2) million, respectively. The Company's
effective tax rate was (380)%, 35% and 18% for 2001, 2000 and 1999, respectively.

Deferred
tax assets (liabilities) comprised the following:

|(In Thousands)                                                                                     |  | 2001 |         | 2000 |   | 1999    |  
|-------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|Operating reserves                                                                                 |  | $    | 67,216  |      | $ | 79,120  |  
|Accelerated depreciation                                                                           |  |      | (13,053 | )    |   | (21,286 | )
|Inventory valuation methods                                                                        |  |      | 2,316   |      |   | 2,846   |  
|Effect of differences between book values assigned in prior acquisitions and historical tax values |  |      | (28,894 | )    |   | (30,736 | )
|Postretirement benefits                                                                            |  |      | 32,133  |      |   | 33,061  |  
|Tax credit carryforward                                                                            |  |      | 11,674  |      |   | 5,459   |  
|Net operating loss carryforward                                                                    |  |      | 20,151  |      |   | 74,461  |  
|Reserves for hurricane losses                                                                      |  |      | 7,740   |      |   | 7,740   |  
|Valuation allowance on foreign losses                                                              |  |      | (50,966 | )    |   | (26,123 | )
|Other, net                                                                                         |  |      | (23,393 | )    |   | (18,174 | )
|                                                                                                   |  |      |         |      |   |         |  
|                                                                                                   |  |      | 24,924  |      |   | 106,368 |  
|                                                                                                   |  |      |         |      |   |         |  

The Company has recorded deferred tax assets of $20 million for foreign net operating loss carryforwards, which will, if unused, begin to expire
in 2002.

65

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A
valuation allowance was established to offset the deferred tax assets related to foreign net operating loss carryforwards, hurricane losses and certain other foreign reserves. The
Company has deemed it more likely than not that future taxable income in the relevant foreign taxing jurisdictions will not be sufficient to realize the related income tax benefits for these assets.

The
tax credit carryforward amount of $12 million is primarily comprised of foreign tax credits, which can be utilized to reduce regular tax liabilities, which will, if unused, begin to
expire in 2006.

Total
deferred tax assets and deferred tax liabilities were as follows:

|(In Thousands)           |  | 2001 |          | 2000 |   | 1999     |  
|------------------------ |  | ---- | -------- | ---- | - | -------- | -
|Deferred tax assets      |  | $    | 172,147  |      | $ | 228,688  |  
|Deferred tax liabilities |  |      | (147,223 | )    |   | (122,320 | )
|                         |  |      |          |      |   |          |  
|                         |  |      | 24,924   |      |   | 106,368  |  
|                         |  |      |          |      |   |          |  

The Company had been contingently liable with respect to certain tax credits sold to Norfolk Southern Railway ("Norfolk") with recourse by
Flexi-Van Leasing, Inc. ("Flexi-Van"), successor corporation to Flexi-Van Corporation, the Company's former transportation equipment leasing business. Litigation with the Internal Revenue Service
involving these credits concluded in 1998. Flexi-Van and Norfolk have reached a final settlement. Norfolk has also released and discharge Flexi-Van and the Company from any and all action related to
this matter, effective January 29, 2001.

The
Company is subject to examination by taxing authorities in the various jurisdictions in which it files tax returns. Matters raised upon audit may involve substantial amounts and
could be material if resolved unfavorably. However, as of December 29, 2001,management considered it unlikely that the resolution of any such matters would have a material adverse effect upon
the Company's financial condition or results of operations.

Note 15Business Segments

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

Accounting
policies of the four reportable segments, other operating segments, and corporate and other are the same as those described in the summary of significant accounting policies.
Company management evaluates and monitors segment performance primarily through earnings before interest

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and taxes ("EBIT"). The results of operations and financial position of the four reportable segments, other operating segments, and corporate and other were as follows:

|(In Thousands)                |                           | 2001 |           | 2000      |   | 1999      |          
|----------------------------- | ------------------------- | ---- | --------- | --------- | - | --------- | ---------
|Revenue                       |                           |      |           |           |   |           |          
|                              | Fresh fruit               |      | $         | 2,710,394 |   | $         | 2,764,731
|                              | Fresh vegetables          |      |           | 873,871   |   |           | 885,597  
|                              | Packaged foods            |      |           | 635,298   |   |           | 614,391  
|                              | Fresh-cut flowers         |      |           | 196,430   |   |           | 200,562  
|                              | Other operating segments  |      |           | 33,298    |   |           | 37,243   
|                              |                           |      |           |           |   |           |          
|                              |                           |      | 4,449,291 |           |   | 4,502,524 |          
|                              |                           |      |           |           |   |           |          
|EBIT                          |                           |      |           |           |   |           |          
|                              | Fresh fruit               |      | $         | 48,478    |   | $         | 47,297   
|                              | Fresh vegetables          |      |           | 47,793    |   |           | 77,084   
|                              | Packaged foods            |      |           | 43,684    |   |           | 56,877   
|                              | Fresh-cut flowers         |      |           | (18,717   | ) |           | 293      
|                              | Other operating segments  |      |           | (837      | ) |           | (878     
|                              |                           |      |           |           |   |           |          
|                              | Total operating segments  |      |           | 120,401   |   |           | 180,673  
|                              | Corporate and other       |      |           | (57,423   | ) |           | (39,914  
|                              | Special gains and charges |      |           |          |   |           | 5,323    
|                              |                           |      |           |           |   |           |          
|                              |                           |      | 62,978    |           |   | 146,082   |          
|                              |                           |      |           |           |   |           |          
|Assets                        |                           |      |           |           |   |           |          
|                              | Fresh fruit               |      | $         | 1,407,979 |   | $         | 1,494,214
|                              | Fresh vegetables          |      |           | 340,975   |   |           | 354,279  
|                              | Packaged foods            |      |           | 355,499   |   |           | 573,864  
|                              | Fresh-cut flowers         |      |           | 288,142   |   |           | 278,704  
|                              | Other operating segments  |      |           | 8,963     |   |           | 21,546   
|                              |                           |      |           |           |   |           |          
|                              | Total operating segments  |      |           | 2,401,558 |   |           | 2,722,607
|                              | Corporate and other       |      |           | 345,135   |   |           | 78,727   
|                              |                           |      |           |           |   |           |          
|                              |                           |      | 2,746,693 |           |   | 2,801,334 |          
|                              |                           |      |           |           |   |           |          
|Depreciation and Amortization |                           |      |           |           |   |           |          
|                              | Fresh fruit               |      | $         | 70,512    |   | $         | 77,281   
|                              | Fresh vegetables          |      |           | 14,557    |   |           | 14,308   
|                              | Packaged foods            |      |           | 14,006    |   |           | 15,409   
|                              | Fresh-cut flowers         |      |           | 9,578     |   |           | 9,176    
|                              | Other operating segments  |      |           | 610       |   |           | 683      
|                              | Corporate and other       |      |           | 8,691     |   |           | 8,486    
|                              |                           |      |           |           |   |           |          
|                              |                           |      | 117,954   |           |   | 125,343   |          
|                              |                           |      |           |           |   |           |          
|Capital Additions             |                           |      |           |           |   |           |          
|                              | Fresh fruit               |      | $         | 58,853    |   | $         | 60,485   
|                              | Fresh vegetables          |      |           | 16,770    |   |           | 13,012   
|                              | Packaged foods            |      |           | 10,011    |   |           | 15,766   
|                              | Fresh-cut flowers         |      |           | 31,297    |   |           | 15,864   
|                              | Other operating segments  |      |           | 217       |   |           | 1,589    
|                              | Corporate and other       |      |           | 2,604     |   |           | 3,839    
|                              |                           |      |           |           |   |           |          
|                              |                           |      | 119,752   |           |   | 110,555   |          
|                              |                           |      |           |           |   |           |          

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Note: Corporate and other EBIT includes general and administrative costs not allocated to operating segments. Corporate and other EBIT in 2001 included consulting fees related to
strategic and operational review activities, partially offset by a non-operating gain related to the sale of available-for-sale securities. Corporate and other EBIT in 2000 included the interest
portion of a refund received from the Internal Revenue Service related to the settlement of disputed items from certain prior years' audits partially offset by the write-off of certain investments and
capitalized software costs. Corporate and other EBIT in 1999 included lower expense levels related to bonuses and self-insurance. See Note 5 for details related to other gains and charges.

The
Company's revenue from external customers and net property, plant and equipment by geographic area were as follows:

|(In Thousands) |                     | 2001 |           | 2000      |  | 1999     
|-------------- | ------------------- | ---- | --------- | --------- |  | ---------
|Revenue        |                     |      |           |           |  |          
|               | United States       |      | $         | 2,180,414 |  | $        
|               | Japan               |      |           | 516,317   |  |          
|               | Sweden              |      |           | 353,092   |  |          
|               | Germany             |      |           | 311,629   |  |          
|               | France              |      |           | 149,097   |  |          
|               | Italy               |      |           | 101,010   |  |          
|               | Other international |      |           | 837,732   |  |          
|               |                     |      |           |           |  |          
|               |                     |      | 4,449,291 |           |  | 4,502,524
|               |                     |      |           |           |  |          

|(In Thousands)                    |                     | 2001 |         | 2000    |  | 1999   
|--------------------------------- | ------------------- | ---- | ------- | ------- |  | -------
|Property, plant and equipmentnet |                     |      |         |         |  |        
|                                  | United States       |      | $       | 327,252 |  | $      
|                                  | Costa Rica          |      |         | 78,549  |  |        
|                                  | Philippines         |      |         | 76,978  |  |        
|                                  | Oceangoing assets   |      |         | 76,597  |  |        
|                                  | Ecuador             |      |         | 67,287  |  |        
|                                  | Colombia            |      |         | 66,978  |  |        
|                                  | Other international |      |         | 212,183 |  |        
|                                  |                     |      |         |         |  |        
|                                  |                     |      | 905,824 |         |  | 965,640
|                                  |                     |      |         |         |  |        

Note 16Related Party Transactions

The Company's policy permits it to have arms-length transactions with related parties.

David
H. Murdock owns Castle as well as a transportation equipment leasing company, a private dining club and a private country club, which supply products and provide services to
numerous customers and patrons. During fiscal 2001, 2000 and 1999, the Company paid Mr. Murdock's companies an aggregate of approximately $2 million in each year.

The
Company and Castle each hold a 50 percent interest in an airplane, which was formerly owned solely by the Company. Under a co-ownership agreement, the Company and Castle agreed that
each party would be responsible for the direct costs associated with its use of the airplane, and that all indirect costs would be equally shared.

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Note 17Quarterly Financial Information (Unaudited)

The following table presents summarized quarterly results:

|(In Thousands, Except Per-Share Data) |                                              | First
Quarter           |   | Second
Quarter |      | Third
Quarter |           | Fourth
Quarter |   | Year      |      
|------------------------------------- | -------------------------------------------- | ----------------------- | - | -------------- | ---- | ------------- | --------- | -------------- | - | --------- | -----
|2001                                  |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Revenue                                      |                         | $ | 1,056,296      |      | $             | 1,163,453 |                | $ | 1,247,040 |      
|                                      | Gross margin                                 |                         |   | 168,059        |      |               | 184,763   |                |   | 74,826    |      
|                                      | Net income (loss) from continuing operations |                         |   | 29,455         |      |               | 33,285    |                |   | (103,902  | )    
|                                      | Net income from discontinued operations      |                         |   | 5,264          |      |               | 3,683     |                |   | 9,146     |      
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Net income (loss)                            |                         |   | 34,719         |      |               | 36,968    |                |   | (94,756   | )    
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Net income (loss) per common sharediluted   |                         |   |                |      |               |           |                |   |           |      
|                                      |                                              | Continuing operations   |   | $              | 0.53 |               | $         | 0.59           |   | $         | (1.86
|                                      |                                              | Discontinued operations |   |                | 0.09 |               |           | 0.07           |   |           | 0.16 
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Net income (loss) per common sharediluted   |                         |   | 0.62           |      |               | 0.66      |                |   | (1.70     | )    
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      
|2000                                  |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Revenue                                      |                         | $ | 1,069,465      |      | $             | 1,173,868 |                | $ | 1,257,969 |      
|                                      | Gross margin                                 |                         |   | 170,972        |      |               | 188,705   |                |   | 146,395   |      
|                                      | Net income (loss) from continuing operations |                         |   | 30,647         |      |               | 38,944    |                |   | (16,123   | )    
|                                      | Net income from discontinued operations      |                         |   | 5,791          |      |               | 6,141     |                |   | 8,773     |      
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Net income (loss)                            |                         |   | 36,438         |      |               | 45,085    |                |   | (7,350    | )    
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Net income (loss) per common sharediluted   |                         |   |                |      |               |           |                |   |           |      
|                                      |                                              | Continuing operations   |   | $              | 0.55 |               | $         | 0.70           |   | $         | (0.29
|                                      |                                              | Discontinued operations |   |                | 0.10 |               |           | 0.11           |   |           | 0.16 
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      
|                                      | Net income (loss) per common sharediluted   |                         |   | 0.65           |      |               | 0.81      |                |   | (0.13     | )    
|                                      |                                              |                         |   |                |      |               |           |                |   |           |      

Net
income (loss) from continuing operations for the second and third quarters of 2001 included one-time expenses of $28 million and $105 million, respectively, associated with business
reconfiguration programs. Net income from continuing operations for the second quarter of 2001 also included a non-operating gain of $8 million related to the sale of available-for-sale securities.
Net income from discontinued operations for the fourth quarter of 2001 included a net gain of $169 million on the disposition of the Honduran beverage business. Net loss form continuing operations for
the third quarter of 2000 included a charge of $46 million related to business downsizing, net insurance proceeds of $43 million related to Mitch and a gain of $8 million on citrus assets sold. The
cumulative total of net income (loss) per common share reported in each quarter of 2001 differs from the full-year amount. The difference is due to the timing and significance of one-time expenses
recorded in the second and third quarters of 2001. Al quarters have twelve weeks, except the third quarter, which has sixteen weeks.

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Note 18Common Stock Data (unaudited)

The following table shows the market price range of the Company's common stock for each quarter in 2001 and 2000:

|     |                | High |       | Low  
|---- | -------------- | ---- | ----- | -----
|2001 |                |      |       |      
|     | First quarter  |      | $     | 18.56
|     | Second quarter |      |       | 16.83
|     | Third quarter  |      |       | 24.32
|     | Fourth quarter |      |       | 27.30
|     |                |      |       |      
|Year |                |      | 27.30 |      
|     |                |      |       |      
|2000 |                |      |       |      
|     | First quarter  |      | $     | 16.75
|     | Second quarter |      |       | 20.50
|     | Third quarter  |      |       | 17.38
|     | Fourth quarter |      |       | 16.38
|     |                |      |       |      
|Year |                |      | 20.50 |      
|     |                |      |       |      

Note 19Subsequent Event

In March 2002, the Company purchased vessels previously under an operating lease agreement for $121 million.

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We
have audited the accompanying consolidated balance sheets of Dole Food Company, Inc. (a Delaware corporation) and subsidiaries as of December 29, 2001 and
December 30, 2000, and the related consolidated statements of income and cash flows for each of the three fiscal years in the period ended December 29, 2001. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dole Food Company, Inc. and subsidiaries as of
December 29, 2001 and December 30, 2000, and the results of their operations and their cash flows for each of the three fiscal years in the period ended December 29, 2001, in
conformity with accounting principles generally accepted in the United States.

|                                         |  | 
|---------------------------------------- |  | 
|/s/ARTHUR ANDERSEN LLP                   |  | 
|                                         |  | 
|Los Angeles, California
January 30, 2002 |  | 

71

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