##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 30, 2006oro

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




---



##### 



DOLE FOOD
    COMPANY, INC.
  FORM 10-K
 Fiscal
    Year Ended December 30, 2006
  
  TABLE OF
    CONTENTS
  Item NumberIn
    Form 10-K



PagePART I1.


Business


11A.


Risk
    Factors


101B.


Unresolved Staff
    Comments


162.


Properties


163.


Legal
    Proceedings


184.


Submission of
    Matters to a Vote of Security Holders


21PART II5.


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


226.


Selected Financial
    Data


237.


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


247A.


Quantitative and
    Qualitative Disclosures About Market Risk


428.


Financial
    Statements and Supplementary Data


459.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


1019A.


Controls and
    Procedures


1019B.


Other
    Information


101PART III10.


Directors and
    Executive Officers of the Registrant


10111.


Executive
    Compensation


10312.


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


11313.


Certain
    Relationships and Related Transactions


11314.


Principal
    Accountant Fees and Services


115PART IV15.


Exhibits and
    Financial Statement Schedules


116Signatures


123EXHIBIT 3.1(BT)EXHIBIT 3.2(C)EXHIBIT 12EXHIBIT 21EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   i




---



##### Table of Contents



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




---



##### Table of Contents



ready-to-eat ready-to-eat
  ®
  12-36%
  Competitive
    Strengths
    
    Market Share Leader.  Our most significant
    products hold the number 1 or number 2 positions in the
    respective markets in which we compete. We maintain
    number 1 market share positions in North American bananas,
    North American iceberg lettuce, celery, cauliflower, winter
    fruits exported from Chile, and packaged fruit products,
    including our line of plastic fruit cups called FRUIT BOWLS,
    FRUIT BOWLS in Gel and our new fruit parfaits. In addition, we
    believe that we are the only fully integrated fresh-cut flower
    and bouquet supplier of our size in North America.
    Strong Global Brand.  Consumer and
    institutional recognition of the DOLE trademark and related
    brands and the association of these brands with high quality
    food products contribute significantly to our leading positions
    in the markets that we serve. By implementing a global marketing
    program, we have made the distinctive red DOLE
    letters and sunburst a familiar symbol of freshness and quality
    recognized around the world. We believe that opportunities exist
    to leverage the DOLE brand through product extensions and new
    product introductions.
    Low-Cost Production Capabilities.  We believe
    we are one of the lowest cost producers of many of our major
    product lines, including bananas, North American fresh
    vegetables and packaged fruit products. Over the last several
    years we have undertaken various initiatives to achieve this
    low-cost position, including leveraging our global logistics
    infrastructure more efficiently. We intend to maintain these
    low-cost positions through a continued focus on operating
    efficiency. 2




---



##### Table of Contents




    State-of-the-Art
    Infrastructure.  We have made significant
    investments in our production, processing, transportation and
    distribution infrastructure with the goal of efficiently
    delivering the highest quality and freshest product to our
    customers. We own or lease over 60 processing, ripening and
    distribution centers, and the largest dedicated refrigerated
    containerized shipping fleet in the world, with 25 ships and
    approximately 14,200 refrigerated containers. The investments in
    our infrastructure should allow for continued growth in the near
    term. In addition, our market-leading logistics and distribution
    capabilities allow us to act as a preferred fresh and packaged
    food provider to leading global supermarkets and mass
    merchandisers.
    Diversity of Sourcing Locations.  We currently
    source our fresh fruits, vegetables and fresh-cut flowers from
    70 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 34% of our Latin bananas in 2006.
    The diversity of our production sources reduces our risk from
    exposure to natural disasters and political disruptions in any
    one particular country.
    Experienced Management Team.  Our management
    team has a demonstrated history of delivering strong operating
    results through disciplined execution. The current management
    team has been instrumental in our continuing drive to transform
    Dole from a production driven company into a sales and marketing
    driven one.  Business
    Strategy
    
    Leveraging our Strong Brand and Market Leadership
    Position.  Our most significant products hold
    number 1 or number 2 market positions in the respective
    markets in which we compete. We intend to maintain those
    positions and continue to expand our leadership both in new
    product areas and with new customers. We have a history of
    leveraging our strong brand to successfully enter, and in many
    cases become the leading player in, value-added food categories.
    For example, we attained the number 1 market share in the
    plastic fruit cups category only 4 years after introducing
    FRUIT BOWLS and FRUIT BOWLS in Gel. We intend to continue to
    evaluate and to strategically introduce other branded products
    in the value-added sectors of our business.
    Focusing on Value-Added Products.  Since 1995,
    we have successfully shifted our product mix toward value-added
    food categories and away from commodity fruits and vegetables.
    For example, we have found major success in our
    ready-to-eat
    salad lines and, most recently, FRUIT BOWLS, FRUIT BOWLS in Gel
    and fruit parfaits. These value-added food categories are
    growing at a faster rate than our traditional commodity
    businesses and are generating healthy margins. Overall, we have
    significantly increased our percentage of revenue from
    value-added products. This shift has been most pronounced in our
    fresh vegetables and packaged foods businesses, where
    value-added products now account for approximately 50% and 55%
    of those businesses respective revenues. We plan to
    continue to address the growing demand for convenient and
    innovative products by investing in our higher margin,
    value-added food businesses.
    Further Improving Operating Efficiency and Cash
    Flow.  We intend to continue to focus on profit
    improvement initiatives and maximizing cash flow. We will
    continue to:  
    analyze our current customer base and focus on profitable
    relationships with strategically important customers;
    leverage our purchasing power to reduce our costs of raw
    materials;
    make focused capital investments to improve
    productivity; and
    sell unproductive assets.  Business
    Segments
   3




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##### Table of Contents



Form 10-K.
  Fresh
    Fruit
    Bananas
        European
    Ripening and Distribution
    Fresh
    Pineapples
  ® ®
 4




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##### Table of Contents



Dole
    Chile
    Fresh
    Vegetables
    Commodity
    Vegetables
    Value-Added
  ready-to-eat ready-to-eat 12-week
  Packaged
    Foods
   5




---



##### Table of Contents



Fresh-Cut
    Flowers
        Global
    Logistics
   6




---



##### Table of Contents



Customers
    Sales and
    Marketing
  ready-to-eat
  Competition
    Employees
    Research
    and Development
   7




---



##### Table of Contents



on-site
  Trademark
    Licenses
    Environmental
    and Regulatory Matters
          Legal
    Proceedings
  Form 10-K.
 8




---



##### Table of Contents



Trade
    Issues
              Seasonality
   9




---



##### Table of Contents



Item 1A.
    Risk
    Factors  RISK
    FACTORS
  Form 10-K,
  Adverse
    weather conditions and crop disease can impose costs on our
    business.
      Our
    business is highly competitive and we cannot assure you that we
    will maintain our current market share.
      
    Some of our competitors may have greater operating flexibility
    and, in certain cases, this may permit them to respond better 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.
     10




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##### Table of Contents



Our
    earnings are subject to seasonal variability.
    
    the seasonality of our supplies and consumer demand;
    the ability to process products during critical harvest
    periods; and
    the timing and effects of ripening and perishability.    Currency
    exchange fluctuations may impact the results of our
    operations.
  yen-to-U.S. dollar euro-to-U.S. dollar
  We face
    risks related to our former use of the pesticide DBCP.
  10-K.
  Our
    substantial indebtedness could adversely affect our operations,
    including our ability to perform our obligations under the notes
    and our other debt obligations.
      
    make it more difficult for us to satisfy our obligations; 11




---



##### 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 to reduce indebtedness or influence
    our decisions about whether to do so;
    increase our vulnerability to general adverse economic and
    industry conditions;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;
    restrict us from making strategic acquisitions or pursuing
    business opportunities;
    place us at a competitive disadvantage compared to our
    competitors that have relatively less indebtedness; and
    limit, along with the restrictive covenants in our credit
    facilities and senior notes indentures, among other things, our
    ability to borrow additional funds. Failing to comply with those
    covenants could result in an event of default which, if not
    cured or waived, could have a material adverse effect on our
    business, financial condition and results of operations.  The
    financing arrangements for the going-private merger transactions
    may increase our exposure to tax liability.
    Restrictive
    covenants in our debt instruments restrict or prohibit our
    ability to engage in or enter into a variety of transactions,
    which could adversely affect us.
    
    incur additional indebtedness;
    make restricted payments (including paying dividends on,
    redeeming or repurchasing our capital stock);
    issue preferred stock of subsidiaries;
    make certain investments or acquisitions;
    create liens on our assets to secure debt;
    engage in transactions with affiliates;
    merge, consolidate or transfer substantially all of our
    assets; and
    transfer and sell assets.   12




---



##### Table of Contents



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.      Terrorism
    and the uncertainty of war may have a material adverse effect on
    our operating results.
   13




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##### Table of Contents



Our
    worldwide operations and products are highly regulated in the
    areas of food safety and protection of human health and the
    environment.
  day-to-day
  We are
    subject to the risk of product liability claims.
    We are
    subject to transportation risks.
    The use
    of herbicides and other hazardous substances in our operations
    may lead to environmental damage and result in increased costs
    to us.
   14




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##### Table of Contents



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.
    DISCLOSURE
    REGARDING FORWARD-LOOKING STATEMENTS
   Form 10-K
  Form 10-K
  Form 10-K,
  Forms 10-K, 10-Q 8-K, Form 10-K, Forms 10-K, 10-Q 8-K Form 10-K, Form 10-K,
 15




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      North
    America
    state-of-the-art, ready-to-eat
        Latin
    America
     16




---



##### Table of Contents



Asia
          Europe
    state-of-the-art, ready-to-eat
 17




---



##### Table of Contents



Item 3.
    Legal
    Proceedings           18




---



##### Table of Contents



19




---



##### Table of Contents



European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
    Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak: E.
    coli ®
  E. coli E. coli
 20




---



##### Table of Contents



E. coli
  E. coli E. coli E. coli
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   21




---



##### 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.
 22




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Year


Year


Year


Three Quarters


Quarter


YearEnded


Ended


Ended


Ended


Ended


EndedDecember 30,


December 31,


January 1,


January 3,


March 22,


December 28,2006


2005


2005


2004


2003


2002Successor


Successor


Successor


Successor


Predecessor


Predecessor(In millions)Summary of OperationsRevenues, net

$
6,171


$
5,827


$
5,285


$
3,675


$
1,068


$
4,362Cost of products sold


5,632



5,142



4,546



3,190



890



3,670Gross margin


539



685



739



485



178



692Selling, marketing and general and
    administrative expenses


453



460



422



319



89



418Operating income


86



225



317



166



89



274Interest expense  net


168



137



148



120



17



69Other income (expense) 
    net


15



(5
)


(9
)


(19
)






2Income (loss) from continuing
    operations before income taxes, minority interest expense and
    equity earnings


(67
)


83



160



27



72



207Income taxes


20



45



26



7



13



54Minority interest expense, net of
    income taxes


5



3



10



3



1



6Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






(7
)


(10
)


(6
)


(3
)


(9
)Income (loss) from continuing
    operations, net of income taxes


(92
)


42



134



23



61



156Income from discontinued
    operations, net of income taxes






2















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


3



















Income (loss) before cumulative
    effect of a change in accounting principle


(89
)


44



134



23



61



156Cumulative effect of a change in
    accounting principle






















120Net income (loss)

$
(89
)

$
44


$
134


$
23


$
61


$
36Balance Sheet and Other
    InformationWorking capital

$
686


$
535


$
423


$
279






$
715Total assets


4,608



4,410



4,322



3,988







3,037Long-term debt


2,316



2,001



1,837



1,804







882Total debt


2,364



2,027



1,869



1,851







1,125Total shareholders equity


335



617



678



456







745Cash dividends


164



77



20







8



34Capital additions


119



146



102



102



4



234Depreciation and amortization


149



150



145



107



25



107        23




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  2006
    Overview
    E. Coli
  year-over-year
   24




---



##### Table of Contents



Results
    of Operations
    Year Ended


Year Ended


Year EndedDecember 30,


December 31,


January 1,2006


2005


2005(In thousands)Revenues, net

$
6,171,464


$
5,826,785


$
5,284,731Operating income


85,619



224,591



316,706Interest income and other income
    (expense), net


22,416



696



(4,530
)Interest expense


174,715



142,452



152,503Income taxes


19,995



44,356



25,530Minority interest expense and
    equity in earnings of unconsolidated subsidiaries, net of income
    taxes


5,356



(3,382
)


(131
)Income from discontinued
    operations, net of income taxes


234



2,235



144Gain on disposal of discontinued
    operations, net of income taxes


2,814







Net income (loss)


(88,983
)


44,096



134,418   Revenues
      Operating
    Income
   25




---



##### Table of Contents



Interest
    Income and Other Income (Expense), Net
         26




---



##### Table of Contents



Interest
    Expense
      Income
    Taxes
  non-U.S. taxable
        Minority
    Interest and Equity in Earnings of Unconsolidated
    Subsidiaries
       27




---



##### Table of Contents



Discontinued
    Operation
    Segment
    Results of Operations
     28




---



##### Table of Contents



2006


2005


2004(In thousands)Revenues from external customersFresh fruit

$
3,989,490


$
3,717,020


$
3,535,666Fresh vegetables


1,082,416



1,083,227



887,409Packaged foods


938,336



854,230



691,780Fresh-cut flowers


160,074



171,259



169,845Corporate


1,148



1,049



31$
6,171,464


$
5,826,785


$
5,284,731EBITFresh fruit

$
108,302


$
205,191


$
257,880Fresh vegetables


(7,301
)


11,375



58,645Packaged foods


91,392



87,495



64,191Fresh-cut flowers


(57,001
)


(5,094
)


1,853Total operating segments


135,392



298,967



382,569Corporate


(32,713
)


(70,298
)


(70,262
)Interest expense


174,715



142,452



152,503Income taxes


19,995



44,356



25,530Income (loss) from continuing
    operations, net of income taxes

$
(92,031
)

$
41,861


$
134,274   2006
    Compared with 2005
  Fresh Fruit:
    Fresh Vegetables:
 29




---



##### Table of Contents



E. coli
    E.
    coli ®
  Packaged Foods:
    Fresh-cut Flowers:
    Corporate:
  2005
    Compared with 2004
  Fresh Fruit:
 30




---



##### Table of Contents



Fresh Vegetables:
    Packaged Foods:
    Fresh-cut Flowers:
    Corporate:
 31




---



##### Table of Contents



Liquidity
    and Capital Resources
      Payments Due by PeriodLess Than








After1 Year


1-2 Years


3-4 Years


4 Years


Total(In thousands)Contractual obligations Fixed rate
    debt

$



$
350,000


$
600,000


$
155,000


$
1,105,000Variable rate debt


44,256



20,500



19,578



1,086,467



1,170,801Capital lease obligations


4,328



7,924



7,329



68,799



88,380Non-cancelable operating lease
    commitments


110,055



186,341



72,902



69,802



439,100Cancelable operating lease
    commitments


10,625



21,734



22,660



52,823



107,842Purchase obligations


698,701



747,071



334,768



195,509



1,976,049Minimum required pension funding


8,635



43,693



39,288



78,883



170,499Postretirement benefit payments


6,130



12,369



12,177



28,481



59,157Interest payments on fixed and
    variable rate debt


178,892



331,304



226,405



144,663



881,264Total contractual cash obligations

$
1,061,622


$
1,720,936


$
1,335,107


$
1,880,427


$
5,998,092   Long-Term Debt:
    Capital Lease Obligations:
  Operating Lease Commitments:
    Purchase Obligations:
 32




---



##### Table of Contents



Interest payments on fixed and variable rate
    debt:
  Other Obligations and Commitments:
      2006


2005


2004(In thousands)Cash flow provided by (used in):Operating activities

$
15,921


$
72,589


$
217,392Investing activities


(117,000
)


(164,323
)


(281,584
)Financing activities


142,832



69,937



107,571Foreign currency impact


1,849



(8,608
)


2,356Increase (decrease) in cash

$
43,602


$
(30,405
)

$
45,735   Operating Activities:
   33




---



##### Table of Contents



Investing Activities:
  Financing Activities:
    Capital Contribution and Return of Capital:
      Debt Refinancing:
   34




---



##### Table of Contents



Form 10-K Form 10-K.
         35




---



##### Table of Contents



Form 10-K,
      Critical
    Accounting Policies and Estimates
      Application of Purchase Accounting: Business Combinations.
     36




---



##### Table of Contents



Grower Advances:
  Long-Lived Assets:
  1) Property, Plant and Equipment and Amortized
    Intangibles:
    2) Goodwill and Indefinite-Lived Intangible
    Assets:
   37




---



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Income Taxes:
      Pension and Other Postretirement Benefits:
     38




---



##### Table of Contents



Litigation:
  Recently
    Adopted and Recently Issued Accounting Pronouncements
    Other
    Matters
  European Union Banana Import Regime:
     39




---



##### Table of Contents



Impact of Hurricane Katrina:
    Restructurings and Related Asset Impairments
     40




---



##### Table of Contents



Supplemental
    Financial Information
    December 30,


December 31,2006


2005(In thousands)Balance Sheet Data:Total working capital (current
    assets less current liabilities)

$
686,212


$
534,663Total assets

$
4,607,994


$
4,409,727Total debt

$
2,364,181


$
2,027,257Total shareholders equity

$
335,212


$
616,543   Year


Year


YearEnded


Ended


EndedDecember 30,


December 31,


January 1,2006


2005


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

$
(88,983
)

$
44,096


$
134,418Income from discontinued
    operations, net of income taxes


(234
)


(2,235
)


(144
)Gain on disposal of discontinued
    operations, net of income taxes


(2,814
)






Interest expense


174,715



142,452



152,503Income taxes


19,995



44,356



25,530Depreciation and amortization


148,700



149,134



144,411EBITDA

$
251,379


$
377,803


$
456,718EBITDA margin


4.1
%


6.5
%


8.6
%Capital expenditures

$
119,335


$
146,306


$
101,667      41




---



##### Table of Contents



Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Accounting for Derivative Instruments
    and Hedging Activities
  Interest Rate Risk:
         42




---



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Foreign Currency Exchange Risk:
             43




---



##### Table of Contents



Gross Notional Value


UnrecognizedParticipating








Gains


Average Strike


SettlementForwards


Forwards


Total


(Losses)


Price


YearForeign Currency
    Hedges(Buy/Sell):U.S Dollar/Japanese yen

$
72,476


$
73,950


$
146,426


$
2,873


JPY


114.5



2007U.S Dollar/Euro


168,524







168,524



(1,046
)

EUR


1.30



2007U.S Dollar/Canadian Dollar


19,050







19,050



537


CAD


1.13



2007Chilean peso/U.S. Dollar


9,609



9,323



18,932



95


CLP


532.1



2007Colombian peso/U.S. Dollar


17,506



14,094



31,600



279


COP


2,269.7



2007Philippine peso/U.S. Dollar






34,434



34,434



788


PHP


50.10



2007Euro/South African Rand






5,388



5,388






EUR/ZAR


9.43



2007South African Rand/Euro






5,388



5,388






EUR/ZAR


9.45



2007Total

$
287,165


$
142,577


$
429,742


$
3,526   Commodity Sales Price Risk:
  Commodity Purchase Price Risk:
    Counterparty Risk:
 44




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  I.
    Index to
    Consolidated Financial Statements of Dole Food Company,
    Inc.  Form 10-KPageAudited Financial Statements
    for the Three Years Ended December 30, 2006:Report of
    Independent Registered Public Accounting Firm


46Consolidated
    Statements of Operations for the Years Ended December 30,
    2006, December 31, 2005 and January 1, 2005


47Consolidated
    Balance Sheets as of December 30, 2006 and
    December 31, 2005


48Consolidated
    Statements of Cash Flows for the Years Ended December 30,
    2006, December 31, 2005 and January 1, 2005


49Consolidated
    Statements of Shareholders Equity for the Years Ended
    December 30, 2006, December 31, 2005 and
    January 1, 2005


51Notes to
    Consolidated Financial Statements


52II.  Supplementary
    DataQuarterly Financial
    Information (Unaudited)


100  45




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Deloitte &
    Touche LLP
    46




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the Years Ended December 30, 2006,
    December 31, 2005 and January 1, 2005
  2006


2005


2004(In thousands)Revenues, net

$
6,171,464


$
5,826,785


$
5,284,731Cost of products sold


5,632,278



5,142,028



4,545,894Gross margin


539,186



684,757



738,837Selling, marketing and general and
    administrative expenses


453,567



460,166



422,131Operating income


85,619



224,591



316,706Other income (expense), net


15,176



(5,353
)


(8,737
)Interest income


7,240



6,049



4,207Interest expense


174,715



142,452



152,503Income (loss) from continuing
    operations before income taxes, minority interest expense and
    equity earnings


(66,680
)


82,835



159,673Income taxes


19,995



44,356



25,530Minority interest expense, net of
    income taxes


5,533



3,244



10,200Equity in earnings of
    unconsolidated subsidiaries, net of income taxes


(177
)


(6,626
)


(10,331
)Income (loss) from continuing
    operations, net of income taxes


(92,031
)


41,861



134,274Income from discontinued
    operations, net of income taxes


234



2,235



144Gain on disposal of discontinued
    operations, net of income taxes


2,814







Net income (loss)

$
(88,983
)

$
44,096


$
134,418    47




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    BALANCE SHEETS
 As of December 30, 2006 and December 31,
    2005
  2006


2005(In thousands,except share data)ASSETSCash and cash equivalents

$
92,414


$
48,812Receivables, net of allowances of
    $62,632 and $58,585, respectively


745,730



637,636Inventories


661,552



623,497Prepaid expenses


65,388



58,864Deferred income tax assets


66,606



34,756Assets held for sale


31,588



Total current assets


1,663,278



1,403,565Investments


62,736



76,753Property, plant and equipment, net
    of accumulated depreciation of $840,891 and $705,115,
    respectively


1,461,961



1,508,597Goodwill


545,740



540,280Intangible assets, net


726,689



726,700Other assets, net


147,590



153,832Total assets

$
4,607,994


$
4,409,727LIABILITIES AND
    SHAREHOLDERS EQUITYAccounts payable

$
454,685


$
411,451Accrued liabilities


473,797



431,037Current portion of long-term debt


14,455



25,020Notes payable


34,129



1,394Total current liabilities


977,066



868,902Long-term debt


2,315,597



2,000,843Deferred income tax liabilities


346,595



355,647Other long-term liabilities


608,191



546,305Minority interests


25,333



21,487Commitments and contingencies
    (Notes 15 and 17)Shareholders equityCommon stock 
    $0.001 par value; 1,000 shares authorized, issued and
    outstanding






Additional paid-in capital


409,032



440,032Retained earnings (deficit)


(59,683
)


192,991Accumulated other comprehensive
    loss


(14,137
)


(16,480
)Total shareholders equity


335,212



616,543Total liabilities and
    shareholders equity

$
4,607,994


$
4,409,727    48




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the Years Ended December 30, 2006,
    December 31, 2005 and January 1, 2005
  2006


2005


2004(In thousands)Operating ActivitiesNet income (loss)

$
(88,983
)

$
44,096


$
134,418Adjustments to reconcile net
    income (loss) to net cash provided by operating activities:Depreciation and amortization


149,347



149,809



144,993Purchase accounting
    step-up of
    inventory










4,181Foreign currency exchange (gains)
    losses


(10,671
)


(41,503
)


9,567Asset write-offs, impairments and
    net (gain) loss on sale of assets


20,760



(8,214
)


(6,065
)Minority interests and equity
    earnings, net


5,356



(3,382
)


(131
)Amortization of debt issuance costs


4,411



5,919



8,871Write-off of debt issuance costs


8,133



10,722



2,656Provision for deferred income taxes


(23,151
)


(31,918
)


(1,599
)Pension and other postretirement
    benefit plan expense


15,383



19,760



21,323Loss on early retirement of debt






33,047



Other


2,062



3,799



2,789Changes in operating assets and
    liabilities, net of effects from acquisitions and dispositions:Receivables


(49,665
)


(41,837
)


(27,067
)Inventories


(47,859
)


(120,342
)


(50,136
)Prepaid expenses and other assets


(1,993
)


(18,400
)


(1,100
)Accounts payable


(4,613
)


76,218



26,770Accrued liabilities


25,445



(18,342
)


(49,394
)Other long-term liabilities


11,959



13,157



(2,684
)Cash flow provided by operating
    activities


15,921



72,589



217,392Investing ActivitiesProceeds from sales of assets


14,963



11,729



11,435Proceeds from sales of investments
    and businesses, net of cash disposed


16,310



7,402



Acquisitions and investments, net
    of cash acquired


(22,950
)


(51,460
)


(189,691
)Capital additions


(125,056
)


(131,495
)


(101,667
)Repurchase of common stock in
    going-private merger transaction


(267
)


(499
)


(1,300
)Transaction costs paid in
    going-private merger transaction










(361
)Cash flow used in investing
    activities


(117,000
)


(164,323
)


(281,584
)Financing ActivitiesShort-term debt borrowings


101,381



18,183



57,201Short-term debt repayments


(52,872
)


(26,616
)


(35,261
)Long-term debt borrowings, net of
    debt issuance costs


2,260,545



1,575,869



606,070Long-term debt repayments


(1,969,698
)


(1,417,413
)


(594,838
)Capital contribution from parent


28,390







100,000Return of capital to parent


(59,390
)






Dividends paid to minority
    shareholders


(1,833
)


(2,836
)


(5,601
)Dividends paid to parent


(163,691
)


(77,250
)


(20,000
)Cash flow provided by financing
    activities


142,832



69,937



107,571Effect of foreign currency
    exchange rate changes on cash


1,849



(8,608
)


2,356Increase (decrease) in cash and
    cash equivalents


43,602



(30,405
)


45,735Cash and cash equivalents at
    beginning of period


48,812



79,217



33,482Cash and cash equivalents at end
    of period

$
92,414


$
48,812


$
79,217  49




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Continued
 For the Years Ended December 30, 2006, December 31,
    2005 and January 1, 2005
  Supplemental
    cash flow information
           50




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 For the Years Ended December 30, 2006,
    December 31, 2005 and January 1, 2005
  Accumulated OtherComprehensive Income (Loss)Common





Additional


Retained


Pension & Other


Cumulative


Unrealized


TotalShares


Common


Paid-In


Earnings


Post-retirement


Translation


Gains (Losses)


Shareholders


ComprehensiveOutstanding


Stock


Capital


(Deficit)


Benefits


Adjustment


on Hedges


Equity


Income (Loss)(In thousands)Balance at January 3, 2004


1


$



$
340,032


$
118,033


$
(3,845
)

$
18,609


$
(16,401
)

$
456,428


$
44,536Net income














134,418















134,418


$
134,418Unrealized foreign currency
    translation and hedging gains






















16,354



5,018



21,372



21,372Reclassification of realized losses
    to net income


























11,582



11,582



11,582Additional minimum pension liability


















(19,621
)










(19,621
)


(19,621
)Cash dividends














(20,000
)














(20,000
)


Non-cash dividends














(6,306
)














(6,306
)


Capital contribution by Dole
    Holding Company, LLC










100,000



















100,000



Balance at January 1, 2005


1


$



$
440,032


$
226,145


$
(23,466
)

$
34,963


$
199


$
677,873


$
147,751Net income














44,096















44,096


$
44,096Unrealized foreign currency
    translation and hedging gains (losses)






















(31,530
)


5,465



(26,065
)


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


























(2,842
)


(2,842
)


(2,842
)Additional minimum pension liability


















731











731



731Cash dividends














(77,250
)














(77,250
)


Balance at December 31, 2005


1


$



$
440,032


$
192,991


$
(22,735
)

$
3,433


$
2,822


$
616,543


$
15,920Net loss














(88,983
)














(88,983
)

$
(88,983
)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


















(4,799
)










(4,799
)


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


















(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


$
(59,683
)

$
(30,780
)

$
20,990


$
(4,347
)

$
335,212


$
(83,394
)    51




---



##### 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:
  Agricultural Costs:
  Shipping and Handling Costs:
  Marketing and Advertising Costs:
 52




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Research and Development Costs:
  Income Taxes:
  Cash and Cash Equivalents:
  Grower Advances:
  Inventories: first-in,
  Investments:
  Property, Plant and Equipment:
  Goodwill and Intangibles:
 53




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Concentration of Credit Risk:
  Fair Value of Financial Instruments:
      Foreign Currency Exchange:
 54




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Leases: Accounting for Leases.
  Guarantees:
  Guarantors Accounting and
    Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others
  Use of Estimates:
  Reclassifications:
  Recently
    Adopted Accounting Pronouncements
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
  Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans
 55




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Recently
    Issued Accounting Pronouncements
  The Fair Value Option for
    Financial Assets and Liabilities  Including an
    amendment of FASB Statement No. 115
  Accounting For Planned Major Maintenance Activities accrue-in-advance built-in-overhaul accrue-in-advance
  Fair Value Measurements
  Accounting for Uncertainty in Income Taxes-an Interpretation
    of FASB Statement No. 109 (FIN 48).
  Note 3 
    Business Dispositions
  Accounting for the Impairment or Disposal of
    Long-Lived Assets
 56




---



##### Table of Contents



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


2005


2004(In thousands)Revenues

$
47,851


$
43,826


$
31,471Income before income taxes

$
397


$
355


$
105Income taxes

$
163


$
164


$
(39
)Income from discontinued
    operations, net of income taxes

$
234


$
191


$
144Gain on disposal of discontinued
    operations, net of income taxes of $2 million

$
2,814







     Note 4 
    Business Acquisitions
  Jamaica
    Producers Group, Ltd.
  On October 3, 2006, Jamaica Producers Group
    Ltd.
 57




---



##### Table of Contents



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

$
42,500Current assets

$
58,280Property, plant and equipment


19,060Intangible assets


9,898Goodwill


24,035Other assets


3,797Total assets acquired


115,070Current liabilities


35,878Other long-term liabilities


16,911Total liabilities assumed


52,789Net assets


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


10,125Less: Goodwill attributable to
    predecessor basis


9,656Net assets acquired

$
42,500       Saba
    Coastal
    Berry
  15-year
  Wood
    Holdings, Inc.
   58




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  15-year
    Note 5 
    Restructurings
    and Related Asset Impairments         59




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 6 
    Income
    Taxes    2006


2005


2004CurrentFederal, state and local

$
27,626


$
52,020


$
13,373Foreign


17,637



25,838



13,71745,263



77,858



27,090DeferredFederal, state and local


(19,611
)


(17,506
)


(909
)Foreign


(5,657
)


(15,996
)


(651
)(25,268
)


(33,502
)


(1,560
)$
19,995


$
44,356


$
25,530             Year


YearYear Ended


Ended


EndedDecember 30,


December 31,


January 1,2006


2005


2005Expense computed at
    U.S. federal statutory income tax rate of 35%

$
(23,338
)

$
28,992


$
55,885Repatriation of certain foreign
    earnings






37,772



Foreign income taxed at different
    rates


36,078



(39,766
)


(38,289
)State and local income tax, net of
    federal income tax expense (benefit)


(2,212
)


(2,028
)


945Valuation allowances


13,848



19,522



7,557Permanent items and other


(4,381
)


(136
)


(568
)Reported income tax expense

$
19,995


$
44,356


$
25,530  60




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    December 30,


December 31,2006


2005Intangibles

$
(277,955
)

$
(273,641
)Property, plant and equipment


(171,616
)


(179,784
)Inventory valuation methods


7,706



3,926Postretirement benefits


67,600



46,079Operating accruals


100,145



96,576Tax credit carryforwards


20,641



18,913Net operating/capital loss
    carryforwards


148,056



136,944Valuation allowances


(170,800
)


(165,051
)Other, net


(3,766
)


(4,853
)$
(279,989
)

$
(320,891
)      61




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
     December 30,


December 31,2006


2005Deferred tax assets

$
541,594


$
525,223Deferred tax asset valuation
    allowance


(170,800
)


(165,051
)370,794



360,172Deferred tax liabilities


(650,783
)


(681,063
)Net deferred tax liabilities

$
(279,989
)

$
(320,891
)Current deferred tax assets
    consist of:Deferred tax assets, net of
    valuation allowance

$
88,853


$
48,541Deferred tax liabilities


(22,247
)


(13,785
)Net current deferred tax assets


66,606



34,756Non-current deferred tax
    liabilities consist of:Deferred tax assets, net of
    valuation allowance


281,941



311,631Deferred tax liabilities


(628,536
)


(667,278
)Net non-current deferred tax
    liabilities


(346,595
)


(355,647
)Net deferred tax liabilities

$
(279,989
)

$
(320,891
)   Income Tax Audits:
  Internal Revenue Service Audit:
 62




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Note 7 
    Details
    of Certain Assets and Liabilities    December 30,


December 31,2006


2005ReceivablesTrade

$
654,785


$
562,232Notes and other


122,994



101,839Grower advances


29,706



32,150Income tax refund


877



808,362



696,221Allowance for doubtful accounts


(62,632
)


(58,585
)$
745,730


$
637,636InventoriesFinished products

$
322,122


$
290,593Raw materials and work in progress


132,047



145,146Crop-growing costs


151,533



139,271Operating supplies and other


55,850



48,487$
661,552


$
623,497       December 30,


December 31,2006


2005Employee-related costs and benefits

$
130,875


$
124,067Amounts due to growers


107,478



91,370Marketing and advertising


61,322



61,180Shipping related costs


50,474



43,080Materials and supplies


26,445



26,673Other


97,203



84,667$
473,797


$
431,037       December 30,


December 31,2006


2005Accrued postretirement and other
    employee benefits

$
258,319


$
233,736Accrued income taxes


279,802



254,487Other


70,070



58,082$
608,191


$
546,305  63




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Note 8 
    Assets
    Held for Sale      December 30,2006(In thousands)Assets held for sale by segment:Fresh fruit

$
28,337Fresh vegetables


3,251Total assets held for sale

$
31,588     Note 9 
    Property,
    Plant and Equipment    December 30,


December 31,2006


2005Land and land improvements

$
754,051


$
750,913Buildings and leasehold
    improvements


430,715



395,240Machinery and equipment


698,051



637,224Vessels and containers


231,640



233,413Vessels and equipment under
    capital leases


96,460



94,045Construction in progress


91,935



102,8772,302,852



2,213,712Accumulated depreciation


(840,891
)


(705,115
)$
1,461,961


$
1,508,597     YearsLand improvements

5 to 40Buildings and leasehold
    improvements

3 to 50Machinery and equipment

2 to 35Vessels and containers

3 to 20Vessels and equipment under
    capital leases

Shorter of useful life 
    or life of lease    64




---



##### Table of Contents



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


Packaged


Fresh-cutFresh Fruit


Vegetables


Foods


Flowers


Other


TotalBalance as of January 1, 2005

$
375,676


$
97,663


$
63,526


$



$



$
536,865Additions


603



185



2,527











3,315Tax-related adjustments


76



20



4











100Balance as of December 31,
    2005

$
376,355


$
97,868


$
66,057


$



$



$
540,280Additions


24,035



















24,035Tax-related adjustments


(13,765
)


(3,994
)


(816
)










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

$
386,625


$
93,874


$
65,241


$



$



$
545,740           December 30,


December 31,2006


2005Amortized intangible assets:Customer relationships

$
48,298


$
38,501Other amortized intangible assets


8,796



9,06457,094



47,565Accumulated
    amortization  customer relationships


(13,056
)


(9,219
)Other accumulated amortization


(6,964
)


(6,164
)Accumulated
    amortization  intangible assets


(20,020
)


(15,383
)Intangible assets, net


37,074



32,182Indefinite-lived intangible assets:Trademark and trade names


689,615



694,518Total identifiable intangible
    assets, net

$
726,689


$
726,700    65




---



##### Table of Contents



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

Amount2007

$
4,3782008


4,3782009


4,3782010


4,3782011


4,378   Goodwill and
    Other Intangible Assets
    Note 11 
    Notes Payable
    and Long-Term Debt    December 30,


December 31,2006


2005Unsecured debt:8.625% notes due 2009

$
350,000


$
350,0007.25% notes due 2010


400,000



400,0008.875% notes due 2011


200,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:Revolving credit facilities


167,600



137,000Term loan facilities


967,688



698,149Contracts and notes, at a
    weighted-average interest rate of 7.5% (6.9% in
    2005) through 2010


2,291



5,952Capital lease obligations


88,380



80,971Unamortized debt discount


(907
)


(1,209
)Notes payable


34,129



1,3942,364,181



2,027,257Current maturities


(48,584
)


(26,414
)$
2,315,597


$
2,000,843  66




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Notes
    and Debentures
            Amendments
    to Credit Facilities
         67




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
     Revolving
    Credit Facilities and Term Loans
            Capital
    Lease Obligations
    Covenants
   68




---



##### Table of Contents



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

Amount2007

$
48,5842008


14,3352009


364,0892010


413,5342011


213,373Thereafter


1,310,266Total

$
2,364,181   Other
    Note 12 
    Employee
    Benefit Plans    15-year
   69




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
     Adoption
    of FAS 158
    Pension
    Protection Act of 2006
    Medicare
    Prescription Drug, Improvement and Modernization Act of
    2003
    Plan
    Amendments
   70




---



##### Table of Contents



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


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedDecember 30,


December 31,


December 30,


December 31,


December 30,


December 31,2006


2005


2006


2005


2006


2005Change in projected benefit
    obligationBenefit obligation at beginning of
    period

$
305,354


$
311,705


$
72,088


$
63,876


$
72,008


$
77,117Service cost


1,550



1,683



4,443



5,489



282



406Interest cost


16,878



17,548



7,165



7,700



3,908



4,186Participant contributions










176



39







Foreign currency exchange rate
    changes










7,894



(1,377
)






Actuarial (gain) loss


11,246



(902
)


9,245



2,498



(3,044
)


1,924Acquisitions










42,340











Divestitures










(212
)










Curtailments, settlements and
    terminations, net










35



971







Benefits paid


(24,842
)


(24,680
)


(9,076
)


(7,108
)


(4,526
)


(4,947
)Plan amendments






















(6,678
)Benefit obligation at end of period

$
310,186


$
305,354


$
134,098


$
72,088


$
68,628


$
72,008Change in plan assetsFair value of plan assets at
    beginning of period

$
230,303


$
223,000


$
3,608


$
2,925


$



$
Actual return on plan assets


26,121



17,961



541



158







Company contributions


5,130



14,022



9,040



7,112



4,526



4,947Participant contributions










176



39







Foreign currency exchange rate
    changes










2,145



138







Benefits paid


(24,842
)


(24,680
)


(9,076
)


(7,108
)


(4,526
)


(4,947
)Acquisitions










28,710











Divestitures










(108
)










Curtailments, settlements and
    terminations, net














(32
)






Other














376







Fair value of plan assets at end of
    period

$
236,712


$
230,303


$
35,036


$
3,608


$



$
Funded status

$
(73,474
)

$
(75,051
)

$
(99,062
)

$
(68,480
)

$
(68,628
)

$
(72,008
)Unrecognized net loss






35,449







6,159







1,021Unrecognized prior service cost
    (benefit)






2







444







(7,287
)Unrecognized net transition
    obligation














216







Net amount recognized

$
(73,474
)

$
(39,600
)

$
(99,062
)

$
(61,661
)

$
(68,628
)

$
(78,274
)Amounts recognized in the
    Consolidated Balance SheetsOther assets

$







$
212






$
Long-term liabilities


(73,474
)






(99,274
)






(68,628
)Prepaid benefit cost





$







$
143






$
Accrued benefit liability






(74,506
)






(65,396
)






(78,274
)Intangible assets






2







621







Accumulated other comprehensive loss






34,904







2,971







Net amount recognized

$
(73,474
)

$
(39,600
)

$
(99,062
)

$
(61,661
)

$
(68,628
)

$
(78,274
)  71




---



##### Table of Contents



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


InternationalPlans


Pension Plans


OPRB Plans(In thousands)Net actuarial loss (gain)

$
37,941


$
15,018


$
(847
)Prior service cost (benefit)


2



407



(6,374
)Net transition obligation






183



Income taxes


(15,535
)


(1,068
)


1,053Total

$
22,408


$
14,540


$
(6,168
)     December 30,


December 31,2006


2005(In thousands)Projected benefit obligation

$
444,046


$
376,955Accumulated benefit obligation

$
406,392


$
366,139Fair value of plan assets

$
271,297


$
233,434   Effect
    of Adopting FAS 158
    Balances Before





Balances AfterAdoptions of





Adoptions ofFAS 158


Adjustments


FAS 158(In thousands)Other assets

$
299


$
(87
)

$
212Long-term liabilities

$
235,039


$
6,337


$
241,376Deferred income tax liabilities

$
(12,373
)

$
(3,178
)

$
(15,551
)Accumulated other comprehensive
    loss

$
(27,534
)

$
(3,246
)

$
(30,780
)Total assets

$
4,608,081


$
(87
)

$
4,607,994Total liabilities

$
4,269,623


$
3,159


$
4,272,782Total shareholders equity

$
338,458


$
(3,246
)

$
335,212  72




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Components
    of Net Periodic Benefit Cost
    U.S Pension Plans


International Pension PlansYear


Year


Year


Year


Year


YearEnded


Ended


Ended


Ended


Ended


EndedDecember 30,


December 31,


January 1,


December 30,


December 31,


January 1,2006


2005


2005


2006


2005


2005Components of net periodic benefit
    costService cost

$
1,550


$
1,683


$
2,780


$
4,443


$
5,489


$
4,098Interest cost


16,878



17,548



16,635



7,165



7,700



5,007Expected return on plan assets


(18,021
)


(18,075
)


(18,795
)


(905
)


(356
)


(247
)Amortization of:Unrecognized net loss


652



862



67



201



129



130Unrecognized prior service cost


1



2



3



69



65



65Unrecognized net transition
    obligation










(1
)


51



49



48Curtailments, settlements and
    terminations, net














1,197



819



6,492$
1,060


$
2,020


$
689


$
12,221


$
13,895


$
15,593   OPRB PlansYear


Year


YearEnded


Ended


EndedDecember 30,


December 31,


January 1,2006


2005


2005Components of net periodic benefit
    costService cost

$
282


$
406


$
93Interest cost


3,908



4,186



5,058Amortization of:Unrecognized net loss (gain)


(112
)






28Unrecognized prior service benefit


(914
)


(747
)


(138
)Curtailments, settlements and
    terminations, net


(1,062
)






$
2,102


$
3,845


$
5,041    73




---



##### Table of Contents



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


Pension Plans


OPRB Plans2006


2005


2006


2005


2006


2005Rate assumptions:Discount rate


5.75
%


5.75
%


6.61
%


9.08
%


5.91
%


5.64
%Rate of compensation increase


2.50
%


2.50
%


5.15
%


7.08
%






4.76
%     InternationalU.S. Pension Plans


Pension Plans


OPRB Plans2006


2005


2006


2005


2006


2005Rate assumptions:Discount rate


5.75
%


5.75
%


10.17
%


8.94
%


5.74
%


5.75
%Compensation increase


2.50
%


4.20
%


7.02
%


6.75
%


4.95
%


4.50
%Rate of return on plan assets


8.25
%


8.50
%


7.12
%


12.33
%






       Year Ended


Year EndedDecember 30,


December 31,Fiscal Year

2006


2005Health 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


2010



2010     One-Percentage-Point


One-Percentage-PointIncrease


DecreaseIncrease (decrease) in service and
    interest cost

$
330


$
(285
)Increase (decrease) in
    postretirement benefit obligation

$
5,327


$
(4,604
)  74




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Plan
    Assets
    Plan Assets atDecember 30,


December 31,Asset Category

2006


2005Fixed income securities


39
%


39
%Equity securities


59
%


58
%Alternative investments


2
%


3
%Total


100
%


100
%         TargetAsset Class

AllocationFixed income securities


40
%Equity securities


55
%Alternative investments


5
%        75




---



##### Table of Contents



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


PensionFiscal Year

Plans


Plans


OPRB Plans2007

$
24,223


$
5,695


$
6,1302008


24,014



6,515



6,2082009


23,672



7,041



6,1612010


23,508



7,919



6,1312011


23,233



8,403



6,0462012-2016


113,638



50,572



28,481Total

$
232,288


$
86,145


$
59,157   Defined
    Contribution Plans
    Multi-Employer
    Plans
    Note 13 
    Shareholders
    Equity    Dividends
     76




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
       Capital
    Contributions and Return of Capital
      Comprehensive
    Income (Loss)
    Note 14 
    Business Segments
  ready-to-eat
   77




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
          Results
    of Operations:
  2006


2005


2004(In thousands)Revenues from external customersFresh fruit

$
3,989,490


$
3,717,020


$
3,535,666Fresh vegetables


1,082,416



1,083,227



887,409Packaged foods


938,336



854,230



691,780Fresh-cut flowers


160,074



171,259



169,845Corporate


1,148



1,049



31$
6,171,464


$
5,826,785


$
5,284,731EBITFresh fruit

$
108,302


$
205,191


$
257,880Fresh vegetables


(7,301
)


11,375



58,645Packaged foods


91,392



87,495



64,191Fresh-cut flowers


(57,001
)


(5,094
)


1,853Total operating segments


135,392



298,967



382,569Corporate


(32,713
)


(70,298
)


(70,262
)Interest expense


174,715



142,452



152,503Income taxes


19,995



44,356



25,530Income (loss) from continuing
    operations, net of income taxes

$
(92,031
)

$
41,861


$
134,274      78




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Financial
    Position:
  December 30,


December 31,2006


2005(In thousands)Total assetsFresh fruit

$
2,447,156


$
2,301,090Fresh vegetables


479,217



451,490Packaged foods


653,077



639,999Fresh-cut flowers


115,477



153,565Other operating segments






12,478Total operating segments


3,694,927



3,558,622Corporate


913,067



851,105$
4,607,994


$
4,409,727     2006


2005


2004(In thousands)Depreciation and amortizationFresh fruit

$
92,788


$
94,481


$
91,504Fresh vegetables


15,744



15,602



14,789Packaged foods


31,454



30,704



26,012Fresh-cut flowers


4,578



4,603



5,807Other operating segments


647



675



582Corporate


4,136



3,744



6,299$
149,347


$
149,809


$
144,993Capital additionsFresh fruit

$
42,482


$
100,358


$
59,471Fresh vegetables


52,990



17,691



12,219Packaged foods


19,728



21,845



18,382Fresh-cut flowers


1,611



2,324



5,220Other operating segments


1,549



2,555



852Corporate


975



1,533



5,523$
119,335


$
146,306


$
101,667  79




---



##### Table of Contents



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


2005


2004(In thousands)Revenues from external customersUnited States

$
2,752,453


$
2,663,634


$
2,271,153Euro zone countries


1,183,118



1,077,639



1,036,441Japan


579,121



641,969



673,842Sweden


354,484



479,888



462,854Canada


224,906



141,642



99,484Other international


1,077,382



822,013



740,957$
6,171,464


$
5,826,785


$
5,284,731     December 30,


December 31,2006


2005(In thousands)Tangible long-lived assetsUnited States

$
706,929


$
707,690Oceangoing assets


191,544



219,703Philippines


136,228



142,273Costa Rica


120,088



130,421Honduras


80,513



85,184Chile


75,844



83,929Ecuador


69,772



81,323Other international


228,633



211,906$
1,609,551


$
1,662,429   Note 15 
    Operating Leases and Other Commitments
     80




---



##### Table of Contents



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

Cancelable


Non-Cancelable


Total2007

$
10,625


$
110,055


$
120,6802008


10,850



99,693



110,5432009


10,884



86,648



97,5322010


11,213



45,697



56,9102011


11,447



27,205



38,652Thereafter


52,823



69,802



122,625Total

$
107,842


$
439,100


$
546,942           Fiscal Year

Amount2007

$
466,8172008


278,4892009


223,0682010


164,4632011


113,404Thereafter


181,991$
1,428,232    81




---



##### Table of Contents



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

Amount2007

$
231,8842008


183,5962009


61,9182010


45,9182011


10,983Thereafter


13,518$
547,817     Note 16 
    Derivative Financial Instruments
    Accounting for Derivative
    Instruments and Hedging Activities
    Foreign
    Currency Hedges
   82




---



##### Table of Contents



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


UnrecognizedParticipating








Gains


Average Strike


SettlementForwards


Forwards


Total


(Losses)


Price


YearForeign Currency
    Hedges(Buy/Sell):U.S Dollar/Japanese yen

$
72,476


$
73,950


$
146,426


$
2,873



JPY 114.5



2007U.S Dollar/Euro


168,524







168,524



(1,046
)


EUR 1.30



2007U.S Dollar/Canadian Dollar


19,050







19,050



537



CAD 1.13



2007Chilean peso/U.S. Dollar


9,609



9,323



18,932



95



CLP 532.1



2007Colombian peso/U.S. Dollar


17,506



14,094



31,600



279



COP 2,269.7



2007Philippine peso/U.S. Dollar






34,434



34,434



788



PHP 50.10



2007Euro/South African Rand






5,388



5,388







EUR/ZAR  9.43



2007South African Rand/Euro






5,388



5,388







EUR/ZAR  9.45



2007Total

$
287,165


$
142,577


$
429,742


$
3,526      83




---



##### Table of Contents



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


Unrecognized


metric


Settlement(metric tons)


Losses


ton)


YearBunker Fuel Hedges:Houston


12,600


$
(100
)

$
263



2007Rotterdam


106,700



(2,426
)


296



2007Singapore


10,000



(19
)


285



2007Total


129,300


$
(2,545
)       Interest
    Rate and Cross Currency Swaps
       84




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Credit
    Risk
    Note 17 
    Contingencies
               85




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
           86




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
             European Union Antitrust Inquiry and
    U.S. Class Action Lawsuits:
 87




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Honduran Tax Case:
  Hurricane Katrina Cases:
  Spinach E. coli Outbreak: E.
    coli ®
  E. coli E. coli E. coli
 88




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   E. coli E. coli E. coli E. coli
  Note 18 
    Related Party Transactions
        50-50
     89




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
         Note 19 
    Impact of Hurricane Katrina
      Note 20 
    Subsequent Events
   90




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Note 21 
    Guarantor Financial Information
         91




---



##### 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


$
2,895,835


$
4,451,560


$
(1,242,082
)

$
6,171,464Cost of products sold


58,484



2,603,295



4,186,948



(1,216,449
)


5,632,278Gross margin


7,667



292,540



264,612



(25,633
)


539,186Selling, marketing and general and
    administrative expenses


61,050



195,134



223,016



(25,633
)


453,567Operating income (loss)


(53,383
)


97,406



41,596







85,619Equity in subsidiary income


21,154



(42,835
)






21,681



Other income (expense), net


(3,207
)






18,383







15,176Interest income


849



377



6,014







7,240Interest expense


115,505



74



59,136







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


(150,092
)


54,874



6,857



21,681



(66,680
)Income taxes


(61,157
)


34,409



46,743







19,995Minority interest expense, net of
    income taxes


185



3,990



1,358







5,533Equity in earnings of
    unconsolidated subsidiaries, net of income taxes


(137
)


(801
)


761







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


(88,983
)


17,276



(42,005
)


21,681



(92,031
)Income from discontinued
    operations, net of income taxes






234











234Gain on disposal of discontinued
    operations, net of income taxes






2,814











2,814Net income (loss)

$
(88,983
)

$
20,324


$
(42,005
)

$
21,681


$
(88,983
)  92




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
570,215


$
2,285,040


$
4,160,366


$
(1,188,836
)

$
5,826,785Cost of products sold


432,539



2,116,925



3,761,446



(1,168,882
)


5,142,028Gross margin


137,676



168,115



398,920



(19,954
)


684,757Selling, marketing and general and
    administrative expenses


130,927



120,681



228,512



(19,954
)


460,166Operating income


6,749



47,434



170,408







224,591Equity in subsidiary income


156,484



172,347







(328,831
)


Other income (expense), net


(43,701
)






38,348







(5,353
)Interest income


460



1,118



4,471







6,049Interest expense


111,400



31



31,021







142,452Income from continuing operations
    before income taxes, minority interest expense and equity
    earnings


8,592



220,868



182,206



(328,831
)


82,835Income taxes


(34,921
)


64,853



14,424







44,356Minority interest expense, net of
    income taxes


1,461



270



1,513







3,244Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






(145
)


(6,481
)






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


42,052



155,890



172,750



(328,831
)


41,861Income from discontinued
    operations, net of income taxes


2,044



191











2,235Net income

$
44,096


$
156,081


$
172,750


$
(328,831
)

$
44,096  93




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS
  For the
    Year Ended January 1, 2005
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
501,209


$
1,937,608


$
3,926,186


$
(1,080,272
)

$
5,284,731Cost of products sold


390,000



1,725,272



3,494,536



(1,063,914
)


4,545,894Gross margin


111,209



212,336



431,650



(16,358
)


738,837Selling, marketing and general and
    administrative expenses


123,134



109,702



205,653



(16,358
)


422,131Operating income (loss)


(11,925
)


102,634



225,997







316,706Equity in subsidiary income


233,197



190,756







(423,953
)


Other income (expense), net


(50
)






(8,687
)






(8,737
)Interest income


246



265



3,696







4,207Interest expense


132,572



20



19,911







152,503Income from continuing operations
    before income taxes, minority interest expense and equity
    earnings


88,896



293,635



201,095



(423,953
)


159,673Income taxes


(47,219
)


59,527



13,222







25,530Minority interest expense, net of
    income taxes


1,697



2,536



5,967







10,200Equity in earnings of
    unconsolidated subsidiaries, net of income taxes






(124
)


(10,207
)






(10,331
)Income from continuing operations,
    net of income taxes


134,418



231,696



192,113



(423,953
)


134,274Income from discontinued
    operations, net of income taxes






144











144Net income

$
134,418


$
231,840


$
192,113


$
(423,953
)

$
134,418  94




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCurrent AssetsCash and cash equivalents

$
7,322


$
(6
)

$
85,098


$



$
92,414Receivables, net of allowances


306,813



(60,940
)


499,857







745,730Inventories


6,914



296,644



357,994







661,552Prepaid expenses


4,806



15,854



44,728







65,388Deferred income tax assets


29,596



24,754



12,256







66,606Assets held for sale


906



30,682











31,588Total current assets


356,357



306,988



999,933







1,663,278Investments


2,066,747



1,678,629



61,254



(3,743,894
)


62,736Property, plant and equipment, net


288,029



371,014



802,918







1,461,961Goodwill






159,939



385,801







545,740Intangible assets, net


689,829



25,606



11,254







726,689Other assets, net


41,232



8,986



97,372







147,590Total assets

$
3,442,194


$
2,551,162


$
2,358,532


$
(3,743,894
)

$
4,607,994LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
2,530


$
137,012


$
315,143


$



$
454,685Accrued liabilities


70,493



237,295



166,009







473,797Current portion of long-term debt


1,950







12,505







14,455Notes payable










34,129







34,129Total current liabilities


74,973



374,307



527,786







977,066Intercompany payables (receivables)


792,577



36,238



(828,815
)






Long-term debt


1,493,053







822,544







2,315,597Deferred income tax liabilities


290,152



30,760



25,683







346,595Other long-term liabilities


456,227



42,579



109,385







608,191Minority interests






8,278



17,055







25,333Total shareholders equity


335,212



2,059,000



1,684,894



(3,743,894
)


335,212Total liabilities and
    shareholders equity

$
3,442,194


$
2,551,162


$
2,358,532


$
(3,743,894
)

$
4,607,994  95




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
  As of
    December 31, 2005
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCurrent AssetsCash and cash equivalents

$
12,698


$
(5,453
)

$
41,567


$



$
48,812Receivables, net of allowances


121,316



116,226



400,094







637,636Inventories


101,935



171,601



349,961







623,497Prepaid expenses


5,663



10,071



43,130







58,864Deferred income tax assets


15,946



15,282



3,528







34,756Total current assets


257,558



307,727



838,280







1,403,565Investments


2,271,031



1,708,078



75,200



(3,977,556
)


76,753Property, plant and equipment, net


299,100



360,886



848,611







1,508,597Goodwill


18,224



145,702



376,354







540,280Intangible assets, net


710,743



13,687



2,270







726,700Other assets, net


34,679



9,643



109,510







153,832Total assets

$
3,591,335


$
2,545,723


$
2,250,225


$
(3,977,556
)

$
4,409,727LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
(121,890
)

$
249,560


$
283,781


$



$
411,451Accrued liabilities


97,397



178,582



155,058







431,037Current portion of long-term debt


(300
)


885



24,435







25,020Notes payable






1,119



275







1,394Total current liabilities


(24,793
)


430,146



463,549







868,902Intercompany payables (receivables)


1,072,418



(229,126
)


(843,292
)






Long-term debt


1,216,090



2,451



782,302







2,000,843Deferred income tax liabilities


294,420



32,128



29,099







355,647Other long-term liabilities


416,657



39,684



89,964







546,305Minority interests






6,325



15,162







21,487Total shareholders equity


616,543



2,264,115



1,713,441



(3,977,556
)


616,543Total liabilities and
    shareholders equity

$
3,591,335


$
2,545,723


$
2,250,225


$
(3,977,556
)

$
4,409,727  96




---



##### 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
)

$
39,114


$
59,917


$



$
15,921INVESTING ACTIVITIESProceeds from sales of assets


2,318



334



12,311







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






15,296



1,014







16,310Acquisitions and investments, net
    of cash acquired










(22,950
)






(22,950
)Capital additions


(1,154
)


(60,700
)


(63,202
)






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


(267
)














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


897



(45,070
)


(72,827
)






(117,000
)FINANCING ACTIVITIESShort-term debt borrowings






13,032



88,349







101,381Short-term debt repayments






(1,691
)


(51,181
)






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


1,269,405



1,535



989,605







2,260,545Long-term debt repayments


(997,877
)


(1,035
)


(970,786
)






(1,969,698
)Capital contribution from parent


28,390















28,390Return of capital to parent


(59,390
)














(59,390
)Dividends paid to minority
    shareholders






(438
)


(1,395
)






(1,833
)Dividends paid to parent


(163,691
)














(163,691
)Cash flow provided by financing
    activities


76,837



11,403



54,592







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










1,849







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


(5,376
)


5,447



43,531







43,602Cash and cash equivalents at
    beginning of period


12,698



(5,453
)


41,567







48,812Cash and cash equivalents at end
    of period

$
7,322


$
(6
)

$
85,098


$



$
92,414  97




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
570,000


$
566,713


$



$
(1,136,713
)

$
Operating activities


(73,474
)


29,202



116,861







72,589Cash flow provided by operating
    activities


496,526



595,915



116,861



(1,136,713
)


72,589INVESTING ACTIVITIESProceeds from sales of assets


3,016



1,255



7,458







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










7,402







7,402Acquisitions and investments, net
    of cash acquired










(51,460
)






(51,460
)Capital additions


(2,284
)


(30,001
)


(99,210
)






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


(499
)














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


233



(28,746
)


(135,810
)






(164,323
)FINANCING ACTIVITIESShort-term debt borrowings






1,591



16,592







18,183Short-term debt repayments






(10,299
)


(16,317
)






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


604,000



2,055



969,814







1,575,869Long-term debt repayments


(1,020,047
)


(989
)


(396,377
)






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






(1,546
)


(1,290
)






(2,836
)Intercompany dividends






(566,713
)


(570,000
)


1,136,713



Dividends paid to parent


(77,250
)














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


(493,297
)


(575,901
)


2,422



1,136,713



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










(8,608
)






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


3,462



(8,732
)


(25,135
)






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


9,236



3,279



66,702







79,217Cash and cash equivalents at end
    of period

$
12,698


$
(5,453
)

$
41,567


$



$
48,812  98




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
  For the
    Year Ended January 1, 2005
  Dole Food





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
(54,868
)

$
37,027


$
235,233


$



$
217,392INVESTING ACTIVITIESProceeds from sales of assets


3,854



379



7,202







11,435Acquisitions and investments, net
    of cash acquired


(169,629
)


(16,906
)


(3,156
)






(189,691
)Capital additions


(5,940
)


(19,677
)


(76,050
)






(101,667
)Repurchase of common stock in
    going-private merge transaction


(1,300
)














(1,300
)Transaction costs paid in going-
    private merger transaction


(361
)














(361
)Cash flow used in investing
    activities


(173,376
)


(36,204
)


(72,004
)






(281,584
)FINANCING ACTIVITIESShort-term debt borrowings


56



24,617



32,528







57,201Short-term debt repayments






(1,631
)


(33,630
)






(35,261
)Long-term debt borrowings, net of
    debt issuance costs


585,150



837



20,083







606,070Long-term debt repayments


(435,150
)


(851
)


(158,837
)






(594,838
)Dividends paid to minority
    shareholders






(18
)


(5,583
)






(5,601
)Dividends paid to parent


(20,000
)














(20,000
)Capital contribution from parent


100,000















100,000Cash flow provided by (used in)
    financing activities


230,056



22,954



(145,439
)






107,571Effect of foreign currency
    exchange rate changes on cash










2,356







2,356Increase in cash and cash
    equivalents


1,812



23,777



20,146







45,735Cash and cash equivalents at
    beginning of period


7,424



(20,498
)


46,556







33,482Cash and cash equivalents at end
    of period

$
9,236


$
3,279


$
66,702


$



$
79,217  99




---



##### Table of Contents



II.
    Supplementary
    Data  Quarterly
    Financial Information (Unaudited)
    Quarter Ended2006

March 25, 2006


June 17, 2006


October 7, 2006


December 30, 2006Revenues, net

$
1,394,601


$
1,575,197


$
1,773,976


$
1,427,690Gross margin


129,811



180,363



110,758



118,254Income (loss) from continuing
    operations, net of income taxes


(5,965
)


18,298



(56,403
)


(47,961
)Income (loss) from discontinued
    operations, net of income taxes


46



202



256



(270
)Gain on disposal of discontinued
    operations, net of income taxes














2,814Net income (loss)


(5,919
)


18,500



(56,147
)


(45,417
)   Quarter Ended2005

March 26, 2005


June 18, 2005


October 8, 2005


December 31, 2005Revenues, net

$
1,436,186


$
1,514,239


$
1,628,814


$
1,247,546Gross margin


215,399



219,587



162,139



87,632Income (loss) from continuing
    operations, net of income taxes


17,133



32,101



17,513



(24,886
)Income from discontinued
    operations, net of income taxes


21



227



91



1,896Net income (loss)


17,154



32,328



17,604



(22,990
)      100




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 15d-15(e)
  Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    David H. Murdock, Chairman of the Board and Chief Executive
    Officer.
  C. Michael Carter, Executive Vice President, General
    Counsel and Corporate Secretary, and
    Director.
  Andrew J. Conrad, Ph.D.,
    Director.
  Richard J. Dahl, President, Chief Operating Officer and
    Director.
 101




---



##### Table of Contents



David A. DeLorenzo,
    Director.
  Scott A. Griswold, Executive Vice President, Corporate
    Development, and Director. and/or
  Justin M. Murdock, Vice President, New Products and Corporate
    Development, and Director.
  Edward C. Roohan, Director. 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)
 102




---



##### Table of Contents



Item 11.
    Executive
    Compensation  Objectives
    Corporate
    Compensation and Benefits Committee Role
    Role
    of Named Executive Officers in Compensation
    Decisions
    Setting
    Executive Pay
    Anheuser-Busch Companies, Inc.

Del Monte Foods Co.

Kellogg Company

Sara Lee CorporationCampbell Soup Company

General Mills, Inc.

McCormick & Co., Inc.

Sensient Technologies Corp.ConAgra Foods, Inc.

H.J. Heinz Company

Molson Coors Brewing Co.

UST Inc.Corn Products International Inc.

The Hershey Company

Reynolds American Inc.

Wm. Wrigley Jr. Company        103




---



##### Table of Contents



Pay
    Mix
    Base
    Salary
    Annual
    Incentives
    Long-Term
    Incentives
    2006-2008
  2004-2006
 104




---



##### Table of Contents



Retirement
    Plan
  1 2
  Savings
    Plans
      Perquisites
              The Corporate Compensation
 and Benefits Committee
      105




---



##### Table of Contents



SUMMARY
    COMPENSATION TABLE
    Change inPension ValueandNonqualifiedNon-Equity

DeferredIncentive Plan

Compensation

All OtherName and Principal Position

Year

Salary(1)

Bonus(2)

Compensation(3)

Earnings(4)

Compensation(5)

TotalDavid H. Murdock


2006


$
950,000


$
0


$
437,950


$
(7,972
)

$
21,795


$
1,401,773Chairman & Chief Executive
    Officer Dole Food Company, Inc.Richard J. Dahl


2006


$
750,000


$
0


$
195,925


$
54,402


$
355,939


$
1,356,266President & Chief
    Operating Officer
    Dole Food Company, Inc.C. Michael Carter


2006


$
562,500


$
450,000


$
195,925


$
63,095


$
300,893


$
1,572,413Executive Vice President, General
    Counsel & Corporate Secretary Dole Food
    Company, Inc.Joseph S. Tesoriero


2006


$
425,000


$
100,000


$
50,134


$
7,665


$
112,248


$
695,047Vice President & Chief
    Financial Officer
    Dole Food Company, Inc.     (1)
    
    2006 salaries reflect Doles fiscal year containing
    52 weeks.(2)
    
    Bonus amounts shown reflect cash payments made in 2007 with
    respect to performance for 2006 under Doles One-Year
    Incentive Plan (the One-Year Plan), which is
    discussed in further detail on page 104.(3)
    
    Amounts shown reflect awards earned for the 2004 
    2006 incentive period (paid in 2007) under the Sustained
    Profit Growth Plan (the Growth Plan). Further
    explanation can be found on page 104.(4)
    
    The amounts shown reflect the actuarial decrease or increase in
    the present value of Mr. Murdocks and
    Mr. Carters benefits under all pension plans
    established by the Company using interest rate and mortality
    rate assumptions consistent with those used in the
    Companys financial statements and includes amounts which
    the Named Executive Officer may not currently be entitled to
    receive. In general, the present value of the benefits under the
    pension plans increase until attainment of age 65 and
    thereafter decrease due to the mortality assumptions. Also
    reflected in the amounts shown is the annual earnings on each
    Name Executive Officers deferred compensation balance.(5)
    
    The amounts shown include the following: (1) an amount of
    $21,795 for an annual subscription to the Metropolitan Opera;
    2) Doles matching contributions to the 401(k) and
    Excess Savings Plans of Dole Food Company, Inc. (see
    Deferred Compensation  Qualified and
    Nonqualified on page 108) on behalf of
    Mr. Murdock $0, Mr. Carter $37,518, Mr. Dahl
    $73,620 and Mr. Tesoriero $33,132; (3) the value
    attributable to personal use of the company-provided automobiles
    for Mr. Murdock $0, Mr. Carter $3,162, Mr. Dahl
    $16,469 and Mr. Tesoriero $19,691; (4) the cost of
    financial planning services reimbursed (amounts are included in
    the executives
    W-2 and
    taxes are borne by the executive) by the Company for
    Mr. Murdock $0, Mr. Carter $5,000, Mr. Dahl
    $5,000 and Mr. Tesoriero $1,300; (5) the cost of an
    annual executive physical (amounts are included the
    executives
    W-2 and
    taxes are borne by the executive) for Mr. Murdock $0,
    Mr. Carter $3,213, Mr. Dahl $6,000 and
    Mr. Tesoriero $5,925; (6) the delayed payout of 35%
    under the 2003 executive incentive plan paid in January 2006 for
    Mr. Murdock $0, Mr. Carter $252,000, Mr. Dahl
    $252,000 and Mr. Tesoriero $52,200; and (7) annual
    dues of $2,850 for club membership for Mr. Dahl. 106




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##### Table of Contents



Grants
    of Plan-Based Awards Table
  Estimated Future Payout Under Non-Equity Incentive AwardsName

Grant Date

Incentive Period

Threshold

Target

MaximumDavid H. Murdock


1/1/2006


2006 Fiscal Year (1)(2)

$
142,500


$
950,000


$
2,850,0001/1/2006


2006-2008(3)(4)(5)

$
498,750


$
1,425,000


$
4,275,000Richard J. Dahl


1/1/2006


2006 Fiscal Year(1)(2)

$
112,500


$
750,000


$
2,250,0001/1/2006


2006-2008(3)(4)(5)

$
393,750


$
1,125,000


$
3,375,000C. Michael Carter


1/1/2006


2006 Fiscal Year(1)(2)

$
67,500


$
450,000


$
1,350,0001/1/2006


2006-2008(3)(4)(5)

$
234,063


$
668,750


$
2,006,250Joseph S. Tesoriero


1/1/2006


2006 Fiscal Year(1)(2)

$
41,438


$
276,250


$
828,7501/1/2006


2006-2008(3)(4)(5)

$
171,063


$
488,750


$
1,466,250     (1)
    
    Under Doles One-Year Management Incentive Plan (the
    One-Year Plan), target bonuses for the Named
    Executive Officers, as a percentage of base salary, range from
    65% to 100%, depending on Doles performance relative to
    financial performance targets set in early 2006. Bonuses are
    generally payable only if the specified minimum level of
    financial performance is realized and may be increased to
    maximum levels only if substantially higher performance levels
    are attained. The Committee may exercise discretion, either
    upwards or downwards, in determining awards to Named Executive
    Officers.(2)
    
    Under the One-Year Plan, amounts for target and maximum are
    based on annual salary at the end of the Incentive Period(3)
    
    The performance matrix established for the Incentive Period
    2006  2008 consists of a combination of revenue and
    return on shareholder investment as the driver of the financial
    performance factors used in determining the contingent awards
    for the Named Executive Officers. The performance matrix has
    been established for the 2007  2009 Incentive Period.
    Final awards are paid in a lump sum within 90 days
    following the end of the Incentive Period. A final award may
    become payable in the event of the Named Executive
    Officers death, disability or retirement, or involuntary
    termination without cause, and are subject to customary
    adjustments for certain changes in capitalization.(4)
    
    If the minimum combination of revenue and return on shareholder
    investment in the performance matrix is not achieved as of the
    end of the Incentive Period, no amount will be earned by the
    Named Executive Officers for the Incentive Period.(5)
    
    Under the Growth Plan, contingent award amounts for target and
    maximum are based on annual salary at the beginning of the
    Incentive Period.  THE
    PERFORMANCE MATRIX AND THE FINANCIAL PERFORMANCE FACTORS WITH
    RESPECT TO FUTURE CONTINGENT AWARDS MAY VARY AS DETERMINED BY
    THE CORPORATE COMPENSATION AND BENEFITS COMMITTEE OF DOLES
    BOARD OF DIRECTORS.
  Pension
    Benefits
       107




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##### 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


$
1,371,792


$
93,973Chairman & Chief
    Executive Officer


SERP



8.5


$
764,454


$
52,368Dole Food Company, Inc.C. Michael Carter


Plan 29



1.25


$
28,445


$
0Executive Vice President,


SERP



1.25


$
27,639


$
0General Counsel &
    Corporate SecretaryDole Food Company, Inc.     (1)
    
    Both Mr. Dahl and Mr. Tesoriero joined Dole after the
    defined benefit plans were frozen. Neither Mr. Dahl nor
    Mr. Tesoriero are shown in the table as neither executive
    has an accrued benefit under the qualified or nonqualified
    defined benefits plans(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.  Deferred
    Compensation  Qualified and
    Nonqualified
      108




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##### Table of Contents



Aggregate





AggregateExecutive


Earnings





Balance atPlan


Contributions


in Last


Aggregate


Last FiscalName

Name


in Last Fiscal Year


Fiscal Year


Withdrawals/Distributions


Year EndDavid H. Murdock


401
(k)

$
0



n/a


$
0


$
21,738Chairman & Chief
    Executive Officer


ESP


$
0


$
15,784


$
0


$
254,939Dole Food Company, Inc.Richard J. Dahl


401
(k)

$
20,000



n/a


$
0


$
179,007President & Chief
    Operating Officer


ESP


$
100,200


$
54,402


$
0


$
927,460Dole Food Company, Inc.C. Michael Carter


401
(k)

$
15,000



n/a


$
0


$
243,355Executive Vice President,


ESP


$
22,518


$
60,045


$
0


$
979,499General Counsel &
    Corporate SecretaryDole Food Company, Inc.Joseph S. Tesoriero


401
(k)

$
15,000



n/a


$
0


$
137,986Vice President & Chief
    Financial Officer


ESP


$
21,250


$
7,665


$
0


$
144,610Dole Food Company, Inc.         Payments
    upon Termination or Change in Control
  David
    H. Murdock
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death &Executive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive
    Plan(1)

$
0


$
950,000


$
0


$
0


$
950,000


$
950,000Sustained Profit Growth Plan(2)

$
437,950


$
0


$
2,058,333


$
0


$
2,058,333


$
2,058,333Health & Welfare Benefits,
    Fringe Benefits and other perquisites

$
0


$
0


$
3,819


$
0


$
30,000


$
0Cash Severance

$
0


$
0


$
895,185


$
0


$
5,700,000


$
0Excise Tax and
    Gross-Up

$
0


$
0


$
0


$
0


$
0


$
0  109




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##### Table of Contents



Richard
    J. Dahl
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death &Executive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive
    Plan(1)

$
0


$
750,000


$
0


$
0


$
750,000


$
750,000Sustained Profit Growth Plan(2)

$
195,925


$
1,300,000


$
1,300,000


$
0


$
1,300,000


$
1,300,000Health & Welfare Benefits,
    Fringe Benefits and other perquisites

$
0


$
0


$
1,700


$
0


$
30,000


$
0Cash Severance

$
0


$
0


$
158,648


$
0


$
4,500,000


$
0Excise Tax and
    Gross-Up

$
0


$
0


$
0


$
0


$
3,216,221


$
0   C.
    Michael Carter
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death &Executive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive
    Plan(1)

$
0


$
450,000


$
0


$
0


$
450,000


$
450,000Sustained Profit Growth Plan(2)

$
195,925


$
957,750


$
957,750


$
0


$
935,749


$
935,749Health & Welfare Benefits,
    Fringe Benefits and other perquisites

$
0


$
0


$
2,260


$
0


$
30,000


$
0Cash Severance

$
0


$
0


$
190,383


$
0


$
3,150,000


$
0Excise Tax and
    Gross-Up

$
0


$
0


$
0


$
0


$
1,989,847


$
0   Joseph
    S. Tesoriero
  InvoluntaryTerminationVoluntary


Normal


Without


For Cause


Change in


Death &Executive Payments Upon Separation

Termination


Retirement


Cause


Termination


Control


DisabilityOne-Year Management Incentive
    Plan(1)

$
0


$
276,250


$
0


$
0


$
276,250


$
276,250Sustained Profit Growth Plan(2)

$
50,134


$
365,417


$
365,417


$
0


$
365,417


$
365,417Health & Welfare Benefits,
    Fringe Benefits and other perquisites

$
0


$
0


$
2,092


$
0


$
30,000


$
0Cash Severance

$
0


$
0


$
85,816


$
0


$
2,103,750


$
0Excise Tax and
    Gross-Up

$
0


$
0


$
0


$
0


$
1,351,708


$
0     (1)
    
    For purposes of illustration, target amounts are shown. Payments
    made in the event of retirement, death or disability would be
    based on actual results after conclusion of the plan year.(2)
    
    For purposes of illustration, targets amounts are shown.
    Payments made in the event of retirement, death, disability or
    involuntary termination without cause would be based on actual
    results for the applicable incentive periods and the number of
    months of participation in any applicable incentive period.
    Amounts shown for retirement, death, disability and involuntary
    termination without cause are payable following the termination
    and calculation of the applicable incentive period. Awards, if
    any, are prorated based on the applicable termination date for
    the Named Executive Officer.  Severance
   110




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##### Table of Contents



Years of Service

Severance Pay Benefit1 to 4


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


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


2 weeks for each year of service plus 6 weeks       Change
    of Control
        
    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 111




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##### Table of Contents




    A gross-up
    payment to hold the Named Executive Officer harmless against the
    impact, if any, of federal excise taxes, state and federal
    income taxes, as well as the FICA tax imposed on the executive
    as a result of the payments contingent on a change in control.  change-in-control change-of-control.
          Form 8-K No. 1-4455.
  Non-Employee
    Director Compensation
      Deferred
    Compensation
      Annual
    Physical
   112




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##### Table of Contents



Director 
    Summary Compensation Table
  Change in PensionFees Earned


Non-Equity


Value and Non-Or Paid in


Incentive Plan


Qualifed Deferred


All OtherName (1)

Cash(1)


Compensation


Compensation Earnings


Compensation


TotalAndrew J. Conrad

$
61,000


$
0


$
4,665
(3)

$
0


$
61,000David A. DeLorenzo(2)

$
71,500


$
0


$
14,710
(3)

$
2,800
(4)

$
73,465Edward C. Roohan

$
66,000


$
0


$
0


$
0


$
66,000     (1)
    
    David H. Murdock, the Companys Chairman of the
    Board & Chief Executive Officer, Richard J. Dahl,
    President & Chief Operating Officer, C. Michael Carter,
    Executive Vice President, General Counsel and Corporate
    Secretary, Scott Griswold, Executive Vice President, Corporate
    Development, Justin Murdock, Vice President, 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, Dahl and
    Carter may be found in the Summary Compensation Table on
    Page 106.(2)
    
    Mr. DeLorenzo retired from the Company on December 29,
    2001 as an employee of the Company and he is receiving
    retirement payments.(3)
    
    In 2006, interest earnings applied to deferred compensation
    accounts for Dr. Conrad and Mr. DeLorenzo were $4,665
    and $14,710, respectively.(4)
    
    The cost of Mr. DeLorenzos annual physical paid by
    the Company.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Amount andNature of


PercentBeneficial


ofTitle of Class

Name and Address of Beneficial Owner

Ownership(1)


ClassCommon Stock, $0.001 par value

David H. Murdock


1,000 shares



100
%Dole Food Company, Inc.One Dole DriveWestlake Village, CA
    91362     (1)
    
    Mr. Murdock beneficially owns these shares through one or
    more affiliates, and has effective sole voting and dispositive
    power with respect to the shares. Beneficial ownership is
    determined in accordance with
    Rule 13d-3
    under the Securities Exchange Act of 1934, as amended.
    Mr. Murdock is Doles Chairman of the Board and Chief
    Executive Officer.    Item 13.
    Certain
    Relationships and Related Transactions     113




---



##### Table of Contents



50-50
                 114




---



##### Table of Contents



Form 10-K.
     Item 14.
    Principal
    Accountant Fees and Services  Principal
    Accountant Fees and Services
    Fiscal Year EndedDecember 30,


December 31,2006


2005(In thousands)Audit Fees(a)

$
3,626


$
3,250Audit-Related Fees(b)


675



1,108Total Audit and Audit Related Fees


4,301



4,358Tax Fees(c)


348



351All Other Fees(d)






Total

$
4,649


$
4,709     (a)
    
    Audit fees include $3,626,000 and $3,250,000 for services
    related to the audit of the annual consolidated financial
    statements and reviews of the quarterly condensed consolidated
    financial statements for 2006 and 2005, respectively.(b)
    
    Audit-related fees include $211,000 and $593,000 of
    Section 404 advisory services for 2006 and 2005
    respectively. Audit-related fees for 2006 and 2005 also include
    $216,000 and $195,000, respectively, for employee benefit plan
    audits. The remaining amounts relate to accounting and financial
    reporting consultations, and various
    agreed-upon
    procedures and compliance reports.(c)
    
    There were no fees for tax compliance services billed in 2006
    and 2005, respectively. Fees for tax planning and advice billed
    in 2006 and 2005 were $348,000 and $351,000, respectively.(d)
    
    There were no other services billed to the Company in 2006 and
    2005.  Fiscal Year EndedDecember 30, 2006


December 31, 2005Ratio of Tax Planning and Advice
    Fees and All Other Fees to Audit Fees, Audit-Related Fees and
    Tax Compliance Fees


0.1:1



0.1:1    115




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)  1.
    Financial Statements:  The following
    consolidated financial statements are
    included herein in Item 8 above.  Form 10-KPageAudited Financial Statements for
    the Years Ended December 30, 2006, December 31, 2005
    and Year Ended January 1, 2005


472.


Financial Statement ScheduleValuation and Qualifying Accounts


1253.


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. 116




---



##### 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. 117




---



##### 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. 118




---



##### 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. 119




---



##### 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). 120




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

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

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

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

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

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

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

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

Credit Agreement, dated as of
    April 12, 2006, among DHM Holding Company, Inc., a Delaware
    corporation, Dole Holding Company, LLC, a Delaware limited
    liability company, Dole Food Company, Inc., a Delaware
    corporation, the Lenders party hereto from time to time,
    Deutsche Bank AG New York Branch, as Administrative Agent, Banc
    of America Securities LLC, as Syndication Agent, Deutsche Bank
    Securities LLC and Banc of America Securities LLC, as Joint Book
    Running Managers and Deutsche Bank Securities Inc. as Lead
    Arranger (incorporated by reference to Exhibit 10.2 to
    Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455).10.3

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

Doles Executive Deferred
    Compensation Plan (incorporated by reference to
    Exhibit 10.9 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1994, File
    No. 1-4455).
    This Plan was amended on March 22, 2001 (the March 22,
    2001 amendments are incorporated by reference to
    Exhibit 10.10 to Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2000, File
    No. 1-4455). 121




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##### Table of Contents



ExhibitNumber

Title10.5

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

Schedule of executive officers
    having Form 1 Change of Control Agreement (incorporated by
    reference to Exhibit 10.7 to Doles Current Report on
    Form 8-K
    dated February 4, 2005, File
    No. 1-4455).10.7

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

Ratio of Earnings to Fixed Charges.21*

Subsidiaries of Dole Food Company,
    Inc.23*

Consent of Deloitte &
    Touche LLP.31.1*

Certification by the Chairman 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 Chairman 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*
    
    Filed herewith**
    
    Furnished herewith 122




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##### Table of Contents



SIGNATURES    Dole Food Company, Inc.
   By:
    /s/  David
    H. Murdock   Chairman and Chief Executive Officer
    POWER OF
    ATTORNEY
  attorney-in-fact Form 10-K, attorney-in-fact
    /s/  David
    H. MurdockDavid
    H. Murdock

Chairman of the Board and Chief
    Executive Officer and Director

March 23, 2007/s/  Richard
    J. DahlRichard
    J. Dahl

President and Chief Operating
    Officer
    and Director

March 23, 2007/s/  C.
    Michael
    CarterC.
    Michael Carter

Executive Vice President,
    General
    Counsel and Corporate Secretary
    and Director

March 23, 2007/s/  Scott
    A. GriswoldScott
    A. Griswold

Executive Vice President,
    Corporate Development and Director

March 23, 2007/s/  Roberta
    WiemanRoberta
    Wieman

Executive Vice President, Chief of
    Staff
    and Director

March 23, 2007/s/  Joseph
    S.
    TesorieroJoseph
    S. Tesoriero

Vice President and
    Chief Financial Officer

March 23, 2007/s/  Yoon
    J. HughYoon
    J. Hugh

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

March 23, 2007Andrew
    J. Conrad

Director

March   , 2007 123




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##### Table of Contents



/s/  David
    A.
    DelorenzoDavid
    A. Delorenzo

Director

March 23, 2007/s/  Justin
    MurdockJustin
    Murdock

Director

March 23, 2007/s/  Edward
    C. RoohanEdward
    C. Roohan

Director

March 23, 2007  124




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##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  VALUATION
    AND QUALIFYING ACCOUNTS
  Additions


DeductionsBalance at





Charged to


Balance atBeginning


Charged to Costs


Other


End ofof Period


and Expenses


Accounts(A)


Period(In thousands)Year Ended December 30,
    2006Allowance for doubtful
    accountsTrade receivables

$
44,154


$
16,259


$
(9,857
)

$
(2,750
)

$
47,806Notes and other current receivables


14,431



2,382



(1,936
)


(51
)


14,826Long-term notes and other
    receivables


12,583



2,045



(1,161
)


4,460



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

$
49,312


$
21,121


$
(22,673
)

$
(3,606
)

$
44,154Notes and other current receivables


16,221



3,496



(8,760
)


3,474



14,431Long-term notes and other
    receivables


8,670



1,354



(2,207
)


4,766



12,583Year Ended January 1,
    2005Allowance for doubtful
    accountsTrade receivables

$
53,471


$
10,128


$
(12,672
)

$
(1,615
)

$
49,312Notes and other current receivables


17,125



5,486



(4,875
)


(1,515
)


16,221Long-term notes and other
    receivables


3,759



5,032



(7,336
)


7,215



8,670     Note:
  (A)
    
    Purchase accounting and transfers among accounts 125




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##### Table of Contents



Exhibit Index
  ExhibitNumber

Title3.1(a)

Amended and Restated Certificate
    of Incorporation of Dole Food Company, Inc. (incorporated by
    reference to Exhibit 3.1 to Doles 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.




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##### 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.




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##### 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.




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##### 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.




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##### Table of Contents



ExhibitNumber

Title3.1(br)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




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##### Table of Contents



ExhibitNumber

Title10.1

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

Credit Agreement, dated as of
    April 12, 2006, among DHM Holding Company, Inc., a Delaware
    corporation, Dole Holding Company, LLC, a Delaware limited
    liability company, Dole Food Company, Inc., a Delaware
    corporation, the Lenders party hereto from time to time,
    Deutsche Bank AG New York Branch, as Administrative Agent, Banc
    of America Securities LLC, as Syndication Agent, Deutsche Bank
    Securities LLC and Banc of America Securities LLC, as Joint Book
    Running Managers and Deutsche Bank Securities Inc. as Lead
    Arranger (incorporated by reference to Exhibit 10.2 to
    Doles Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File
    No. 1-4455).10.3

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

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

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

Schedule of executive officers
    having Form 1 Change of Control Agreement (incorporated by
    reference to Exhibit 10.7 to Doles Current Report on
    Form 8-K
    dated February 4, 2005, File
    No. 1-4455).10.7

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

Ratio of Earnings to Fixed Charges.21*

Subsidiaries of Dole Food Company,
    Inc.23*

Consent of Deloitte &
    Touche LLP.31.1*

Certification by the Chairman 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 Chairman 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*
    
    Filed herewith**
    
    Furnished herewith