##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 3, 2009oro

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

99-0035300(IRS Employer
    Identification No.)   One Dole
    Drive, Westlake Village, California 91362 (Address
    of principal executive offices)
  Registrants
    telephone number including area code:(818) 879-6600
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each
    Class

Name of Each Exchange on
    Which RegisteredCommon Stock, $0.001 Par Value

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

Accelerated filer
    o

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

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




---



##### 





DOLE FOOD
    COMPANY, INC.
  FORM 10-K
    Fiscal Year Ended January 3, 2009
  TABLE OF
    CONTENTS
   
 Item NumberIn Form 10-K



PagePART I1.


Business


11A.


Risk Factors


101B.


Unresolved Staff Comments


192.


Properties


193.


Legal Proceedings


214.


Submission of Matters to a Vote of Security
    Holders


24PART II5.


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


256.


Selected Financial Data


267.


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


277A.


Quantitative and Qualitative Disclosures About
    Market Risk


488.


Financial Statements and Supplementary Data


519.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


1119A.


Controls and Procedures


1119B.


Other Information


111PART III10.


Directors, Executive Officers and Corporate
    Governance


11211.


Executive  Compensation


11312.


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


12713.


Certain Relationships and Related Transactions,
    Director Independence


12714.


Principal Accounting Fees and Services


128PART IV15.


Exhibits and Financial Statement Schedules


130Signatures


137EX-10.8EX-12EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   i




---



##### Table of Contents



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




---



##### Table of Contents



Competitive
    Strengths
    
    Market Share Leader.  Our most significant
    products hold the number 1 or number 2 positions in their
    respective markets. We maintain number 1 market share positions
    in North American bananas, North American iceberg lettuce,
    celery, cauliflower, and packaged fruit products, including our
    line of plastic fruit cups called FRUIT
    BOWLS®,

    FRUIT BOWLS in Gel, Fruit Parfaits and fruit in plastic jars.
    Strong Global Brand.  Consumer and
    institutional recognition of the DOLE trademark and related
    brands and the association of these brands with high quality
    food products contribute significantly to our leading positions
    in the markets that we serve. By implementing a global marketing
    program, we have made the distinctive red DOLE
    letters and sunburst a familiar symbol of freshness and quality
    recognized around the world. We actively continue to leverage
    the DOLE brand through product extensions and new product
    introductions.
    Valuable Asset Base.  We are an asset rich
    company, which provides significant competitive advantages to
    our operations and value to our investors. In addition to the
    DOLE trademark, we have an impressive base of tangible assets.
    We own 131,000 acres of farms and other land holdings,
    including 26,000 acres of farmland in Oahu, Hawaii and
    approximately 2,700 acres of peach orchards in California.
    We own and operate six modern corrugated box manufacturing
    plants in Latin America and Asia, allowing us to manufacture our
    own banana and pineapple boxes, as well as extrude 100% of our
    plastic bag requirements. We have the largest dedicated
    refrigerated containerized fleet in the world, which includes
    14,800 refrigerated containers, 11 owned and 13 chartered
    vessels. We own over 60 ripening and distribution centers in
    Europe and Asia. We own and operate over one million square feet
    of vegetable processing facilities globally. Additionally, our
    packaged food business processes its product lines in over
    1.9 million square feet of owned manufacturing facilities.
    State-of-the-Art Infrastructure.  Our
    production, processing, transportation and distribution
    infrastructure is state-of-the-art, enabling us to efficiently
    deliver the highest quality and freshest product to our
    customers. The investments in our infrastructure, including
    farms, packing houses, box plants, manufacturing facilities and
    shipping assets, allow for continued growth in the near term. In
    addition, our market-leading logistics and distribution
    capabilities allow us to act as a preferred fresh and packaged
    food provider to leading global supermarkets and mass
    merchandisers. 2




---



##### Table of Contents




    Refrigerated Supply Chain Management.  One of
    our strongest core competencies is our ability to produce,
    transport and deliver high-quality perishable products around
    the world. Dole quality starts right on the farm, and that
    quality is preserved and protected in our farm-to-customer
    refrigerated supply chain. Our worldwide network of cold
    storage  at the farm, on trucks, in containers, on
    ships and in our distribution centers in the worlds market
    places  provides a closed-loop cold storage supply
    chain that enables the worldwide transport of perishable
    products and is the key to Dole quality and shelf life.
    Low-Cost Production Capabilities.  Doles
    valuable asset base enables us to be a low cost producer in many
    of our major product lines, including bananas, North American
    fresh vegetables and packaged fruit products. Over the last
    several years we have undertaken various initiatives to achieve
    and maintain this low-cost position, including leveraging our
    global logistics infrastructure more efficiently. We intend to
    maintain these low-cost positions through a continued focus on
    operating efficiency.
    Diversity of Sourcing Locations.  We currently
    source our fresh fruits and vegetables from 75 countries and
    distribute products in more than 90 countries. We are not
    dependent on any one country for the sourcing of our products.
    The largest concentration of production is in Ecuador, where we
    sourced approximately 29% of our Latin American bananas in 2008.
    The diversity of our production sources reduces our risk from
    exposure to natural disasters and political disruptions in any
    one particular country.
    Strong Management Team.  Our management team
    has a demonstrated history of delivering strong operating
    results through disciplined execution. Our current management
    team is led by David A. DeLorenzo, who rejoined Dole
    as President and Chief Executive Officer in June 2007. Under his
    guidance, Doles net revenues have increased from
    $6.0 billion in 2006 to $7.6 billion in 2008. Over the
    same period, operating income has increased from
    $136 million to $275 million. Our senior management
    team has a total of 110 years of experience at Dole with an
    average of over 15 years each.  Business
    Strategy
    
    Continue to Leverage our Strong Brand and Market Leadership
    Position.  Our most significant products hold
    number 1 or number 2 market positions in their respective
    markets. We intend to maintain those positions and continue to
    expand our leadership in new product areas as well as with new
    customers. We have a history of leveraging our strong brand to
    successfully enter, and in many cases become the largest player
    in value-added food categories. We intend to continue to
    evaluate and strategically introduce other branded products in
    the value-added sectors of our business.
    Focus on Value-Added Products.  We will
    continue to shift our product mix toward value-added food
    categories while maintaining and building on our key market
    leadership positions in commodity fruits and vegetables. For
    example, we have successfully increased our percentage of
    revenue from value-added products in our fresh vegetables and
    packaged foods businesses, where our packaged salad lines and
    FRUIT BOWL and other non-canned products now account for
    approximately 53% and 58% of those businesses respective
    revenues. Value-added food categories are growing at a faster
    rate than traditional commodity businesses and typically
    generate stronger margins. We plan to continue to address the
    growing demand for convenient and innovative products by
    investing in our higher margin, value-added food businesses.
    Focus on Improving Operating Efficiency and Cash
    Flow.We intend to continue to focus on profit
    improvement initiatives and maximizing cash flow by:  
    Analyzing our current customer base and focusing on profitable
    relationships with strategically important customers;
    Leveraging our purchasing power to reduce our costs of raw
    materials;
    Focusing capital investments to improve productivity; and
    Selling non-core assets. 3




---



##### Table of Contents




    Improve our Strong Grower Network.  In addition
    to owning and operating our own farms, we have developed a
    unique worldwide network of over 9,000 farmers who proudly
    produce to our standards. We not only provide technical
    agronomic assistance to these growers but also provide
    organizational assistance to small farmers around the world,
    allowing them to combine their efforts in a cooperative manner
    to achieve the economies of scale necessary to compete in the
    world market. We will continue to focus on the strength of our
    grower network, which we believe provides us with a sustainable
    competitive advantage.
    Promote Education through Dole Nutrition
    Institute.  We seek to play a leading role in
    nutrition education by promoting the health benefits of a
    plant-based diet. Given the importance of fruit and vegetable
    consumption in maintaining a healthy weight, nutrition education
    is key to addressing the global obesity epidemic. Every day new
    scientific research reveals ways in which fruits and vegetables
    help prevent and even reverse disease. Dole is committed to
    leading the way in expanding the knowledge, growing the foods,
    and marketing the products that will enable people to lead
    healthier, more vital lives.
    Encourage Corporate Social Responsibility.  Our
    approach to corporate social responsibility includes sustainable
    agricultural practices, community service, employee wellness,
    provision of social services and worker safety. Our practices
    demonstrate how the worlds largest provider of fruits and
    vegetables leads the industry in respect for the environment,
    worker education and charitable giving, among other aspects of
    corporate responsibility.  Asset
    Sales
    and/or
  Business
    Segments
   4




---



##### Table of Contents



Fresh
    Fruit
    Bananas
            European
    Ripening and Distribution
    Fresh
    Pineapples
  ®
 5




---



##### Table of Contents



Dole
    Chile
    Fresh
    Vegetables
    Commodity
    Vegetables
    Value-Added
    Packaged
    Foods
     6




---



##### Table of Contents



tm
    Discontinued
    Operations
    Global
    Logistics
      Customers
    Sales and
    Marketing
   7




---



##### Table of Contents



Competition
    Employees
    Trademark
    Licenses
    Research
    and Development
  on-site
  Food
    Safety
   8




---



##### Table of Contents



Environmental
    and Regulatory Matters
          Legal
    Proceedings
  Form 10-K.
  Trade
    Issues
       9




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Currency
    exchange fluctuations may impact the results of our
    operations.
  euro-to-U.S. dollar
  Increases
    in commodity or raw product costs, such as fuel, paper, plastics
    and resins, could adversely affect our operating
    results.
        We face
    risks related to our former use of the pesticide DBCP.
    Our
    substantial indebtedness could adversely affect our operations,
    including our ability to perform our obligations under the notes
    and our other debt obligations.
    
    make it more difficult for us to satisfy our obligations,
    including the obligations relating to our debt obligations;
    limit our ability to borrow additional amounts in the future for
    working capital, capital expenditures, acquisitions, debt
    service requirements, execution of our growth strategy or other
    purposes or make such financing more costly; 12




---



##### Table of Contents




    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, which would
    reduce the availability of our cash flow to fund future working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    expose us to the risk of increased interest rates, as certain of
    our borrowings are at variable rates of interest;
    require us to sell assets (beyond those assets currently
    classified as assets held-for-sale) to reduce
    indebtedness or influence our decisions about whether to do so;
    increase our vulnerability to competitive pressures and to
    general adverse economic and industry conditions, including
    fluctuations in market interest rates or a downturn in our
    business;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industries in which we operate;
    restrict us from making strategic acquisitions or pursuing
    business opportunities;
    place us at a disadvantage compared to our competitors that have
    relatively less indebtedness; and
    limit, along with the restrictive covenants in our credit
    facilities and debt security indentures, among other things, our
    ability to borrow additional funds.  Restrictive
    covenants in our debt instruments restrict or prohibit our
    ability to engage in or enter into a variety of transactions,
    which could adversely restrict our financial and operating
    flexibility and subject us to other risks.
    
    incur additional indebtedness;
    make restricted payments (including paying dividends on,
    redeeming or repurchasing our capital stock);
    issue preferred stock of subsidiaries;
    make certain investments or acquisitions;
    create liens on our assets to secure debt;
    engage in certain types of transactions with affiliates;
    place restrictions on the ability of restricted subsidiaries to
    make payments to us;
    merge, consolidate or transfer substantially all of our
    assets; and
    transfer and sell assets.     13




---



##### Table of Contents



We may be
    unable to generate sufficient cash flow to service our debt
    obligations.
    
    economic and competitive conditions;
    changes in laws and regulations;
    operating difficulties, increased operating costs or pricing
    pressures we may experience; and
    delays in implementing any strategic projects.   14




---



##### Table of Contents



and/or
  A breach
    of a covenant or other provision or failure to pay under our
    parents loan agreement may result in a default under our
    senior secured credit facilities.
     15




---



##### Table of Contents



We may
    not have sufficient funds, or be permitted by our senior secured
    credit facilities, to repurchase our senior notes due 2010, our
    senior notes due 2011, our debentures due 2013 and/or our senior
    secured notes due 2014 upon a change of control.
        Some of
    our debt, including the borrowings under our senior secured
    credit facilities, is based on variable rates of interest, which
    could result in higher interest expenses in the event of an
    increase in interest rates.
   16




---



##### Table of Contents



The
    financing arrangements for the going-private merger transactions
    in 2003 may increase our exposure to tax
    liability.
    We face
    other risks in connection with our international
    operations.
    
    foreign countries could change laws and regulations or impose
    currency restrictions and other restraints;
    in some countries, there is a risk that the government may
    expropriate assets;
    some countries impose burdensome tariffs and quotas;
    political changes and economic crises may lead to changes in the
    business environment in which we operate;
    international conflict, including terrorist acts, could
    significantly impact our business, financial condition and
    results of operations;
    in some countries, our operations are dependent on leases and
    other agreements; and
    economic downturns, political instability and war or civil
    disturbances may disrupt production and distribution logistics
    or limit sales in individual markets.      We may be
    required to pay significant penalties under European antitrust
    laws.
     17




---



##### Table of Contents



Terrorism
    and the uncertainty of war may have a material adverse effect on
    our operating results.
    Our
    worldwide operations and products are highly regulated in the
    areas of food safety and protection of human health and the
    environment.
    We are
    subject to the risk of product liability claims.
   18




---



##### Table of Contents



We are
    subject to transportation risks.
    The use
    of herbicides and other potentially hazardous substances in our
    operations may lead to environmental damage and result in
    increased costs to us.
    Events or
    rumors relating to the DOLE brand could significantly impact our
    business.
  and/or
  A portion
    of our workforce is unionized and labor disruptions could
    decrease our profitability.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    North
    America
     19




---



##### Table of Contents



Latin
    America
                  Asia
   20




---



##### Table of Contents



Europe
        Item 3.
    Legal
    Proceedings    DBCP Cases:
 21




---



##### Table of Contents



21-23,
       22




---



##### Table of Contents



European Union Antitrust Inquiry:
 23




---



##### Table of Contents



Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak:
   24




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   25




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Form 10-K.
 26




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Year


Year


Year


Year


YearEnded


Ended


Ended


Ended


EndedJanuary 3,


December 29,


December 30,


December 31,


January 1,2009


2007


2006


2005


2005(In millions)Summary of OperationsRevenues, net

$
7,620


$
6,821


$
5,991


$
5,638


$
5,093Operating income


275



149



136



229



308Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


93



(36
)


(16
)


87



151Income (loss) from continuing operations, net of income taxes


145



(42
)


(42
)


45



130Income (loss) from discontinued operations, net of income taxes


(27
)


(16
)


(50
)


(1
)


5Gain on disposal of discontinued operations, net of income taxes


3







3







Net income (loss)


121



(58
)


(90
)


44



135Balance Sheet and Other InformationWorking capital

$
531


$
694


$
688


$
538


$
425Total assets


4,365



4,643



4,612



4,413



4,327Long-term debt


1,799



2,316



2,316



2,001



1,837Total debt


2,204



2,411



2,364



2,027



1,869Total shareholders equity


403



325



341



623



685Cash dividends paid to parent










164



77



20Proceeds from sales of assets and businesses, net


226



42



31



19



11Capital additions


77



107



119



146



102Depreciation and amortization


139



156



149



150



145      27




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  2008
    Overview
    
    Revenues increased in all three of the Companys operating
    segments resulting in record revenues of $7.6 billion, an
    increase of 12% compared to the prior year.
    Operating income increased to $275 million, an improvement
    of 84% compared to the prior year.
    Strong worldwide pricing for bananas was driven by higher
    worldwide demand and adverse weather conditions which led to
    product shortages during 2008.
    Revenues and earnings grew in our European ripening and
    distribution business, due to higher local pricing and favorable
    euro and Swedish krona foreign currency exchange rates.
    Higher pricing and volumes as well as improved utilization in
    production and more efficient distribution contributed to
    improved operating results in our packaged salads business.
    Earnings in our North America commodity vegetable business
    decreased as a result of lower sales and higher growing costs
    due to higher fuel and fertilizer costs.
    Higher pricing and volumes in our packaged foods segment were
    offset by higher product, shipping and distribution costs.
    Product costs during 2008 were impacted by an increase in
    commodity costs as well as the strengthening of the Thai baht
    and Philippine peso against the U.S. dollar.
    Other income (expense), net decreased $15.9 million due to
    an increase in the non-cash unrealized loss of
    $39.7 million on the Companys cross currency swap
    partially offset by an increase in the non-cash unrealized
    translation gain of $22.7 million on a British pound
    sterling denominated vessel lease obligation (vessel
    obligation) due to the weakening of the British pound
    sterling against the U.S. dollar in 2008. During 2006, the
    Company executed a cross currency swap to synthetically convert
    $320 million of Term Loan C into Japanese yen denominated
    debt. The increase in the non-cash unrealized loss of
    $39.7 million was the result of the Japanese yen
    strengthening against the U.S. dollar by 20% during fiscal
    2008. The value of the cross currency swap will continue to
    fluctuate based on changes in the exchange rate and market
    interest rates until maturity in 2011, at which time it will
    settle at the then current exchange rate.
    The Company received cash proceeds of approximately
    $226.5 million for assets sold during fiscal 2008,
    including $214 million for assets which had been
    reclassified as held-for-sale. The total realized gain recorded
    on assets classified as held-for-sale was $18 million for
    the year ended January 3, 2009. The Company also realized
    gains of $9 million during fiscal 2008 on sales of assets
    not classified as held-for-sale.
    During the first quarter of 2009, the Company closed the first
    phase of the sale of its fresh-cut flowers business
    (Flowers transaction), closed the sale of certain
    banana properties in Latin America and closed the sale of
    certain vegetable property in California. The Company has
    received net cash proceeds of approximately $83 million
    from these three transactions. 28




---



##### Table of Contents



Results
    of Operations
    Year Ended


Year Ended


Year EndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands)Revenues, net

$
7,619,952


$
6,820,812


$
5,990,863Operating income


274,618



149,284



135,978Other income (expense), net


(14,066
)


1,848



15,176Interest expense


(174,485
)


(194,851
)


(174,715
)Income taxes


48,015



(4,054
)


(22,609
)Minority interests, net of income taxes


(1,844
)


(3,235
)


(3,202
)Equity in earnings of unconsolidated subsidiaries


6,388



1,696



177Loss from discontinued operations, net of income taxes


(27,391
)


(15,719
)


(50,386
)Gain on disposal of discontinued operations, net of income taxes


3,315







2,814Net income (loss)


121,005



(57,506
)


(89,627
)   Revenues
  ®
    Operating
    Income
   29




---



##### Table of Contents



Other
    Income (Expense), Net
      Interest
    Expense
   30




---



##### Table of Contents



Income
    Taxes
          Equity
    in Earnings of Unconsolidated Subsidiaries
      Segment
    Results of Operations
     31




---



##### Table of Contents



2008


2007


2006(In thousands)Revenues from external customersFresh fruit

$
5,401,145


$
4,736,902


$
3,968,963Fresh vegetables


1,086,888



1,059,401



1,082,416Packaged foods


1,130,791



1,023,257



938,336Corporate


1,128



1,252



1,148$
7,619,952


$
6,820,812


$
5,990,863EBITFresh fruit

$
305,782


$
170,598


$
103,891Fresh vegetables


1,123



(21,725
)


(7,301
)Packaged foods


69,100



78,492



91,392Total operating segments


376,005



227,365



187,982Corporate:Unrealized gain (loss) on cross currency swap


(50,411
)


(10,741
)


20,664Operating and other expenses


(54,043
)


(59,506
)


(53,377
)Total Corporate


(104,454
)


(70,247
)


(32,713
)Interest expense


(174,485
)


(194,851
)


(174,715
)Income taxes


48,015



(4,054
)


(22,609
)Income (loss) from continuing operations, net of income taxes

$
145,081


$
(41,787
)

$
(42,055
)   2008
    Compared with 2007
  Fresh Fruit:
   32




---



##### Table of Contents



Fresh Vegetables:
    Packaged Foods:
    Corporate:
  2007
    Compared with 2006
  Fresh Fruit:
 33




---



##### Table of Contents



Fresh Vegetables: E. coli
    Packaged Foods:
    Corporate:
 34




---



##### Table of Contents



Discontinued
    Operations
        Fresh-Cut Flowers


Citrus


Pac Truck


Total(In thousands)2008Revenues

$
106,919


$
5,567


$



$
112,486Loss before income taxes

$
(43,235
)

$
(1,408
)

$



$
(44,643
)Income taxes


16,936



316







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

$
(26,299
)

$
(1,092
)

$



$
(27,391
)Gain on disposal of discontinued operations, net of income taxes
    of $4.3 million

$



$
3,315


$



$
3,3152007Revenues

$
110,153


$
13,586


$



$
123,739Income (loss) before income taxes

$
(19,146
)

$
733


$



$
(18,413
)Income taxes


2,994



(300
)






2,694Income (loss) from discontinued operations, net of income taxes

$
(16,152
)

$
433


$



$
(15,719
)2006Revenues

$
160,074


$
20,527


$
47,851


$
228,452Income (loss) before income taxes

$
(57,001
)

$
3,767


$
397


$
(52,837
)Income taxes


4,379



(1,765
)


(163
)


2,451Income (loss) from discontinued operations, net of income taxes

$
(52,622
)

$
2,002


$
234


$
(50,386
)Gain on disposal of discontinued operations, net of income taxes
    of $2 million

$



$



$
2,814


$
2,814  35




---



##### Table of Contents



Fresh-Cut
    Flowers
  008 Compared with 2007:
  007 Compared with 2006:
  Liquidity
    and Capital Resources
  CASH
    REQUIREMENTS:
    Payments Due by PeriodLess Than








After1 Year


1-2 Years


3-4 Years


4 Years


Total(In thousands)Contractual obligations:Fixed rate debt

$
345,000


$
600,000


$
155,000


$



$
1,100,000Variable rate debt


8,785



169,738



812,294



4,039



994,856Notes payable


48,789















48,789Capital lease obligations


2,963



5,565



6,114



45,806



60,448Non-cancelable operating lease commitments


143,054



195,762



110,519



115,034



564,369Purchase obligations


781,559



877,660



403,283



131,404



2,193,906Minimum required pension funding


19,422



53,033



56,535



104,955



233,945Postretirement benefit payments


4,271



8,293



7,910



18,457



38,931Interest payments on fixed and variable rate debt


107,388



134,986



62,585



22,190



327,149Total contractual cash obligations

$
1,461,231


$
2,045,037


$
1,614,240


$
441,885


$
5,562,393   Long-Term Debt:
  Capital Lease Obligations:
 36




---



##### Table of Contents



Operating Lease Commitments:
    Purchase Obligations:
    Interest payments on fixed and variable rate
    debt:
  Other Obligations and Commitments:
    Accounting for Uncertainty in Income Taxes-an Interpretation
    of FASB Statement No. 109
 37




---



##### Table of Contents



SOURCES AND
    USES OF CASH:
  2008


2007


2006(In thousands)Cash flow provided by (used in):Operating activities

$
44,563


$
46,322


$
15,921Investing activities


141,142



(61,383
)


(117,000
)Financing activities


(185,520
)


16,045



142,832Foreign currency impact


(6,417
)


3,663



1,849Increase (decrease) in cash

$
(6,232
)

$
4,647


$
43,602   Operating Activities:
      Investing Activities:
 38




---



##### Table of Contents



Financing Activities:
    Capital Contributions and Return of
    Capital:
      April 2006 Debt Refinancing:
    2009 Debt Maturity and Debt Issuance:
   39




---



##### Table of Contents



and/or
            GUARANTEES,
    CONTINGENCIES AND DEBT COVENANTS:
   40




---



##### Table of Contents



41




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
      Application of Purchase Accounting: Business Combinations.
     42




---



##### Table of Contents



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




---



##### Table of Contents



Income Taxes:
    Accounting for Income Taxes
    Pension and Other Postretirement Benefits:
 44




---



##### Table of Contents



Litigation:
  Recently
    Adopted and Recently Issued Accounting Pronouncements
    Other
    Matters
  European Union (EU) Banana Import
    Regime:
 45




---



##### Table of Contents



Impact of Hurricane Katrina:
      2007


2006


2005


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

$
(551
)

$
(1,768
)

$
(10,088
)

$
(12,407
)Insurance proceeds


9,607



8,004



6,000



23,611Net gain (loss)

$
9,056


$
6,236


$
(4,088
)

$
11,204  46




---



##### Table of Contents



Derivative Instruments and Hedging
    Activities:
  Accounting for Derivative Instruments and
    Hedging Activities, as amended
    Year Ended January 3, 2009Foreign


Bunker


CrossCurrency


Fuel


CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
4,074


$
(4,325
)

$



$
(251
)Packaged foods


1,928











1,928Corporate










(50,411
)


(50,411
)$
6,002


$
(4,325
)

$
(50,411
)

$
(48,734
)   Year Ended December 29, 2007Foreign


Bunker


CrossCurrency


Fuel


CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(9,253
)

$
749


$



$
(8,504
)Packaged foods


(2,812
)










(2,812
)Corporate










(10,741
)


(10,741
)$
(12,065
)

$
749


$
(10,741
)

$
(22,057
)   Year Ended December 30, 2006Foreign


Bunker


CrossCurrency


Fuel


CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$



$
(1,088
)

$



$
(1,088
)Packaged foods














Corporate










20,664



20,664$



$
(1,088
)

$
20,664


$
19,576  47




---



##### Table of Contents



Supplemental
    Financial Information
    January 3,


December 29,2009


2007(In thousands)Balance Sheet Data:Total working capital (current assets less current liabilities)

$
531,047


$
693,782Total assets

$
4,364,619


$
4,642,884Total debt

$
2,204,093


$
2,411,397Total shareholders equity

$
402,900


$
325,008   Year


Year


YearEnded


Ended


EndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands)Other Financial Data:Operating income

$
274,618


$
149,284


$
135,978Depreciation and amortization from continuing operations


137,660



151,381



143,530Operating Income Before Depreciation and Amortization
    (OIBDA)

$
412,278


$
300,665


$
279,508Net unrealized (gain) loss on foreign currency and bunker fuel
    hedges


(1,677
)


11,316



1,088Adjusted OIBDA

$
410,601


$
311,981


$
280,596Adjusted OIBDA margin


5.4
%


4.6
%


4.7
%Capital expenditures from continuing operations

$
73,899


$
104,015


$
114,979      48




---



##### Table of Contents



Item
    7A.  Quantitative and Qualitative Disclosures About
    Market Risk    Interest Rate Risk:
          Foreign Currency Exchange Risk:
 49




---



##### Table of Contents



50




---



##### Table of Contents



Gross Notional ValueParticipating








Fair Market Value


Average StrikeForwards


Forwards


Total


Assets (Liabilities)


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

$
147,474


$



$
147,474


$
(9,800
)


JPY 104U.S. Dollar/Euro


100,207







100,207



5,206



EUR 1.43Euro/Swedish Krona






4,709



4,709



(153
)


SEK 11.09Chilean Peso/U.S. Dollar






22,495



22,495



419



CLP 668Colombian Peso/U.S. Dollar






52,262



52,262



(441
)


COP 2,294Philippine Peso/U.S. Dollar






39,053



39,053



(846
)


PHP 47.5Total

$
247,681


$
118,519


$
366,200


$
(5,615
)       Commodity Sales Price Risk:
  Commodity Purchase Price Risk:
    Counterparty Risk:
 51




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  I.
    Index to
    Consolidated Financial Statements of Dole Food Company,
    Inc.  Form 10-KPageAudited Financial Statements for the Three Years Ended
    January 3, 2009:Report of Independent Registered Public
    Accounting Firm


52Consolidated Statements of Operations for the
    Years Ended January 3, 2009, December 29, 2007 and
    December 30, 2006


53Consolidated Balance Sheets as of January 3,
    2009 and December 29, 2007


54Consolidated Statements of Cash Flows for the
    Years Ended January 3, 2009, December 29, 2007 and
    December 30, 2006


55Consolidated Statements of Shareholders
    Equity for the Years Ended January 3, 2009,
    December 29, 2007 and December 30, 2006


57Notes to Consolidated Financial Statements


58II.  Supplementary DataQuarterly Financial Information (Unaudited)


110   52




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Deloitte &
    Touche LLP
    53




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS For the
    Years Ended January 3, 2009, December 29, 2007 and
    December 30, 2006
  2008


2007


2006(In thousands)Revenues, net

$
7,619,952


$
6,820,812


$
5,990,863Cost of products sold


(6,862,892
)


(6,189,938
)


(5,420,502
)Gross margin


757,060



630,874



570,361Selling, marketing and general and administrative expenses


(509,418
)


(481,590
)


(434,383
)Gain on asset sales (Note 9)


26,976







Operating income


274,618



149,284



135,978Other income (expense), net


(14,066
)


1,848



15,176Interest income


6,455



7,525



7,140Interest expense


(174,485
)


(194,851
)


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


92,522



(36,194
)


(16,421
)Income taxes


48,015



(4,054
)


(22,609
)Minority interests, net of income taxes


(1,844
)


(3,235
)


(3,202
)Equity in earnings of unconsolidated subsidiaries


6,388



1,696



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


145,081



(41,787
)


(42,055
)Loss from discontinued operations, net of income taxes


(27,391
)


(15,719
)


(50,386
)Gain on disposal of discontinued operations, net of income taxes


3,315







2,814Net income (loss)

$
121,005


$
(57,506
)

$
(89,627
)    54




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    BALANCE SHEETS



As of
    January 3, 2009 and December 29, 2007  2008


2007(In thousands,except share data)ASSETSCash and cash equivalents

$
90,829


$
97,061Receivables, net of allowances of $41,357 and $61,720,
    respectively


807,235



839,153Inventories


796,407



750,675Prepaid expenses


69,347



71,296Deferred income tax assets


21,273



12,085Assets held-for-sale


202,876



76,244Total current assets


1,987,967



1,846,514Investments


73,085



69,336Property, plant and equipment, net of accumulated depreciation
    of $1,027,345 and $980,390, respectively


1,050,331



1,340,139Goodwill


406,540



509,518Intangible assets, net


708,458



721,790Other assets, net


138,238



155,587Total assets

$
4,364,619


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

$
510,773


$
542,959Liabilities held-for-sale


50,465



Accrued liabilities


490,145



514,584Current portion of long-term debt


356,748



14,171Notes payable


48,789



81,018Total current liabilities


1,456,920



1,152,732Long-term debt


1,798,556



2,316,208Deferred income tax liabilities


254,205



277,824Other long-term liabilities


421,779



541,234Minority interests


30,259



29,878Commitments and contingencies (Notes 16 and 18)Shareholders equityCommon stock  $0.001 par value;
    1,000 shares authorized, issued and outstanding






Additional paid-in capital


409,681



409,907Retained earnings (deficit)


36,122



(84,883
)Accumulated other comprehensive loss


(42,903
)


(16
)Total shareholders equity


402,900



325,008Total liabilities and shareholders equity

$
4,364,619


$
4,642,884    55




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS For the
    Years Ended January 3, 2009, December 29, 2007 and
    December 30, 2006
  2008


2007


2006(In thousands)Operating ActivitiesNet income (loss)

$
121,005


$
(57,506
)

$
(89,627
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


138,828



155,605



149,347Net unrealized (gains) losses on financial instruments


25,086



31,473



(10,671
)Asset write-offs and net (gain) loss on sale of assets


(50,751
)


6,826



(1,814
)Impairment of discontinued operations


17,000







22,574Minority interests and equity earnings, net


8,217



1,939



5,356Amortization of debt issuance costs


4,085



4,106



4,411Write-off of debt issuance costs










8,133Provision for deferred income taxes


(43,120
)


(35,932
)


(23,151
)Unrecognized tax benefits on federal income tax audit settlement
    (Note 7)


(60,906
)






Pension and other postretirement benefit plan expense


21,656



19,539



15,383Gain on settlement of Hurricane Katrina






(5,200
)


Other


(129
)


505



2,062Changes in operating assets and liabilities, net of effects from
    acquisitions and dispositions:Receivables


(37,073
)


(68,794
)


(48,708
)Inventories


(59,243
)


(96,992
)


(47,859
)Prepaid expenses and other assets


(10,943
)


(9,178
)


(3,040
)Income taxes


27,641



13,573



19,542Accounts payable


30,487



86,447



(274
)Accrued liabilities


(45,856
)


25,660



27,136Other long-term liabilities


(41,421
)


(25,749
)


(12,879
)Cash flow provided by operating activities


44,563



46,322



15,921Investing ActivitiesProceeds from sales of assets and businesses, net of cash
    disposed


226,483



41,718



31,273Hurricane Katrina insurance proceeds






5,200



Acquisitions and investments, net of cash acquired










(22,950
)Capital additions


(85,096
)


(106,821
)


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


(245
)


(1,480
)


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


141,142



(61,383
)


(117,000
)Financing ActivitiesShort-term debt borrowings


94,943



119,389



101,381Short-term debt repayments


(132,266
)


(91,176
)


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


1,348,050



1,167,530



2,260,545Long-term debt repayments


(1,482,800
)


(1,169,213
)


(1,969,698
)Capital contribution from parent










28,390Return of capital to parent










(59,390
)Dividends paid to minority shareholders


(13,447
)


(10,485
)


(1,833
)Dividends paid to parent










(163,691
)Cash flow provided by (used in) financing activities


(185,520
)


16,045



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


(6,417
)


3,663



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


(6,232
)


4,647



43,602Cash and cash equivalents at beginning of period


97,061



92,414



48,812Cash and cash equivalents at end of period

$
90,829


$
97,061


$
92,414  56




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Continued
 For the
    Years Ended January 3, 2009, December 29, 2007 and
    December 30, 2006





Supplemental
    cash flow information
           57




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

For the
    Years Ended January 3, 2009, December 29, 2007 and
    December 30, 2006 Accumulated OtherComprehensive LossCommon





Additional


Retained


Pension & Other


Cumulative


Unrealized


TotalShares


Common


Paid-In


Earnings


Postretirement


Translation


Gains (Losses)


Shareholders


ComprehensiveOutstanding


Stock


Capital


(Deficit)


Benefits


Adjustment


on Hedges


Equity


Income (Loss)(In thousands)Balance at December 31, 2005


1


$



$
440,032


$
199,506


$
(22,735
)

$
3,433


$
2,822


$
623,058Net loss














(89,627
)














(89,627
)

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






















17,557



(3,965
)


13,592



13,592Reclassification of realized gains to net loss


























(3,204
)


(3,204
)


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


















(4,799
)










(4,799
)


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


















(3,246
)










(3,246
)


Cash dividends














(163,691
)














(163,691
)


Capital contribution from parent










28,390



















28,390



Return of capital to parent










(59,390
)


















(59,390
)


Balance at December 30, 2006


1


$



$
409,032


$
(53,812
)

$
(30,780
)

$
20,990


$
(4,347
)

$
341,083


$
(84,038
)Net loss














(57,506
)














(57,506
)

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






















21,271



(1,362
)


19,909



19,909Reclassification of realized gains to net loss


























(9,816
)


(9,816
)


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


















4,028











4,028



4,028FIN 48 adoption














26,435















26,435



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










875



















875



Balance at December 29, 2007


1


$



$
409,907


$
(84,883
)

$
(26,752
)

$
42,261


$
(15,525
)

$
325,008


$
(43,385
)Net income














121,005















121,005


$
121,005Business dispositions


















(1,628
)


2,378







750



750Unrealized foreign currency translation and hedging losses






















(17,452
)


(18,877
)


(36,329
)


(36,329
)Reclassification of realized losses to net income


























5,272



5,272



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


















(12,580
)










(12,580
)


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










(226
)


















(226
)


Balance at January 3, 2009


1


$



$
409,681


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
402,900


$
78,118    58




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.



NOTES TO
    CONSOLIDATED STATEMENTS  Note 1 
    Nature of
    Operations            Note 2 
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Basis of Consolidation:
  Annual Closing Date:
  Revenue Recognition:
  Sales Incentives: No. 01-09, Accounting for Consideration Given by a Vendor to a Customer
    (including a Reseller of the Vendors Products).
  Agricultural Costs:
 59




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Shipping and Handling Costs:
  Marketing and Advertising Costs:
  Research and Development Costs:
  Income Taxes: Accounting for Uncertainty in Income Taxes-an Interpretation
    of FASB Statement No. 109
    Cash and Cash Equivalents:
  Grower Advances:
 60




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Inventories: first-in,
  Investments:
  Property, Plant and Equipment:
  Goodwill and Intangibles:
    Concentration of Credit Risk:
  Fair Value of Financial Instruments:
 61




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Foreign Currency Exchange:
  Leases: Accounting for Leases.
  Guarantees: Guarantors Accounting and Disclosure Requirements for
    Guarantees, Including Indirect Guarantees of Indebtedness of
    Others
  Use of Estimates:
  Reclassifications:
 62




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Recently
    Adopted Accounting Pronouncements
  Fair Value Measurements 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 (FSP 157-1) FSP 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-1 FSP 157-2
  Recently
    Issued Accounting Pronouncements
  The Hierarchy of Generally
    Accepted Accounting Principles The
    Meaning of Present Fairly in Conformity With Generally
    Accepted Accounting Principles
  Disclosures About
    Derivative Instruments and Hedging Activities  an
    amendment of FASB Statement No. 133
  Noncontrolling Interests
    in Consolidated Financial Statements
  Business
    Combinations
 63




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 3 
    2009 Debt
    Maturity and Debt Issuance      and/or
    Note 4 
    Other
    Income (Expense), Net    2008


2007


2006(In thousands)Unrealized gain (loss) on the cross currency swap

$
(50,411
)

$
(10,741
)

$
20,664Realized gain on the cross currency swap


11,209



12,780



4,102Gains (losses) on foreign denominated borrowings


24,889



(1,414
)


(9,270
)Other


247



1,223



(320
)Other income (expense), net

$
(14,066
)

$
1,848


$
15,176  64




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Note 5 
    Discontinued
    Operations  Accounting for the
    Impairment or Disposal of Long-Lived Assets
      Fresh-Cut Flowers


Citrus


Pac Truck


Total(In thousands)2008Revenues

$
106,919


$
5,567


$



$
112,486Loss before income taxes

$
(43,235
)

$
(1,408
)

$



$
(44,643
)Income taxes


16,936



316







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

$
(26,299
)

$
(1,092
)

$



$
(27,391
)Gain on disposal of discontinued operations, net of income taxes
    of $4.3 million

$



$
3,315


$



$
3,3152007Revenues

$
110,153


$
13,586


$



$
123,739Income (loss) before income taxes

$
(19,146
)

$
733


$



$
(18,413
)Income taxes


2,994



(300
)






2,694Income (loss) from discontinued operations, net of income taxes

$
(16,152
)

$
433


$



$
(15,719
)2006Revenues

$
160,074


$
20,527


$
47,851


$
228,452Income (loss) before income taxes

$
(57,001
)

$
3,767


$
397


$
(52,837
)Income taxes


4,379



(1,765
)


(163
)


2,451Income (loss) from discontinued operations, net of income taxes

$
(52,622
)

$
2,002


$
234


$
(50,386
)Gain on disposal of discontinued operations, net of income taxes
    of $2 million

$



$



$
2,814


$
2,814  65




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
         Note 6 
    Restructurings
    and Related Asset Impairments      Note 7 
    Income
    Taxes    2008


2007


2006(In thousands)CurrentFederal, state and local

$
835


$
735


$
406Foreign


22,753



15,399



18,64423,588



16,134



19,050DeferredFederal, state and local


(16,218
)


(29,122
)


(15,690
)Foreign


(3,723
)


(3,573
)


(5,581
)(19,941
)


(32,695
)


(21,271
)Non-current tax expense


(51,662
)


20,615



24,830$
(48,015
)

$
4,054


$
22,609    66




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      2008


2007


2006(In thousands)Expense (benefit) computed at U.S. federal statutory income tax
    rate of 35%

$
32,383


$
(12,668
)

$
(5,748
)Foreign income taxed at different rates


(40,236
)


8,963



27,440State and local income tax, net of federal income taxes


(8,467
)


(3,948
)


(1,854
)Valuation allowances


9,787



11,071



6,842U.S. Appeals Settlement and Other FIN 48 Related


(36,993
)






Permanent items and other


(4,489
)


636



(4,071
)Income tax expense (benefit)

$
(48,015
)

$
4,054


$
22,609     January 3,


December 29,2009


2007(In thousands)Intangibles

$
(295,362
)

$
(293,666
)Property, plant and equipment


(134,819
)


(154,771
)Investment and other asset basis differences


34,534



20,394Postretirement benefits


59,132



56,538Operating accruals


71,698



65,743Tax credit carryforwards


21,753



20,889Net operating loss and other carryforwards


106,383



167,424Valuation allowances


(144,083
)


(174,398
)Other, net


47,832



26,108$
(232,932
)

$
(265,739
)      67




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      January 3,


December 29,2009


2007(In thousands)Deferred tax assets

$
489,343


$
499,899Deferred tax asset valuation allowance


(144,083
)


(174,398
)345,260



325,501Deferred tax liabilities


(578,192
)


(591,240
)Net deferred tax liabilities

$
(232,932
)

$
(265,739
)Current deferred tax assets consist of:Deferred tax assets, net of valuation allowance

$
54,508


$
47,763Deferred tax liabilities


(33,235
)


(35,678
)Net current deferred tax assets


21,273



12,085Non-current deferred tax liabilities consist of:Deferred tax assets, net of valuation allowance


290,752



277,738Deferred tax liabilities


(544,957
)


(555,562
)Net non-current deferred tax liabilities


(254,205
)


(277,824
)Net deferred tax liabilities

$
(232,932
)

$
(265,739
)     January 3,


December 29,2009


2007(In thousands)Unrecognized tax benefits  opening balance

$
204,421


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


14,361



10,837Gross decreases  tax positions in prior period


(346
)


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


4,654



8,284Settlements*


(105,139
)


(1,793
)Lapse of statute of limitations


(2,083
)


(100
)Unrecognized tax benefits  ending balance

$
115,868


$
204,421     *
    
    2008 activity includes $110 million reduction in gross
    unrecognized tax benefits due to the settlement of the federal
    income tax audit for the years 1995 to 2001 less a cash refund
    received of $6 million on this settlement plus various
    state and foreign audit settlements totaling approximately $1
    million.     68




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  1995-2001.
  non-U.S. income
  Income Tax Audits:
  1995  2001 Federal Income Tax
    Audit:
  2002  2005 Federal Income Tax
    Audit: 2002-2005
   69




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 8 
    Details
    of Certain Assets and Liabilities    January 3,


December 29,2009


2007(In thousands)ReceivablesTrade

$
684,053


$
708,545Notes and other


126,601



145,624Grower advances


34,861



41,302Income tax refund


3,077



5,402848,592



900,873Allowance for doubtful accounts


(41,357
)


(61,720
)$
807,235


$
839,153InventoriesFinished products

$
344,643


$
355,502Raw materials and work in progress


168,670



155,166Crop-growing costs


210,263



172,980Operating supplies and other


72,831



67,027$
796,407


$
750,675       January 3,


December 29,2009


2007(In thousands)Employee-related costs and benefits

$
127,162


$
147,329Amounts due to growers


64,746



98,130Marketing and advertising


64,256



60,972Shipping related costs


49,622



51,427Materials and supplies


27,217



34,678Interest


25,820



31,299Unrealized hedging losses


80,760



28,462Other


50,562



62,287$
490,145


$
514,584     January 3,


December 29,2009


2007(In thousands)Accrued postretirement and other employee benefits

$
245,357


$
249,230Liability for unrecognized tax benefits


90,767



217,570Other


85,655



74,434$
421,779


$
541,234  70




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 9 
    Assets
    Held-for-Sale      Fresh-CutFlowersFresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of December 29, 2007

$
34,159


$
3,251


$



$
38,834


$
76,244Additions


252,581



35,349



4,452



71,833



364,215Sales


(188,635
)






(270
)


(31,678
)


(220,583
)Long-lived asset impairment














(17,000
)


(17,000
)Balance as of January 3, 2009

$
98,105


$
38,600


$
4,182


$
61,989


$
202,876     Fresh-CutFlowersFresh


Packaged


Discontinued


Total LiabilitiesFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of December 29, 2007

$



$



$



$



$
Additions


56,879











45,218



102,097Sales


(51,632
)














(51,632
)Balance as of January 3, 2009

$
5,247


$



$



$
45,218


$
50,465     Fresh-CutFlowersFresh


Packaged


DiscontinuedFresh Fruit


Vegetables


Foods


Operation


Total(In thousands)Assets held-for-sale:Receivables

$
3,314


$



$



$
14,000


$
17,314Inventories


6,301











2,883



9,184Property, plant and equipment, net of accumulated depreciation


85,629



38,600



4,182



30,069



158,480Other assets, net


2,861











15,037



17,898Total assets held-for-sale

$
98,105


$
38,600


$
4,182


$
61,989


$
202,876Liabilities held-for-sale:Accounts payable and accrued liabilities

$
5,037


$



$



$
18,028


$
23,065Long-term debt














25,857



25,857Deferred income tax and other liabilities


210











1,333



1,543Total liabilities held-for-sale

$
5,247


$



$



$
45,218


$
50,465  71




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Fresh
    Fruit
        2008
    Sales and First Quarter 2009 Sales
        Fresh
    Vegetables
   72




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Packaged
    Foods
    Fresh-Cut
    Flowers  Discontinued Operation
          2008
    Sales and First Quarter 2009 Sales
     73




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 10 
    Property, Plant and Equipment
    January 3,


December 29,2009


2007(In thousands)Land and land improvements

$
523,355


$
698,853Buildings and leasehold improvements


398,371



430,968Machinery and equipment


810,722



803,353Vessels and containers


201,178



218,970Vessels and equipment under capital leases


91,392



98,006Construction in progress


52,658



70,3792,077,676



2,320,529Accumulated depreciation


(1,027,345
)


(980,390
)$
1,050,331


$
1,340,139     YearsLand improvements

5 to 40Buildings and leasehold improvements

2 to 50Machinery and equipment

2 to 35Vessels and containers

5 to 20Vessels and equipment under capital leases

Shorter of useful life
    or life of lease     Note 11 
    Goodwill
    and Intangible Assets    Fresh


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of December 30, 2006

$
386,625


$
93,874


$
65,241


$
545,740Adoption of FIN 48


(22,965
)


(6,000
)


(1,226
)


(30,191
)Tax-related adjustments


(4,588
)


(1,199
)


(244
)


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

$
359,072


$
86,675


$
63,771


$
509,518Tax-related adjustments


(59,208
)


(15,469
)


(3,160
)


(77,837
)Transfer to assets held-for-sale


(24,751
)










(24,751
)Other


(390
)










(390
)Balance as of January 3, 2009

$
274,723


$
71,206


$
60,611


$
406,540  74




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        January 3,


December 29,2009


2007(In thousands)Amortized intangible assets:Customer relationships

$
38,501


$
48,906Other amortized intangible assets


2,042



2,13540,543



51,041Accumulated amortization  customer relationships


(20,248
)


(17,483
)Other accumulated amortization


(1,452
)


(1,383
)Accumulated amortization  intangible assets


(21,700
)


(18,866
)Amortized intangible assets, net


18,843



32,175Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
708,458


$
721,790     Fiscal Year

Amount2009

$
3,6772010

$
3,6772011

$
3,6772012

$
3,6772013

$
1,498   Goodwill and
    Other Intangible Assets
 75




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 12 
    Notes Payable
    and Long-Term Debt    January 3,


December 29,2009


2007(In thousands)Unsecured debt:8.625% notes due 2009

$
345,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facility


150,500



176,400Term loan facilities


835,444



960,375Contracts and notes, at a weighted-average interest rate of 6.1%
    in 2008 (8.4% in 2007) through 2014


9,221



3,255Capital lease obligations


60,448



85,959Unamortized debt discount


(309
)


(610
)Notes payable


48,789



81,0182,204,093



2,411,397Current maturities


(405,537
)


(95,189
)$
1,798,556


$
2,316,208   Notes
    Payable
    Notes
    and Debentures
       76




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        April
    2006 Amendments to Credit Facilities
      Revolving
    Credit Facility and Term Loans
         77




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Capital
    Lease Obligations
    Covenants
       78




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Debt
    Issuance Costs
      Fair
    Value of Debt
    January 3, 2009

December 29, 2007Carrying

Estimated

Carrying

EstimatedValue

Fair Value

Value

Fair Value(In thousands)Unsecured notes and debentures

$
1,100,000


$
809,400


$
1,105,000


$
1,029,350Term loans


835,444



585,855



960,375



902,753   Maturities
    of Notes Payable and Long-Term Debt
    Fiscal Year

Amount2009

$
405,5372010


412,1142011


363,1892012


12,9102013


960,498Thereafter


49,845Total

$
2,204,093   Other
   79




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Note 13 
    Employee
    Benefit Plans          Adoption
    of FAS 158
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans
  Pension
    Protection Act of 2006 and Worker, Retiree, and Employer
    Recovery Act of 2008
     80




---



##### Table of Contents



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


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 3,


December 29,


January 3,


December 29,


January 3,


December 29,2009


2007


2009


2007


2009


2007(In thousands)Change in projected benefit obligationBenefit obligation at beginning of period

$
308,097


$
310,186


$
141,714


$
134,098


$
63,803


$
68,628Service cost


149



149



7,069



6,947



284



308Interest cost


18,481



17,139



10,314



8,820



3,920



4,639Participant contributions














458







Plan amendments










3,448







(20,960
)


Foreign currency exchange rate changes










(11,721
)


10,298







Actuarial (gain) loss


(34,261
)


5,778



2,822



(7,736
)


(1,610
)


(5,194
)Divestitures










(44,158
)










Curtailments, settlements and terminations, net


















(158
)


Benefits paid


(25,404
)


(25,155
)


(14,666
)


(11,171
)


(5,254
)


(4,578
)Benefit obligation at end of period

$
267,062


$
308,097


$
94,822


$
141,714


$
40,025


$
63,803Change in plan assetsFair value of plan assets at beginning of period

$
237,881


$
236,712


$
38,485


$
35,036


$



$
Actual return on plan assets


(49,237
)


17,451



2,123



1,167







Company contributions


2,293



8,873



17,874



11,826



5,254



4,578Participant contributions














458







Foreign currency exchange rate changes










(3,001
)


1,169







Benefits paid


(25,404
)


(25,155
)


(14,666
)


(11,171
)


(5,254
)


(4,578
)Divestitures










(36,891
)










Fair value of plan assets at end of period

$
165,533


$
237,881


$
3,924


$
38,485


$



$
Funded status

$
(101,529
)

$
(70,216
)

$
(90,898
)

$
(103,229
)

$
(40,025
)

$
(63,803
)Amounts recognized in the
    Consolidated Balance SheetsCurrent liabilities

$
(2,224
)

$



$
(5,729
)

$



$
(4,271
)

$
Long-term liabilities


(99,305
)


(70,216
)


(85,169
)


(103,229
)


(35,754
)


(63,803
)$
(101,529
)

$
(70,216
)

$
(90,898
)

$
(103,229
)

$
(40,025
)

$
(63,803
)    81




---



##### Table of Contents



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


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 3,


December 29,


January 3,


December 29,


January 3,


December 29,2009


2007


2009


2007


2009


2007(In thousands)Net actuarial loss (gain)

$
74,383


$
42,754


$
11,592


$
7,970


$
(8,091
)

$
(6,136
)Prior service cost (benefit)


1



1



3,718



392



(25,506
)


(5,460
)Net transition obligation










81



149







Income taxes


(27,894
)


(16,034
)


(584
)


(208
)


13,260



3,324Total

$
46,490


$
26,721


$
14,807


$
8,303


$
(20,337
)

$
(8,272
)     January 3,


December 29,2009


2007(In thousands)Projected benefit obligation

$
361,884


$
449,811Accumulated benefit obligation

$
333,814


$
417,581Fair value of plan assets

$
169,457


$
276,366  82




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Components
    of Net Periodic Benefit Cost and Other Changes Recognized in
    Other Comprehensive Loss
    U.S. Pension Plans


International Pension PlansYear


Year


Year


Year


Year


YearEnded


Ended


Ended


Ended


Ended


EndedJanuary 3,


December 29,


December 30,


January 3,


December 29,


December 30,2009


2007


2006


2009


2007


2006(In thousands)Components of net periodic benefit cost:Service cost

$
149


$
149


$
1,550


$
7,069


$
6,947


$
4,443Interest cost


18,481



17,139



16,878



10,314



8,820



7,165Expected return on plan assets


(18,139
)


(17,721
)


(18,021
)


(2,378
)


(2,473
)


(905
)Amortization of:Unrecognized net loss


1,485



1,236



652



493



525



201Unrecognized prior service cost


1



1



1



79



79



69Unrecognized net transition obligation














59



56



51Curtailments, settlements and terminations, net














918



653



1,197$
1,977


$
804


$
1,060


$
16,554


$
14,607


$
12,221Other changes recognized in other comprehensive lossNet loss (gain)

$
33,115


$
6,049






$
3,030


$
(6,430
)Prior service cost














3,449



Amortization of:Unrecognized net loss (gain)


(1,485
)


(1,236
)






698



(1,178
)Unrecognized prior service cost


(1
)


(1
)






(79
)


(79
)Unrecognized net transition obligation














(59
)


(56
)Foreign currency adjustment














(159
)


646Income taxes


(11,860
)


(499
)






(376
)


860Total recognized in other comprehensive loss

$
19,769


$
4,313






$
6,504


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

$
21,746


$
5,117






$
23,058


$
8,370   83




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  OPRB PlansYearEndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands)Components of net periodic benefit cost:Service cost

$
284


$
308


$
282Interest cost


3,921



4,639



3,908Amortization of:Unrecognized net loss (gain)


(8
)


95



(112
)Unrecognized prior service benefit


(914
)


(914
)


(914
)Curtailments, settlements and terminations, net


(158
)






(1,062
)$
3,125


$
4,128


$
2,102Other changes recognized in other comprehensive lossNet gain

$
(1,963
)

$
(5,194
)Prior service benefit


(20,960
)


Amortization of:Unrecognized net (loss) gain


8



(95
)Unrecognized prior service benefit


914



914Income taxes


9,936



2,271Total recognized in other comprehensive loss

$
(12,065
)

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

$
(8,940
)

$
2,024     Assumptions
    U.S. Pension


InternationalPlans


Pension Plans


OPRB Plans2008


2007


2008


2007


2008


2007Rate assumptions:Discount rate


6.75
%


6.25
%


8.30
%


7.52
%


7.03
%


6.44
%Rate of compensation increase


2.50
%


2.50
%


6.00
%


5.22
%






  84




---



##### Table of Contents



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


InternationalPlans


Pension Plans


OPRB Plans2008


2007


2008


2007


2008


2007Rate assumptions:Discount rate


6.25
%


5.75
%


8.47
%


6.61
%


6.44
%


5.91
%Compensation increase


2.50
%


2.50
%


5.85
%


5.15
%






Rate of return on plan assets


8.00
%


8.00
%


7.70
%


6.73
%






       Year Ended


Year EndedJanuary 3,


December 29,Fiscal Year

2009


2007Health care costs trend rate assumed for next year


8
%


9
%Rate of increase to which the cost of benefits is assumed to
    decline (the ultimate trend rate)


5.5
%


5.5
%Year that the rate reaches the ultimate trend rate


2012



2012       One-Percentage-Point


One-Percentage-PointIncrease


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

$
110


$
(98
)Increase (decrease) in postretirement benefit obligation

$
1,470


$
(1,292
)   Plan
    Assets
    TargetAsset Class

AllocationFixed income securities


40
%Equity securities


55
%Private equity and venture capital funds


5
%  85




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Plan Assets atJanuary 3,


December 29,Asset Class

2009


2007Fixed income securities


53
%


41
%Equity securities


45
%


57
%Private equity and venture capital funds


2
%


2
%Total


100
%


100
%               Plan
    Contributions and Estimated Future Benefit
    Payments
   86




---



##### Table of Contents



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


PensionFiscal Year

Plans


Plans


OPRB Plans(In thousands)2009

$
23,126


$
8,471


$
4,2712010


22,848



8,941



4,1792011


22,385



8,546



4,1142012


22,375



9,110



3,9992013


22,039



9,268



3,9112014-2018


106,662



57,967



18,457Total

$
219,435


$
102,303


$
38,931   Defined
    Contribution Plans
    Multi-Employer
    Plans
    Note 14 
    Shareholders
    Equity    Dividends
      Capital
    Contributions and Return of Capital
     87




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Comprehensive
    Income (Loss)
    Note 15 
    Business
    Segments         88




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Results
    of Operations:
  2008


2007


2006(In thousands)Revenues from external customersFresh fruit

$
5,401,145


$
4,736,902


$
3,968,963Fresh vegetables


1,086,888



1,059,401



1,082,416Packaged foods


1,130,791



1,023,257



938,336Corporate


1,128



1,252



1,148$
7,619,952


$
6,820,812


$
5,990,863EBITFresh fruit

$
305,782


$
170,598


$
103,891Fresh vegetables


1,123



(21,725
)


(7,301
)Packaged foods


69,100



78,492



91,392Total operating segments


376,005



227,365



187,982Corporate:Unrealized gain (loss) on cross currency swap


(50,411
)


(10,741
)


20,664Operating and other expenses


(54,043
)


(59,506
)


(53,377
)Corporate


(104,454
)


(70,247
)


(32,713
)Interest expense


(174,485
)


(194,851
)


(174,715
)Income taxes


48,015



(4,054
)


(22,609
)Income (loss) from continuing operations, net of income taxes

$
145,081


$
(41,787
)

$
(42,055
)       Financial
    Position:
  January 3,


December 29,2009


2007(In thousands)Total assetsFresh fruit

$
2,322,899


$
2,528,169Fresh vegetables


460,221



476,501Packaged foods


686,801



693,515Total operating segments


3,469,921



3,698,185Corporate


832,709



832,121Fresh-cut flowers  discontinued operations


61,989



112,578$
4,364,619


$
4,642,884  89




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    2008


2007


2006(In thousands)Depreciation and amortizationFresh fruit

$
90,289


$
96,480


$
92,196Fresh vegetables


19,420



18,414



15,744Packaged foods


25,419



32,989



31,454Total operating segments


135,128



147,883



139,394Corporate


2,532



3,498



4,136Discontinued operations


1,168



4,224



5,817$
138,828


$
155,605


$
149,347Capital additionsFresh fruit

$
44,381


$
52,511


$
41,286Fresh vegetables


9,152



27,433



52,990Packaged foods


20,111



23,913



19,728Total operating segments


73,644



103,857



114,004Corporate


255



158



975Discontinued operations


3,016



3,215



4,356$
76,915


$
107,230


$
119,335     2008


2007


2006(In thousands)Revenues from external customersUnited States

$
2,982,968


$
2,669,932


$
2,580,820Japan


723,195



590,218



578,504Sweden


564,499



474,139



354,390Germany


551,555



470,570



439,741United Kingdom


242,258



329,999



108,040Canada


287,758



262,217



222,846Other Euro zone countries


944,470



817,082



744,416Other international


1,323,249



1,206,655



962,106$
7,619,952


$
6,820,812


$
5,990,863     90




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  January 3,


December 29,2009


2007(In thousands)Tangible long-lived assetsUnited States

$
480,000


$
654,051Oceangoing assets


134,681



161,531Philippines


144,114



148,786Costa Rica


96,916



97,576Honduras


79,298



77,093Chile


48,647



56,974Ecuador


64,426



54,254Other international


140,487



245,461$
1,188,569


$
1,495,726   Note 16 
    Operating
    Leases and Other Commitments        Fiscal Year

Amount2009

$
143,0542010


110,7362011


85,0262012


62,8422013


47,677Thereafter


115,034Total

$
564,369      91




---



##### Table of Contents



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

Amount2009

$
622,9212010


395,1432011


348,6422012


218,6872013


184,596Thereafter


131,404Total

$
1,901,393       Fiscal Year

Amount2009

$
158,6382010


133,875Total

$
292,513     Note 17 
    Derivative
    Financial Instruments    Accounting for Derivative Instruments and Hedging
    Activities as amended
 92




---



##### Table of Contents



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





AverageParticipating








Fair Market Value


StrikeForwards


Forwards


Total


Assets (Liabilities)


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

$
147,474


$



$
147,474


$
(9,800
)


JPY 104U.S. Dollar/Euro


100,207







100,207



5,206



EUR 1.43Euro/Swedish Krona






4,709



4,709



(153
)


SEK 11.09Chilean Peso/U.S. Dollar






22,495



22,495



419



CLP 668Colombian Peso/U.S. Dollar






52,262



52,262



(441
)


COP 2,294Philippine Peso/U.S. Dollar






39,053



39,053



(846
)


PHP 47.5Total

$
247,681


$
118,519


$
366,200


$
(5,615
)    93




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Bunker
    Fuel Hedges
    Fair MarketNotional Volume


Value


Average Price(metric tons)


(In thousands)


(per metric ton)Bunker Fuel Hedges:Rotterdam


15,018


$
(3,576
)

$
418         2008


2007


2006(In thousands)Unrealized Gains (Losses):Foreign currency exchange contracts and other

$
6,002


$
(12,065
)

$
Foreign currency exchange contracts  discontinued
    operations


447







(492
)Bunker fuel contracts


(4,325
)


749



(1,088
)2,124



(11,316
)


(1,580
)Realized Gains (Losses):Foreign currency exchange contracts


(11,255
)


12,719



2,203Foreign currency exchange contracts  discontinued
    operations


(736
)


6,098



(1,436
)Bunker fuel contracts


678



3,903



(3,465
)(11,313
)


22,720



(2,698
)$
(9,189
)

$
11,404


$
(4,278
)     Interest
    Rate and Cross Currency Swaps
   94




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        2008


2007


2006(In thousands)Unrealized gains (losses)

$
(50,411
)

$
(10,741
)

$
20,664Realized gains


11,209



12,780



4,102$
(39,202
)

$
2,039


$
24,766     FAS 157
           95




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Fair ValueMeasurements atJanuary 3, 2009Using SignificantOther ObservableJanuary 3,


Inputs2009


(Level 2)(In thousands)Assets and Liabilities Measured on a Recurring BasisAssets:Foreign currency exchange contracts

$
5,625


$
5,625Liabilities:Foreign currency exchange contracts

$
11,240


$
11,240Bunker fuel contracts


3,576



3,576Interest rate swap


26,467



26,467Cross currency swap


40,488



40,488$
81,771


$
81,771   Credit
    Risk
    Note 18 
    Contingencies       96




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      DBCP Cases:
    21-23,
   97




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
           98




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
          European Union Antitrust Inquiry:
         99




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak:
    Note 19 
    Related
    Party Transactions  inter
    alia,
 100




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      50-50
        Note 20 
    Impact of
    Hurricane Katrina     101




---



##### Table of Contents



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


2006


2005


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

$
(551
)

$
(1,768
)

$
(10,088
)

$
(12,407
)Insurance proceeds


9,607



8,004



6,000



23,611Net gain (loss)

$
9,056


$
6,236


$
(4,088
)

$
11,204     Note 21 
    Guarantor
    Financial Information       102




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
79,671


$
3,121,814


$
5,849,443


$
(1,430,976
)

$
7,619,952Cost of products sold


(77,252
)


(2,841,837
)


(5,362,463
)


1,418,660



(6,862,892
)Gross margin


2,419



279,977



486,980



(12,316
)


757,060Selling, marketing and general and administrative expenses


(72,823
)


(181,028
)


(267,883
)


12,316



(509,418
)Gain on asset sales


2,346



2,491



22,139







26,976Operating income (loss)


(68,058
)


101,440



241,236







274,618Equity in subsidiary income


195,324



143,631







(338,955
)


Other income (expense), net


(89
)






(13,977
)






(14,066
)Interest income


147



233



6,075







6,455Interest expense


(116,996
)


(569
)


(56,920
)






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


10,328



244,735



176,414



(338,955
)


92,522Income taxes


111,844



(26,141
)


(37,688
)






48,015Minority interests, net of income taxes










(1,844
)






(1,844
)Equity in earnings of unconsolidated subsidiaries


(2
)


(12
)


6,402







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


122,170



218,582



143,284



(338,955
)


145,081Income (loss) from discontinued operations, net of income taxes


(1,165
)


(27,672
)


1,446







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






3,315











3,315Net income

$
121,005


$
194,225


$
144,730


$
(338,955
)

$
121,005  103




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
76,585


$
2,823,183


$
5,161,424


$
(1,240,380
)

$
6,820,812Cost of products sold


(58,461
)


(2,562,406
)


(4,797,872
)


1,228,801



(6,189,938
)Gross margin


18,124



260,777



363,552



(11,579
)


630,874Selling, marketing and general and administrative expenses


(75,227
)


(163,925
)


(254,017
)


11,579



(481,590
)Operating income (loss)


(57,103
)


96,852



109,535







149,284Equity in subsidiary income


79,619



11,993







(91,612
)


Other income (expense), net


415







1,433







1,848Interest income


271



263



6,991







7,525Interest expense


(125,131
)


(42
)


(69,678
)






(194,851
)Income (loss) from continuing operations before income taxes,
    minority interests and equity earnings


(101,929
)


109,066



48,281



(91,612
)


(36,194
)Income taxes


44,413



(25,543
)


(22,924
)






(4,054
)Minority interests, net of income taxes










(3,235
)






(3,235
)Equity in earnings of unconsolidated subsidiaries


10



132



1,554







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


(57,506
)


83,655



23,676



(91,612
)


(41,787
)Loss from discontinued operations, net of income taxes






(6,452
)


(9,267
)






(15,719
)Net income (loss)

$
(57,506
)

$
77,203


$
14,409


$
(91,612
)

$
(57,506
)  104




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
66,151


$
2,723,397


$
4,443,397


$
(1,242,082
)

$
5,990,863Cost of products sold


(58,484
)


(2,440,423
)


(4,138,044
)


1,216,449



(5,420,502
)Gross margin


7,667



282,974



305,353



(25,633
)


570,361Selling, marketing and general and administrative expenses


(61,050
)


(176,287
)


(222,679
)


25,633



(434,383
)Operating income (loss)


(53,383
)


106,687



82,674







135,978Equity in subsidiary income


20,325



(41,363
)






21,038



Other income (expense), net


(3,207
)






18,383







15,176Interest income


849



302



5,989







7,140Interest expense


(115,505
)


(70
)


(59,140
)






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


(150,921
)


65,556



47,906



21,038



(16,421
)Income taxes


61,157



(38,293
)


(45,473
)






(22,609
)Minority interests, net of income taxes






(60
)


(3,142
)






(3,202
)Equity in earnings of unconsolidated subsidiaries


137



801



(761
)






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


(89,627
)


28,004



(1,470
)


21,038



(42,055
)Loss from discontinued operations, net of income taxes






(11,322
)


(39,064
)






(50,386
)Gain on disposal of discontinued operations, net of income taxes






2,814











2,814Net income (loss)

$
(89,627
)

$
19,496


$
(40,534
)

$
21,038


$
(89,627
)  105




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
  As of January 3, 2009
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,811


$



$
85,460


$
(11,442
)

$
90,829Receivables, net of allowances


410,286



133,198



577,890



(314,139
)


807,235Inventories


7,971



299,048



489,388







796,407Prepaid expenses


9,374



14,489



45,484







69,347Deferred income tax assets


18,891



25,566







(23,184
)


21,273Assets held-for-sale


72,526



55,366



74,984







202,876Total current assets


535,859



527,667



1,273,206



(348,765
)


1,987,967Investments


2,172,994



1,786,868



72,708



(3,959,485
)


73,085Property, plant and equipment, net


173,850



262,269



614,212







1,050,331Goodwill






131,818



274,722







406,540Intangible assets, net


689,615



18,426



417







708,458Other assets, net


38,084



7,542



92,612







138,238Total assets

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

$
4,364,619LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,411


$
438,991


$
415,136


$
(348,765
)

$
510,773Liabilities held-for-sale






3,688



46,777







50,465Accrued liabilities


67,206



173,920



249,019







490,145Current portion of long-term debt


346,684



288



9,776







356,748Notes payable










48,789







48,789Total current liabilities


419,301



616,887



769,497



(348,765
)


1,456,920Intercompany payables (receivables)


1,225,590



(133,650
)


(1,091,940
)






Long-term debt


1,080,296



3,506



714,754







1,798,556Deferred income tax liabilities


207,073



7,926



39,206







254,205Other long-term liabilities


275,242



37,853



108,684







421,779Minority interests










30,259







30,259Total shareholders equity


402,900



2,202,068



1,757,417



(3,959,485
)


402,900Total liabilities and shareholders equity

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

$
4,364,619  106




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,424


$



$
95,801


$
(15,164
)

$
97,061Receivables, net of allowances


358,695



134,168



595,027



(248,737
)


839,153Inventories


7,080



321,075



422,520







750,675Prepaid expenses


5,318



16,322



49,656







71,296Deferred income tax assets


16,942



23,686







(28,543
)


12,085Assets held-for-sale


546



36,520



39,178







76,244Total current assets


405,005



531,771



1,202,182



(292,444
)


1,846,514Investments


2,130,680



1,733,717



68,884



(3,863,945
)


69,336Property, plant and equipment, net


286,222



319,107



734,810







1,340,139Goodwill






151,271



358,247







509,518Intangible assets, net


689,616



22,128



10,046







721,790Other assets, net


42,140



5,944



124,698



(17,195
)


155,587Total assets

$
3,553,663


$
2,763,938


$
2,498,867


$
(4,173,584
)

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

$
8,339


$
404,698


$
422,366


$
(292,444
)

$
542,959Accrued liabilities


74,479



223,050



217,055







514,584Current portion of long-term debt


1,950



102



12,119







14,171Notes payable










81,018







81,018Total current liabilities


84,768



627,850



732,558



(292,444
)


1,152,732Intercompany payables (receivables)


983,062



(61,695
)


(921,367
)






Long-term debt


1,500,466



2,271



813,471







2,316,208Deferred income tax liabilities


284,167



10,852







(17,195
)


277,824Other long-term liabilities


376,192



44,082



120,960







541,234Minority interests










29,878







29,878Total shareholders equity


325,008



2,140,578



1,723,367



(3,863,945
)


325,008Total liabilities and shareholders equity

$
3,553,663


$
2,763,938


$
2,498,867


$
(4,173,584
)

$
4,642,884  107




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
285


$
(4,763
)

$
49,041


$



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


42,404



41,209



142,870







226,483Capital additions


(313
)


(21,071
)


(63,712
)






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


(245
)














(245
)Cash flow provided by investing activities


41,846



20,138



79,158







141,142FINANCING ACTIVITIESShort-term debt borrowings










94,943







94,943Short-term debt repayments






(15,286
)


(120,702
)


3,722



(132,266
)Long-term debt borrowings, net of debt issuance costs


1,322,100







25,950







1,348,050Long-term debt repayments


(1,397,788
)


(89
)


(84,923
)






(1,482,800
)Borrowings between subsidiaries


33,944







(33,944
)






Dividends paid to minority shareholders










(13,447
)






(13,447
)Cash flow used in financing activities


(41,744
)


(15,375
)


(132,123
)


3,722



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










(6,417
)






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


387







(10,341
)


3,722



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


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
16,811


$



$
85,460


$
(11,442
)

$
90,829  108




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(14,441
)


40,914



19,849







46,322Cash flow provided by operating activities


3,102



58,457



19,849



(35,086
)


46,322INVESTING ACTIVITIESProceeds from sales of assets and businesses, net of cash
    disposed


980



674



40,064







41,718Hurricane Katrina insurance proceeds






5,200











5,200Capital additions


(612
)


(44,309
)


(61,900
)






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


(1,480
)














(1,480
)Cash flow used in investing activities


(1,112
)


(38,435
)


(21,836
)






(61,383
)FINANCING ACTIVITIES














Short-term debt borrowings






11,968



119,389



(11,968
)


119,389Short-term debt repayments






(16,419
)


(74,757
)






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


1,165,200



2,015



315







1,167,530Long-term debt repayments


(1,158,088
)


(43
)


(11,082
)






(1,169,213
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Dividends paid to minority shareholders










(10,485
)






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


7,112



(20,022
)


5,837



23,118



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










3,663







3,663Increase in cash and cash equivalents


9,102







7,513



(11,968
)


4,647Cash and cash equivalents at beginning of period


7,322







88,288



(3,196
)


92,414Cash and cash equivalents at end of period

$
16,424


$



$
95,801


$
(15,164
)

$
97,061  109




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(83,110
)

$
38,300


$
60,731


$



$
15,921INVESTING ACTIVITIESProceeds from sales of assets and businesses, net of cash
    disposed


2,318



15,630



13,325







31,273Acquisitions and investments, net of cash acquired










(22,950
)






(22,950
)Capital additions


(1,154
)


(59,505
)


(64,397
)






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


(267
)














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


897



(43,875
)


(74,022
)






(117,000
)FINANCING ACTIVITIESShort-term debt borrowings






13,032



88,349







101,381Short-term debt repayments






(7,957
)


(51,181
)


6,266



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


1,269,405



1,535



989,605







2,260,545Long-term debt repayments


(997,877
)


(1,035
)


(970,786
)






(1,969,698
)Capital contribution from parent


28,390















28,390Return of capital to parent


(59,390
)














(59,390
)Dividends paid to minority shareholders










(1,833
)






(1,833
)Dividends paid to parent


(163,691
)














(163,691
)Cash flow provided by financing activities


76,837



5,575



54,154



6,266



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










1,849







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


(5,376
)






42,712



6,266



43,602Cash and cash equivalents at beginning of period


12,698







45,576



(9,462
)


48,812Cash and cash equivalents at end of period

$
7,322


$



$
88,288


$
(3,196
)

$
92,414  110




---



##### Table of Contents



II.
    Supplementary
    Data Quarterly Financial Information (Unaudited)
    Quarter Ended2008

March 22, 2008


June 14, 2008


October 4, 2008


January 3, 2009(In thousands)Revenues, net

$
1,728,345


$
1,994,943


$
2,256,334


$
1,640,330Gross margin


171,464



243,075



182,544



159,977Income (loss) from continuing operations, net of income taxes


(26,124
)


176,436



(2,873
)


(2,358
)Income (loss) from discontinued operations, net of income taxes


(2,821
)


4,318



(21,760
)


(7,128
)Gain on disposal of discontinued operations, net of income taxes










3,315



Net income (loss)


(28,945
)


180,754



(21,318
)


(9,486
)   Quarter Ended2007

March 24, 2007


June 16, 2007


October 6, 2007


December 29, 2007(In thousands)Revenues, net

$
1,517,406


$
1,735,302


$
1,985,179


$
1,582,925Gross margin


141,738



184,951



161,431



142,754Income (loss) from continuing operations, net of income taxes


(9,662
)


53,075



(56,543
)


(28,657
)Loss from discontinued operations, net of income taxes


(553
)


(4,020
)


(6,784
)


(4,362
)Net income (loss)


(10,215
)


49,055



(63,327
)


(33,019
)    111




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 15d-15(e)
    Changes
    in Internal Control Over Financial Reporting
    Annual
    Report of Management on Internal Control Over Financial
    Reporting
  Rule 15d-15(f) Internal Control 
    Integrated Framework
    Item 9B.
    Other
    Information   112




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    David H. Murdock, Chairman of the
    Board.
  David A. DeLorenzo, President and Chief Executive Officer,
    and Director.
  C. Michael Carter, Executive Vice President, General
    Counsel and Corporate Secretary, and
    Director.
  Andrew J. Conrad, Ph.D.,
    Director.
  Scott A. Griswold, Executive Vice President, Corporate
    Development, and Director. and/or
  Justin M. Murdock, Vice President, New Products and Corporate
    Development, and Director.
 113




---



##### Table of Contents



Edward C. Roohan, Director. and/or
  Joseph S. Tesoriero, Vice President and Chief Financial
    Officer.
  Roberta Wieman, Executive Vice President, Chief of Staff, and
    Director.
  Rule 3b-7)
      Regulation S-K)
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Objectives
    Corporate
    Compensation and Benefits Committee Role
   114




---



##### Table of Contents



Role
    of Named Executive Officers in Compensation
    Decisions
    Benchmarking
    Anheuser-Busch Companies, Inc.
    Campbell Soup Company 
    Chiquita Brands International, Inc.
    ConAgra Foods, Inc.
    Corn Products International Inc.

Del Monte Foods Company
    General Mills, Inc.
    H. J. Heinz Company
    The Hershey Company
    Hormel Foods Corporation

Kellogg Company
    McCormick & Company, Inc.
    Molson Coors Brewing Co.
    Reynolds American Inc.
    Sara Lee Corporation

TreeHouse Foods, Inc.
    UST Inc.
    Wm. Wrigley Jr. Company     Total
    Direct Pay Compensation
          Base
    Salary
   115




---



##### Table of Contents



Annual
    Incentives
  General
          Metrics
    for Fiscal 2008
        Long-Term
    Incentives
  General
   116




---



##### Table of Contents



Form 10-K
  Metrics
    for Incentive Period ended 2008
      Metrics
    for Other Incentive Periods Outstanding
  2007 
    2009 Incentive Period
    2008 
    2010 Incentive Period
     117




---



##### Table of Contents



Degree
    of Difficulty
        Retirement
    Plan
  1 2
  Savings
    Plans
      Perquisite
    and Other Agreements
     118




---



##### Table of Contents



The Corporate
    Compensation
    and Benefits Committee
  
  SUMMARY
    COMPENSATION TABLE
    Change inPension ValueandNonequity


NonqualifiedIncentive Plan


Deferred


All OtherSalary


Bonus


Compensation


Compensation


CompensationName and Principal Position

Year


($)(1)


($)(2)


($)(4)


Earnings ($)(5)


($)(6)(7)(8)


Total ($)David H. Murdock


2008



968,269



1,269,226



541,500



(103,537
)


33,057



2,708,515Chairman


2007



950,000



489,250
(3)


247,950



(85,159
)


29,415



1,631,456Dole Food Company, Inc.


2006



950,000



0



437,950



(7,972
)


26,795



1,406,773David A. DeLorenzo


2008



1,223,077



1,374,199



0



(269,145
)


76,965



2,405,096President & Chief Executive Officer


2007



687,692



618,000
(3)


0



(122,773
)


41,352



1,224,271Dole Food Company, Inc.


2006



0



0



0



0



0



0C. Michael Carter


2008



611,538



619,431



254,125



56,762



53,929



1,595,785Executive Vice President,


2007



600,000



300,000



118,690



78,891



80,805



1,178,386General Counsel & Corporate Secretary


2006



562,500



450,000



195,925



63,095



305,893



1,577,413Dole Food Company, Inc.Joseph S. Tesoriero


2008



482,692



505,464



185,725



9,773



38,995



1,222,649Vice President & Chief Financial Officer


2007



444,231



350,000



36,703



11,944



62,293



905,171Dole Food Company, Inc.


2006



425,000



100,000



50,134



7,665



112,248



695,047     (1)
    
    Base salary adjustments are made based on performance, internal
    equity and market data. Mr. Tesoriero received a salary
    adjustment in July 2008 based on both his level of pay relative
    to the benchmarking data and his level of performance. None of
    the other Named Executive Officers received a pay increase in
    2008. Messrs. Murdock and Carter salaries were higher in
    2008 solely due to fiscal 2008 being a 53-week fiscal year in
    contrast to fiscal 2007 and 2006 which were both 52-week fiscal
    years. Mr. DeLorenzo rejoined the Companys management
    team on June 4, 2007.(2)
    
    Bonus amounts shown reflect cash payments that will be made in
    2009 with respect to performance for 2008 under Doles
    One-Year Management Incentive Plan (the One-Year
    Plan).(3)
    
    The Compensation Committee has approved the payment of 2007
    bonus amounts for Messrs. Murdock and DeLorenzo, previously
    deferred.(4)
    
    Amounts shown reflect awards earned for the 2006 
    2008 incentive period (paid in 2009) under the Growth Plan.
    Further explanation can be found on page 115. 119




---



##### Table of Contents



(5)
    
    The amounts shown reflect the actuarial decrease or increase in
    the present value of Mr. Murdocks,
    Mr. DeLorenzos and Mr. Carters benefits
    under all pension plans established by the Company using
    interest rate and mortality rate assumptions consistent with
    those used in the Companys financial statements and
    includes amounts which the Named Executive Officer may not
    currently be entitled to receive. In general, the present value
    of the benefits under the pension plans increase until
    attainment of age 65 and thereafter decrease due to the
    mortality assumptions. Also reflected in the amounts shown are
    the annual earnings on each Named Executive Officers
    deferred compensation balance.(6)
    
    The 2008 amounts shown include the following: (1) on behalf
    of Mr. Murdock an amount of $27,687 for an annual
    subscription to the New York Metropolitan Opera;
    (2) Doles matching contributions to both the 401(k)
    and Excess Savings Plans of Dole Food Company, Inc. (see
    Deferred Compensation  Qualified and
    Nonqualified on page 121) on behalf of
    Mr. Murdock $0, Mr. Carter $33,846, Mr. DeLorenzo
    $73,355, and Mr. Tesoriero $25,154; (3) for
    Mr. DeLorenzo, $24,622 interest earned on deferred
    compensation as an outside director prior to June 2007 when he
    was rehired as an employee; (4) the value attributable to
    personal use of the company-provided automobiles for
    Mr. Carter $598, and Mr. Tesoriero $4,404; (5) an
    annual car allowance to Mr. Murdock $5,000, and
    Mr. Carter $5,000 (6) the cost of financial planning
    services reimbursed (amounts are included in the
    executives
    W-2 and
    taxes are borne by the executive) by the Company for
    Mr. Murdock $0, Mr. Carter $10,000 (which includes
    reimbursement for 2009), Mr. DeLorenzo $0 and
    Mr. Tesoriero $4,975; (7) the cost of an annual
    executive physical for Mr. Murdock $370, Mr. Carter
    $4,485, Mr. DeLorenzo $3,580 and Mr. Tesoriero $4,462.(7)
    
    The 2007 amounts shown include the following: (1) on behalf
    of Mr. Murdock an amount of $24,415 for an annual
    subscription to the New York Metropolitan Opera;
    (2) Doles matching contributions to both the 401(k)
    and Excess Savings Plans of Dole Food Company, Inc. (see
    Deferred Compensation  Qualified and
    Nonqualified on page 109) on behalf of
    Mr. Murdock $0, Mr. Carter $63,043, ,
    Mr. DeLorenzo $41,262 and Mr. Tesoriero $33,000;
    (3) the value attributable to personal use of the
    company-provided automobiles for Mr. Carter $2,464, and
    Mr. Tesoriero $20,693; (4) an annual car allowance to
    Mr. Murdock $5,000, and Mr. Carter $5,000 (5) the
    cost of financial planning services reimbursed (amounts are
    included in the executives
    W-2 and
    taxes are borne by the executive) by the Company for
    Mr. Murdock $0, Mr. Carter $5,000, Mr. DeLorenzo
    $0 and Mr. Tesoriero $4,850; (6) the cost of an annual
    executive physical for Mr. Murdock $0, Mr. Carter
    $5,298, Mr. DeLorenzo $90 and Mr. Tesoriero $3,750.(8)
    
    The 2006 amounts shown include the following (1) on behalf
    of Mr. Murdock an amount of $21,795 for an annual
    subscription to the New York Metropolitan Opera;
    (2) Doles matching contributions to both the 401(k)
    and Excess Savings Plans of Dole Food Company, Inc, (see
    Deferred Compensation  Qualified and
    Nonqualified on page 109) on behalf of
    Mr. Murdock $0, Mr. Carter $37,518, and
    Mr. Tesoriero $33,132; (3) the value attributable to
    personal use of the company-provided automobiles for
    Mr. Carter $3,162, and Mr. Tesoriero $19,691;
    (4) the cost of financial planning services reimbursed
    (amounts are included in the executives
    W-2 and
    taxes are borne by the executive) by the Company for
    Mr. Murdock $0, Mr. Carter $5,000, and
    Mr. Tesoriero $1,300; (5) an annual car allowance to
    Mr. Murdock $5,000, and Mr. Carter $5,000;
    (6) the cost of an annual executive physical for
    Mr. Murdock $0, Mr. Carter $3,213, and
    Mr. Tesoriero $5,925; and (7) the delayed payout of
    35% under the 2003 executive incentive plan paid in January 2006
    for Mr. Murdock $0, Mr. Carter $252,000, and
    Mr. Tesoriero $52,200. 120




---



##### Table of Contents



Grants
    of Plan-Based Awards Table
  Estimated Future Payout Under Non-EquityGrant




Incentive AwardsName

Date(1)


Incentive Period

Threshold


Target


MaximumDavid H. Murdock


12/31/07


2008 Fiscal Year(2)(3)

$
0


$
1,045,000


$
3,135,00012/31/07


2008-2010(4)(5)(6)

$
0


$
1,425,000


$
4,275,000David A. DeLorenzo


12/31/07


2008 Fiscal Year(2)(3)

$
0


$
1,320,000


$
3,960,00012/31/07


2008-2010(4)(5)(6)

$
0


$
1,800,000


$
5,400,000C. Michael Carter


12/31/07


2008 Fiscal Year(2)(3)

$
0


$
510,000


$
1,530,00012/31/07


2008-2010(4)(5)(6)

$
0


$
750,000


$
2,250,000Joseph S. Tesoriero


12/31/07


2008 Fiscal Year(2)(3)

$
0


$
375,000


$
1,125,00012/31/07


2008-2010(4)(5)(6)

$
0


$
517,500


$
1,552,500     (1)
    
    The first day of Doles fiscal year was Sunday,
    December 30, 2007.(2)
    
    Under the One-Year Plan, target incentives for the Named
    Executive Officers range from 75% to 110% of base salary.
    Incentive awards for Named Executive Officers are determined
    based on the consolidated financial performance and are
    generally payable only if the specified minimum level of the
    Companys financial performance is realized and may be
    increased to maximum levels only if substantially higher
    performance levels are attained. Incentive awards can range from
    0% to 300% of target incentives.(3)
    
    Under the One-Year Plan, amounts are based on annual salary at
    the end of the relevant year.(4)
    
    Under the Growth Plan, target incentives for the Named Executive
    Officers range from 115% to 150% of base salary. The performance
    matrix established for the Incentive Period 2008 
    2010 consists of two factors: (1) the leverage ratio at the
    end of the three year period and (2) the average EBITDA for
    the three year period. Incentive awards can range from 0% to
    300% of target incentives. If both of the two performance
    measures fall short of specified levels, there will be no payout
    under the Growth Plan. Neither the performance metrics nor
    targets have been established for the 2009  2011
    Incentive Period. Final awards are paid in a lump sum within
    90 days following the end of the Incentive Period. A final
    award is payable in the event of the Named Executive
    Officers death, disability or retirement, or involuntary
    termination without cause, and are subject to customary
    adjustments for certain changes in capitalization.(5)
    
    The threshold, zero, applies if both performance measures fall
    below specified levels.(6)
    
    Under the Growth Plan, contingent award amounts are based on
    annual salary at the beginning of the Incentive Period.  Pension
    Benefits
       121




---



##### Table of Contents



Number ofYears of

Present Value of

PaymentsCredited

Accumulated

During LastName(1)

Plan Name

Service

Benefit

Fiscal YearDavid H. Murdock(2)


Plan 29



8.5


$
1,226,111


$
93,973Chairman


SERP



8.5


$
683,270


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


Plan 29



31.5


$
885,983


$
75,621President and Chief Executive Officer


SERP



31.5


$
2,843,727


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


Plan 29



1.25


$
29,332


$
Executive Vice President,


SERP



1.25


$
28,502


$
General Counsel and Corporate Secretary 
    Dole Food Company, Inc.     (1)
    
    Mr. Tesoriero joined Dole after the defined benefit plans
    were frozen and is not shown in the table as he does not have an
    accrued benefit under the qualified or nonqualified defined
    benefits plan.(2)
    
    As required by the Internal Revenue Code, Mr. Murdock, who
    is over the age of
    701/2,
    is receiving his current annual retirement benefit as a joint
    and survivor annuity.(3)
    
    Mr. DeLorenzo retired from Dole on December 29, 2001
    and began receiving retirement benefit payments.
    Mr. DeLorenzo was rehired on June 4, 2007 and
    continues to receive retirement benefit payments.  Deferred
    Compensation  Qualified and
    Nonqualified
   122




---



##### Table of Contents



AggregateExecutive


Registrant


Aggregate





Balance atContributions


Contributions


Earnings


Aggregate


Last FiscalName

in Last FY


in Last FY


in Last FY


Withdrawals/Distributions


Year EndDavid H. Murdock

$



$



$
19,686


$



$
293,108Chairman 
    Dole Food Company, Inc.David A. DeLorenzo

$
85,615


$
59,585


$
8,001


$



$
209,037President and Chief Executive Officer
    Dole Food Company, Inc.C. Michael Carter

$
18,346


$
20,046


$
60,386


$
1,207,477
(1)(2)

$
41,918Executive Vice President,
    General Counsel and Corporate Secretary
    Dole Food Company, Inc.Joseph S. Tesoriero

$
9,654


$
11,354


$
9,773


$
133,097
(1)

$
96,238Vice President and
    Chief Financial Officer
    Dole Food Company, Inc.     (1)
    
    The Company permitted a one-time election for participants to
    withdraw deferrals for years 2005  2008 in
    recognition of the fact that rules governing distributions for
    elections were not available at the time the deferral elections
    were made. Mr. Carter received a distribution of $270,071
    and Mr. Tesoriero $133,097.(2)
    
    Mr. Carter requested a nonemergency early withdrawal of
    $937,406. Such payment was reduced by a penalty of 10% for early
    distribution.     123




---



##### Table of Contents



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


Normal


Without


For Cause


Change of


Death &Executive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive Plan(1)

$



$
950,000


$



$



$
950,000


$
950,000Sustained Profit Growth Plan(2)

$
541,500


$
2,850,000


$
2,850,000


$



$
2,850,000


$
2,850,000Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
1,981


$



$



$
Cash Severance(5)

$



$



$
968,242


$



$
6,015,000


$
Excise Tax and
    Gross-Up

$



$



$



$



$
3,465,896


$
   David
    A. DeLorenzo
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change of


Death andExecutive Payments Upon Separation

Termination(3)


Retirement


Cause


Termination


Control(4)


DisabilityOne-Year Management Incentive Plan(1)

$



$
1,200,000


$



$



$



$
1,200,000Sustained Profit Growth Plan(2)(3)

$



$



$
1,800,000


$



$



$
1,800,000Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
891


$



$



$
Cash Severance

$



$



$
119,220


$



$



$
Excise Tax and
    Gross-Up

$



$



$



$



$



$
   C.
    Michael Carter
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change of


Death andExecutive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive Plan(1)

$



$
510,000


$



$



$
450,000


$
450,000Sustained Profit Growth Plan(2)

$
254,125


$
1,418,750


$
1,418,750


$



$
1,418,750


$
1,418,750Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
2,996


$



$



$
Cash Severance(5)

$



$



$
236,537


$



$
3,360,000


$
Excise Tax and
    Gross-Up

$



$



$



$



$
1,811,880


$
  124




---



##### Table of Contents



Joseph
    S. Tesoriero
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change of


Death andExecutive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive Plan(1)

$



$
375,000


$



$



$
375,000


$
375,000Sustained Profit Growth Plan(2)

$
185,725


$
1,006,250


$
1,006,250


$



$
1,006,250


$
1,006,250Health and Welfare Benefits, Fringe Benefits and other
    perquisites

$



$



$
2,901


$



$



$
Cash Severance(5)

$



$



$
125,479


$



$
2,655,000


$
Excise Tax and
    Gross-Up

$



$



$



$



$
1,570,749


$
     (1)
    
    For purposes of illustration, target amounts are shown. Payments
    made in the event of retirement, death or disability would be
    based on actual results for the plan year, 2008.(2)
    
    Awards for the Sustained Profit Growth Plan are made annually
    and numbers shown above include amounts for incentive periods
    that overlap. For purposes of illustration, targets amounts are
    shown. Payments made in the event of retirement, death,
    disability or involuntary termination without cause would be
    based on actual results for the applicable incentive periods and
    the number of months of participation in any applicable
    incentive period. Amounts shown for retirement, death,
    disability, and involuntary termination without cause are
    payable following the termination and calculation of the
    applicable incentive period. Awards, if any, are prorated based
    on the applicable termination date for the Named Executive
    Officer. The performance matrix and targets have not yet been
    established for the 2009  2011 Incentive Period.(3)
    
    Mr. DeLorenzo rejoined Dole in 2007 and became eligible for
    contingent awards in 2007.(4)
    
    Mr. DeLorenzo does not have a change of control agreement.(5)
    
    Includes $30,000 in lieu of health and welfare, and other fringe
    benefits and perquisites.  Severance
    Years of Service

Severance Pay Benefit1 to 4


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


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


2 weeks for each year of service plus 6 weeks      125




---



##### Table of Contents



Change
    of Control
        
    Three times the Named Executive Officers base salary
    Three times the Named Executive Officers target bonus
    $30,000, in lieu of any other health and welfare benefits,
    fringe benefits and perquisites (including medical, life,
    disability, accident and other insurance, car allowance or other
    health and welfare plan, programs, policies or practices or
    understandings but excluding the Named Executive Officers
    rights relative to the option of acquiring full ownership of the
    company car) and other taxable perquisites and fringe benefits
    that the Named Executive Officer or his family may have been
    entitled to receive
    The pro-rata portion of the greater of (i) the Named
    Executive Officers target amounts under the Growth Plan
    and (ii) the Named Executive Officers actual benefits
    under the Growth Plan
    Accrued obligations (any unpaid base salary to date of
    termination, any accrued vacation pay or paid time off), and
    deferred compensation  including interest and
    earnings and pursuant to outstanding elections
    Pro-rata portion of the Named Executive Officers target
    bonus for the fiscal year in which the termination occurs
    Reimbursement for outstanding reimbursable expenses
    A gross-up
    payment to hold the Named Executive Officer harmless against the
    impact, if any, of federal excise taxes imposed on the executive
    as a result of the payments contingent on a change in control.  change-in-control
     126




---



##### Table of Contents



Form 8-K No. 1-4455.
  Non-Employee
    Director Compensation
      Deferred
    Compensation
      Annual
    Physical
    Director 
    Summary Compensation Table
  Change in PensionFees Earned


Non-Equity


Value and Non-or Paid in


Incentive Plan


Qualified Deferred


All OtherName(1)

Cash(1)


Compensation


Compensation Earnings


Compensation


TotalAndrew J. Conrad

$
57,000


$



$
6,679
(2)

$



$
63,679Edward C. Roohan

$
72,000


$



$



$



$
72,000     (1)
    
    David H. Murdock, the Companys Chairman of the Board,
    David A. DeLorenzo, President and Chief Executive Officer, C.
    Michael Carter, Executive Vice President, General Counsel and
    Corporate Secretary, Scott Griswold, Executive Vice President,
    Corporate Development, Justin Murdock, Vice President, New
    Products and Corporate Development and Roberta Wieman, Executive
    Vice President, Chief of Staff, are not included in this table
    because they are employees of the Company and do not receive any
    compensation for their service as Directors. Compensation for
    Messrs. Murdock, DeLorenzo, and Carter may be found in the
    Summary Compensation Table on page 118.(2)
    
    In 2008, interest earnings applied to the Dr. Conrads
    deferred compensation account were $6,679. 127




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Amount andNature ofName and Address of

Beneficial


Percent ofTitle of Class

Beneficial Owner

Ownership(1)


ClassCommon Stock, $0.001 par value

David H. Murdock


1,000 shares



100
%Dole Food Company, Inc.One Dole DriveWestlake Village, CA 91362     (1)
    
    Mr. Murdock beneficially owns these shares through one or
    more affiliates, and has effective sole voting and dispositive
    power with respect to the shares. Beneficial ownership is
    determined in accordance with
    Rule 13d-3
    under the Securities Exchange Act of 1934, as amended.
    Mr. Murdock is Doles Chairman of the Board and Chief
    Executive Officer.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  inter
    alia,
    50-50
       128




---



##### Table of Contents



Form 10-K.
    Item 14.
    Principal
    Accounting Fees and Services  Principal
    Accounting Fees and Services
    Fiscal Year EndedJanuary 3,


December 29,2009


2007(In thousands)Audit Fees(a)

$
4,058


$
3,959Audit-Related Fees(b)


436



436Total Audit and Audit Related Fees


4,494



4,395Tax Fees(c)


167



217All Other Fees(d)






Total

$
4,661


$
4,612  129




---



##### Table of Contents



(a)
    
    Audit fees include $4,058,000 and $3,959,000 for services
    related to the audit of the annual consolidated financial
    statements and reviews of the quarterly condensed consolidated
    financial statements for 2008 and 2007, respectively.(b)
    
    Audit-related fees include $67,000 and $137,000 Section 404
    advisory services for 2008 and 2007, respectively. Audit-related
    fees for 2008 and 2007 also include $195,000 and $208,000,
    respectively, for employee benefit plan audits. The remaining
    amounts relate to accounting and financial reporting
    consultations, and various
    agreed-upon
    procedures and compliance reports.(c)
    
    There were no fees for tax compliance services billed in 2008
    and 2007, respectively. Fees for tax planning and advice billed
    in 2008 and 2007 were $167,000 and 217,500, respectively.(d)
    
    There were no other services billed to the Company in 2008 and
    2007.   130




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)  1.
    Financial Statements:The following
    consolidated financial statements are included herein in
    Item 8 above. Form 10-KPageAudited Financial Statements for the Years Ended January 3,
    2009, December 29, 2007 and December 30, 2006


512.


Financial Statement ScheduleValuation and Qualifying Accounts


1393.


Exhibits:   ExhibitNumber

Title3.1(a)

Amended and Restated Certificate of Incorporation of Dole Food
    Company, Inc. (incorporated by reference to Exhibit 3.1 to
    Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).3.1(b)

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

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

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

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

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

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

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

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

Articles of Incorporation of California Polaris, Inc., dated as
    of April 6, 1979. 131




---



##### Table of Contents



ExhibitNumber

Title3.1(k)

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

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

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

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

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

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

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

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

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

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

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

Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of November 7, 1963. Certificate of Amendment of
    Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of December 13, 1989. 132




---



##### Table of Contents



ExhibitNumber

Title3.1(w)

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

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

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

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

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

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

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

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

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

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

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

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

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

Certificate of Incorporation of Wenatchee-Beebe Orchard Company,
    dated as of November 7, 1927. Certificate of Ownership and
    Merger in Wenatchee-Beebe Orchard Company, dated as of
    June 23, 1943. Certificate of Amendment of Certificate of
    Incorporation of Wenatchee-Beebe Orchard Company, dated as of
    April 20, 1983, changed the companys name to Beebe
    Orchard Company. Certificate of Merger of Wells and Wade Fruit
    Company and Beebe Orchard Company, dated as of March 23,
    2001, changed the companys name to Dole Northwest, Inc. 133




---



##### Table of Contents



ExhibitNumber

Title3.1(ak)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Articles of Incorporation of Mililani Town, Inc., dated as of
    December 29, 1966. Articles of Amendment, dated as of
    November 26, 1990. Articles of Amendment to Change
    Corporate Name, December 24, 1990, changed the
    companys name to Castle & Cooke Residential,
    Inc. Articles of Amendment to Change Corporate Name, dated as of
    October 21, 1993, changed the companys name to
    Castle & Cooke Homes Hawaii, Inc. Articles of
    Amendment to Change Corporate Name, dated as of December 4,
    1995, changed the companys name to Muscat, Inc. 134




---



##### Table of Contents



ExhibitNumber

Title3.1(bc)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Second Supplemental Indenture, dated as of March 28, 2003,
    between Dole and Wells Fargo Bank, National Association
    (successor trustee to J.P. Morgan Trust Company), to
    the Indenture dated as of July 15, 1993 (incorporated by
    reference to Exhibit 4.10 to Doles Current Report on
    Form 8-K,
    event date April 4, 2003, File
    No. 1-4455). 135




---



##### Table of Contents



ExhibitNumber

Title4.5

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

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

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

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

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

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

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

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

Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement, dated as of February 1, 1999, between
    Dole and The Northern Trust Company (incorporated by
    reference to Exhibit 4.7 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455).4.15

Indenture, dated as of March 18, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and U.S. Bank
    National Association, as trustee, pursuant to which $349,903,000
    of Doles 13.875% senior secured notes due 2014 were issued.4.16

Form of Global Note and Guarantee for Doles 13.875% senior
    secured notes due 2014 (included as Exhibits A and D,
    respectively to Exhibit Number 4.15 hereto).4.17

Registration Rights Agreement, dated as of March 18, 2009,
    among Dole Food Company, Inc. and the guarantors named therein,
    as issuers, and Deutsche Bank Securities, Inc., Banc of America
    Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA,
    Inc. and Goldman, Sachs & Co., as initial purchasers.10.1

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

Amendment No. 1, dated as of March 18, 2009, to the
    Credit Agreement included as Exhibit 10.1 hereto.10.3

Credit Agreement, dated as of April 12, 2006, among DHM
    Holding Company, Inc., a Delaware corporation, Dole Holding
    Company, LLC, a Delaware limited liability company, Dole Food
    Company, Inc., a Delaware corporation, the Lenders party hereto
    from time to time, Deutsche Bank AG New York Branch, as
    Administrative Agent, Banc of America Securities LLC, as
    Syndication Agent, Deutsche Bank Securities LLC and Banc of
    America Securities LLC, as Joint Book Running Managers and
    Deutsche Bank Securities Inc. as Lead Arranger (incorporated by
    reference to Exhibit 10.2 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455). 136




---



##### Table of Contents



ExhibitNumber

Title10.4

Amendment No. 1, dated as of March 18, 2009, to the
    Credit Agreement included as Exhibit 10.3 hereto.10.5

Doles Supplementary Executive Retirement Plan, effective
    January 1, 1989, First Restatement (incorporated by
    reference to Exhibit 10(c) to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 1990, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.6

Doles Executive Deferred Compensation Plan (incorporated
    by reference to Exhibit 10.9 to Doles Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1994, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000,
    File No. 1-4455).10.7

Doles 1996 Non-Employee Directors Deferred Stock and Cash
    Compensation Plan, as amended effective October 9, 1998
    (incorporated by reference to Exhibit 10 to Doles
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended October 10, 1998, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.8*

Schedule of executive officers having Form 1 Change of
    Control Agreement.10.9

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

Ratio of Earnings to Fixed Charges.21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP.31.1*

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

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

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

Certification by the Vice President and Chief Financial Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.     
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004, File
    No. 333-106493
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Annual Report on
    Form 10-K,
    filed with the Commission on March 23, 2007, File
    No. 1-4455
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Current Report on Form 8-K, filed
    with the Commission on March 24, 2009, File No. 1-4455*
    
    Filed herewith**
    
    Furnished herewith 137




---



##### Table of Contents



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

Chairman and Director

March 27, 2009/s/  David
    A. DeLorenzoDavid
    A. DeLorenzo

President and Chief Executive Officer 
    and Director

March 27, 2009/s/  C.
    Michael CarterC.
    Michael Carter

Executive Vice President, General 
    Counsel and Corporate Secretary
    and Director

March 27, 2009/s/  Scott
    A. GriswoldScott
    A. Griswold

Executive Vice President, Corporate Development and Director

March 27, 2009/s/  Roberta
    WiemanRoberta
    Wieman

Executive Vice President, Chief of Staff and Director

March 27, 2009/s/  Joseph
    S. TesorieroJoseph
    S. Tesoriero

Vice President and Chief Financial Officer

March 27, 2009/s/  Yoon
    J. HughYoon
    J. Hugh

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

March 27, 2009 138




---



##### Table of Contents



/s/  Andrew
    J. ConradAndrew
    J. Conrad

Director

March 27, 2009/s/  Justin
    MurdockJustin
    Murdock

Vice President, New Products and Corporate Development and
    Director

March 27, 2009/s/  Edward
    C. RoohanEdward
    C. Roohan

Director

March 27, 2009  139




---



##### Table of Contents



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








Charged to


Balance atBeginning








Other


End ofof Period


Additions


Deductions(A)


Accounts(B)


Period(In thousands)Year Ended January 3, 2009Allowance for doubtful accountsTrade receivables

$
47,238


$
8,438


$
(25,513
)

$
(1,245
)

$
28,918Notes and other current receivables


14,482



2,362



(2,764
)


(1,641
)


12,439Long-term notes and other receivables


18,536



3,362



(3,005
)


1,295



20,188Year Ended December 29, 2007Allowance for doubtful accountsTrade receivables

$
47,806


$
18,060


$
(18,918
)

$
290


$
47,238Notes and other current receivables


14,826



3,098



(3,428
)


(14
)


14,482Long-term notes and other receivables


17,927



4,011



(7,205
)


3,803



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

$
44,154


$
16,259


$
(9,857
)

$
(2,750
)

$
47,806Notes and other current receivables


14,431



2,382



(1,936
)


(51
)


14,826Long-term notes and other receivables


12,583



2,045



(1,161
)


4,460



17,927     Note:
  (A)
    
    Includes write-offs of uncollectible amounts  (B)
    
    Includes purchase accounting and transfers among balance sheet
    accounts 140




---



##### Table of Contents



Exhibit Index
  ExhibitNumber

Title3.1(a)

Amended and Restated Certificate of Incorporation of Dole Food
    Company, Inc. (incorporated by reference to Exhibit 3.1 to
    Doles Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 22, 2003, File
    No. 1-4455).3.1(b)

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

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

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

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

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



ExhibitNumber

Title3.1(o)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



ExhibitNumber

Title3.1(ae)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



ExhibitNumber

Title3.1(at)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



ExhibitNumber

Title3.1(br)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



ExhibitNumber

Title4.15

Indenture, dated as of March 18, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and U.S. Bank
    National Association, as trustee, pursuant to which
    $349,903,000 of Doles 13.875% senior secured notes
    due 2014 were issued.4.16

Form of Global Note and Guarantee for Doles 13.875%
    senior secured notes due 2014 (included as Exhibits A and
    D, respectively to Exhibit Number 4.15 hereto).4.17

Registration Rights Agreement, dated as of March 18, 2009,
    among Dole Food Company, Inc. and the guarantors named therein,
    as issuers, and Deutsche Bank Securities, Inc., Banc of America
    Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA,
    Inc. and Goldman, Sachs & Co., as initial purchasers10.1

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

Amendment No. 1, dated as of March 18, 2009, to the
    Credit Agreement included as Exhibit 10.1 hereto.10.3

Credit Agreement, dated as of April 12, 2006, among DHM
    Holding Company, Inc., a Delaware corporation, Dole Holding
    Company, LLC, a Delaware limited liability company, Dole Food
    Company, Inc., a Delaware corporation, the Lenders party hereto
    from time to time, Deutsche Bank AG New York Branch, as
    Administrative Agent, Banc of America Securities LLC, as
    Syndication Agent, Deutsche Bank Securities LLC and Banc of
    America Securities LLC, as Joint Book Running Managers and
    Deutsche Bank Securities Inc. as Lead Arranger (incorporated by
    reference to Exhibit 10.2 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455).10.4

Amendment No. 1, dated as of March 18, 2009, to the
    Credit Agreement included as Exhibit 10.3 hereto.10.5

Doles Supplementary Executive Retirement Plan, effective
    January 1, 1989, First Restatement (incorporated by
    reference to Exhibit 10(c) to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 1990, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.6

Doles Executive Deferred Compensation Plan (incorporated
    by reference to Exhibit 10.9 to Doles Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 1994, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000,
    File No. 1-4455).10.7

Doles 1996 Non-Employee Directors Deferred Stock and Cash
    Compensation Plan, as amended effective October 9, 1998
    (incorporated by reference to Exhibit 10 to Doles
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended October 10, 1998, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455).10.8*

Schedule of executive officers having Form 1 Change of
    Control Agreement.10.9

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

Ratio of Earnings to Fixed Charges.21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP.31.1*

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




---



##### Table of Contents



ExhibitNumber

Title31.2*

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

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

Certification by the Vice President and Chief Financial Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act.    
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004, File
    No. 333-106493
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Annual Report on
    Form 10-K,
    Filed with the Commission on March 23, 2007, File
    No. 1-4455.
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Current Report on Form
    8-K, filed
    with the Commission on March 24, 2009, File No. 1-4455*
    
    Filed herewith**
    
    Furnished herewith