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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 2,
    2010oro

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

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

Accelerated filer
    o

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

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




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##### 





DOLE FOOD
    COMPANY, INC.
  FORM 10-K
    Fiscal Year Ended January 2, 2010
  TABLE OF
    CONTENTS
   
 Item NumberIn Form 10-K



PagePART I1.


Business


11A.


Risk Factors


101B.


Unresolved Staff Comments


192.


Properties


193.


Legal Proceedings


214.


Reserved


24PART II5.


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


246.


Selected Financial Data


267.


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


277A.


Quantitative and Qualitative Disclosures About
    Market Risk


488.


Financial Statements and Supplementary Data


519.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


1199A.


Controls and Procedures


1199B.


Other Information


119PART III10.


Directors, Executive Officers and Corporate
    Governance


12011.


Executive Compensation


12012.


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


12013.


Certain Relationships and Related Transactions,
    Director Independence


12014.


Principal Accountant Fees and Services


120PART IV15.


Exhibits and Financial Statement Schedules


121Signatures


130EX-10.12EX-10.16EX-10.17EX-10.21EX-12EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   i




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




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®
    Competitive
    Strengths
    
    Market Share Leader.  Our most significant
    products hold the number 1 or number 2 positions in their
    respective markets. We maintain number 1 market share positions
    in North American bananas, North American iceberg lettuce,
    celery, cauliflower, and packaged fruit products, including our
    line of plastic fruit cups called FRUIT BOWLS, FRUIT BOWLS in
    Gel, Fruit Parfaits and fruit in plastic jars.
    Strong Global Brand.  Consumer and
    institutional recognition of the DOLE trademark and related
    brands and the association of these brands with high quality
    food products contribute significantly to our leading positions
    in the markets that we serve. By implementing a global marketing
    program, we have made the distinctive red DOLE
    letters and sunburst a familiar symbol of freshness and quality
    recognized around the world. We actively continue to leverage
    the DOLE brand through product extensions and new product
    introductions.
    Valuable Asset Base.  We are an asset rich
    company, which provides significant competitive advantages to
    our operations and value to our investors. In addition to the
    DOLE trademark, we have an impressive base of tangible assets.
    We own 122,000 acres of farms and other land holdings,
    including 26,000 acres of farmland in Oahu, Hawaii and
    approximately 2,600 acres of peach orchards in California.
    We have the largest dedicated refrigerated containerized fleet
    in the world, which includes 14,800 refrigerated containers,
    11 owned and 14 chartered vessels. We own over 60 ripening
    and distribution centers in Europe and Asia. We own and operate
    over one million square feet of vegetable processing facilities
    globally. Additionally, our packaged food business processes its
    product lines in over 1.9 million square feet of owned
    manufacturing facilities.
    State-of-the-Art
    Infrastructure.  Our production, processing,
    transportation and distribution infrastructure is
    state-of-the-art,
    enabling us to efficiently deliver the highest quality and
    freshest product to our customers. The investments in our
    infrastructure, including farms, packing houses, manufacturing
    facilities and shipping assets, allow for continued growth in
    the near term. In addition, our market-leading logistics and
    distribution capabilities allow us to act as a preferred fresh
    and packaged food provider to leading global supermarkets and
    mass merchandisers.
    Refrigerated Supply Chain Management.  One of
    our strongest core competencies is our ability to produce,
    transport and deliver high-quality perishable products around
    the world. Dole quality starts right on the farm, and that
    quality is preserved and protected in our
    farm-to-customer
    refrigerated supply chain. Our 2




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worldwide network of cold storage  at the farm, on
    trucks, in containers, on ships and in our distribution centers
    in the worlds market places  provides a
    closed-loop cold storage supply chain that enables the worldwide
    transport of perishable products and is the key to Dole quality
    and shelf life.  
    Low-Cost Production Capabilities.  Doles
    valuable asset base enables us to be a low cost producer in many
    of our major product lines, including bananas, North American
    fresh vegetables and packaged fruit products. Over the last
    several years we have undertaken various initiatives to achieve
    and maintain this low-cost position, including leveraging our
    global logistics infrastructure more efficiently. We intend to
    maintain these low-cost positions through a continued focus on
    operating efficiency.
    Diversity of Sourcing Locations.  We currently
    source our fresh fruits and vegetables from over 20 countries
    and distribute products in more than 90 countries. We are not
    dependent on any one country for the sourcing of our products.
    The diversity of our production sources reduces our risk from
    exposure to natural disasters and political disruptions in any
    one particular country.
    Strong Management Team.  Our management team
    has a demonstrated history of delivering strong operating
    results through disciplined execution. Under our management
    teams guidance, Doles operating income has increased
    from $149 million in 2007 to $352 million in 2009. Our
    senior management team has a total of 110 years of
    experience at Dole with an average of over 15 years each.  Business
    Strategy
    
    Continue to Leverage our Strong Brand and Market Leadership
    Position.  Our most significant products hold
    number 1 or number 2 market positions in their respective
    markets. We intend to maintain those positions and continue to
    expand our leadership in new product areas as well as with new
    customers. We have a history of leveraging our strong brand to
    successfully enter, and in many cases become the largest player
    in value-added food categories. We intend to continue to
    evaluate and strategically introduce other branded products in
    the value-added sectors of our business.
    Focus on Value-Added Products.  We will
    continue to shift our product mix toward value-added food
    categories while maintaining and building on our key market
    leadership positions in commodity fruits and vegetables. For
    example, we have successfully increased our percentage of
    revenue from value-added products in our fresh vegetables and
    packaged foods businesses, where our packaged salad lines and
    FRUIT BOWL and other non-canned products now account for
    approximately 52% and 56% of those businesses respective
    revenues. Value-added food categories are growing at a faster
    rate than traditional commodity businesses and typically
    generate stronger margins. We plan to continue to address the
    growing demand for convenient and innovative products by
    investing in our higher margin, value-added food businesses.
    Focus on Improving Operating Efficiency and Cash
    Flow.  We intend to continue to focus on profit
    improvement initiatives and maximizing cash flow by:  
    Analyzing our current customer base and focusing on profitable
    relationships with strategically important customers;
    Leveraging our purchasing power to reduce our costs of raw
    materials;
    Focusing capital investments to improve productivity; and
    Selling non-core assets.  
    Pursue Disciplined Growth.  We see significant
    opportunities for growth in all of our product lines and
    throughout the world. Annual increases in purchasing power,
    especially in the developing economies, will provide a natural
    demand for our products. In the United States, we expect
    category growth in both our packaged salads and frozen fruit
    businesses in line with the trends toward healthy eating. Our
    packaged foods division has a large pipeline of new products
    that will be introduced both nationally and internationally, and
    which are expected to gain solid distribution gains in the years
    ahead. Finally, we continue to 3




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look at acquisition possibilities worldwide as we grow our
    global footprint and further strengthen our leadership position.  
    Promote Education through Dole Nutrition
    Institute.  We seek to play a leading role in
    nutrition education by promoting the health benefits of a
    plant-based diet. Given the importance of fruit and vegetable
    consumption in maintaining a healthy weight, nutrition education
    is key to addressing the global obesity epidemic. Every day new
    scientific research reveals ways in which fruits and vegetables
    help prevent and even reverse disease. Dole is committed to
    leading the way in expanding the knowledge, growing the foods,
    and marketing the products that will enable people to lead
    healthier, more vital lives.
    Encourage Corporate Social Responsibility.  Our
    approach to corporate social responsibility includes sustainable
    agricultural practices, community service, employee wellness,
    provision of social services and worker safety. Our practices
    demonstrate how the worlds leading provider of fruits and
    vegetables is an industry leader in respect for the environment,
    worker education and social contributions, among other aspects
    of corporate responsibility.  Business
    Segments
    Fresh
    Fruit
    Bananas
         4




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




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Packaged
    Foods
      tm
    Discontinued
    Operations
    Global
    Logistics
     6




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Customers
    Sales and
    Marketing
    Competition
    Employees
    Trademark
    Licenses
   7




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




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Legal
    Proceedings
  Form 10-K.
  Trade
    Issues
                 9




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




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Our
    earnings are sensitive to fluctuations in market prices and
    demand for our products.
        Our
    earnings are subject to seasonal variability.
    
    the seasonality of our supplies and consumer demand;
    the ability to process products during critical harvest
    periods; and
    the timing and effects of ripening and perishability.    Currency
    exchange fluctuations may impact the results of our
    operations.
  yen-to-U.S. dollar euro-to-U.S. dollar
  Increases
    in commodity or raw product costs, such as fuel, paper, plastics
    and resins, could adversely affect our operating
    results.
   11




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We face
    risks related to our former use of the pesticide DBCP.
    The use
    of herbicides and other potentially hazardous substances in our
    operations may lead to environmental damage and result in
    increased costs to us.
    The
    financing arrangements for the going-private merger transactions
    in 2003 may increase our exposure to tax
    liability.
    We face
    other risks in connection with our international
    operations.
   12




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
    foreign countries could change laws and regulations or impose
    currency restrictions and other restraints;
    in some countries, there is a risk that the government may
    expropriate assets;
    some countries impose burdensome tariffs and quotas;
    political changes and economic crises may lead to changes in the
    business environment in which we operate;
    international conflict, including terrorist acts, could
    significantly impact our business, financial condition and
    results of operations;
    in some countries, our operations are dependent on leases and
    other agreements; and
    economic downturns, political instability and war or civil
    disturbances may disrupt production and distribution logistics
    or limit sales in individual markets.      We may be
    required to pay significant penalties under European antitrust
    laws.
        The
    current global economic downturn could result in a decrease in
    our sales and revenue, which could adversely affect the results
    of our operations, and we cannot predict the extent or duration
    of these trends.
   13




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




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We are
    subject to the risk of product contamination and product
    liability claims.
    We are
    subject to transportation risks.
    Events or
    rumors relating to the DOLE brand could significantly impact our
    business.
  and/or
  A portion
    of our workforce is unionized and labor disruptions could
    decrease our profitability.
    Risks
    Relating to Our Indebtedness
  Our
    substantial indebtedness could adversely affect our operations,
    including our ability to perform our obligations under our debt
    obligations.
   15




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
    make it more difficult for us to satisfy our obligations;
    limit our ability to borrow additional amounts in the future for
    working capital, capital expenditures, acquisitions, debt
    service requirements, execution of our growth strategy or other
    purposes or make such financing more costly;
    result in a triggering of customary cross-default and
    cross-acceleration provisions with respect to certain of our
    debt obligations if an event of default or acceleration occurs
    under one of our other debt obligations;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, which would
    reduce the availability of our cash flow to fund future working
    capital, capital expenditures, acquisitions and other general
    corporate purposes.
    expose us to the risk of increased interest rates, as certain of
    our borrowings are at variable rates of interest;
    require us to sell assets (beyond those assets currently
    classified as assets
    held-for-sale)
    to reduce indebtedness or influence our decisions about whether
    to do so;
    increase our vulnerability to competitive pressures and to
    general adverse economic and industry conditions, including
    fluctuations in market interest rates or a downturn in our
    business;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industries in which we operate;
    restrict us from making strategic acquisitions or pursuing
    business opportunities;
    place us at a disadvantage compared to our competitors that have
    relatively less indebtedness; and
    limit, along with the restrictive covenants in our credit
    facilities and senior note indentures, among other things, our
    ability to borrow additional funds. Failing to comply with those
    covenants could result in an event of default which, if not
    cured or waived, could have a material adverse effect on our
    business, financial condition and results of operations.  We may be
    unable to generate sufficient cash flow to service our debt
    obligations.
    
    economic and competitive conditions;
    changes in laws and regulations;
    operating difficulties, increased operating costs or pricing
    pressures we may experience; and
    delays in implementing any strategic projects.   16




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Restrictive
    covenants in our debt instruments restrict or prohibit our
    ability to engage in or enter into a variety of transactions,
    which could adversely restrict our financial and operating
    flexibility and subject us to other risks.
    
    incur additional indebtedness;
    make restricted payments (including paying dividends on,
    redeeming or repurchasing our capital stock);
    issue preferred stock of subsidiaries;
    make certain investments or acquisitions;
    create liens on our assets to secure debt;
    engage in certain types of transactions with affiliates;
    place restrictions on the ability of restricted subsidiaries to
    make payments to us;
    merge, consolidate or transfer substantially all of our
    assets; and
    transfer and sell assets.     17




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




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Future
    sales of our common stock may lower our stock price.
  lock-up
    We do not
    anticipate paying any dividends for the foreseeable
    future.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    North
    America
         19




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Latin
    America
              Asia
            Europe
   20




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Item 3.
    Legal
    Proceedings    DBCP Cases: (1,2-dibromo-3-chloropropane).
     21




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22




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European Union Antitrust Inquiries  Northern and
    Southern Europe:
  Northern Europe
         23




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Southern Europe
    Honduran Tax Case:
  Item 4.
    Reserved PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    2009

High

LowOctober 23, 2009 through January 2, 2010

$
12.50


$
11.37   Form 10-K.
 24




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Performance
    Graph
    
  10/31/09



11/30/09



1/02/10Dole Food Company, Inc.



100.00




97.87




105.71S&P 500



100.00




105.74




107.62S&P 500 Food Products



100.00




101.51




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




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Item 6.
    Selected
    Financial Data  Year


Year


Year


Year


YearEnded


Ended


Ended


Ended


EndedJanuary 2,


January 3,


December 29,


December 30,


December 31,2010


2009


2007


2006


2005(In millions except per share data)Summary of OperationsRevenues, net

$
6,779
(1)

$
7,620
(1)

$
6,821


$
5,991


$
5,638Operating income


352



275



149



136



229Income (loss) from continuing operations, net of income taxes


85



147



(38
)


(40
)


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


2



(27
)


(16
)


(50
)


(1
)Gain on disposal of discontinued operations, net of income taxes


1



3







3



Net income (loss)


88



123



(54
)


(87
)


47Less: Net income attributable to noncontrolling interests


(4
)


(2
)


(3
)


(3
)


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


84



121



(57
)


(90
)


44Average common shares outstanding  Basic


59



52



52



52



52Average common shares outstanding  Diluted


59



52



52



52



52Per Share DataIncome (loss) from continuing operations  Basic

$
1.45


$
2.84


$
(0.75
)

$
(0.75
)

$
0.93Income (loss) from continuing operations  Diluted

$
1.45


$
2.84


$
(0.75
)

$
(0.75
)

$
0.93Balance Sheet and Other InformationWorking capital (current assets less current liabilities)

$
777


$
531


$
694


$
688


$
538Total assets


4,107



4,365



4,643



4,612



4,413Long-term debt


1,553



1,799



2,316



2,316



2,001Total debt


1,598



2,204



2,411



2,364



2,027Total shareholders equity


866



433



355



366



644Cash dividends declared and paid to parent


15











164



77Proceeds from sales of assets and businesses, net


185
(2)


226



42



31



19Capital additions from continuing operations


51



74



104



115



141Depreciation and amortization from continuing operations


120



138



151



144



144         (1)
    
    During the fourth quarter of 2008,
    Dole completed the sale of its JP Fresh and Dole France ripening
    and distribution subsidiaries. These businesses generated
    revenues of $382 million during fiscal 2008.(2)
    
    Included in the 2009 proceeds from
    sales of assets and businesses, net was $26 million of
    long-term debt which was assumed by the buyer of Doles
    fresh-cut flowers business. 26




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K
  Overview
    
    Dole successfully completed a $446 million initial public
    offering (IPO) of 35.7 million common shares on
    October 28, 2009. Doles common stock began trading on
    the New York Stock Exchange under the ticker symbol
    DOLE on October 23, 2009. Dole received net
    proceeds of $415 million, reflecting $31 million of
    underwriting discount and offering expenses, and used the net
    proceeds to pay down indebtedness.
    Operating income in 2009 was $352 million compared to
    $275 million in 2008, an increase of 28%. 2009 operating
    income included a net $74 million benefit due to asset
    sales and unrealized hedging gains, compared with a net
    $29 million benefit due to asset sales and unrealized
    hedging gains in 2008.
    Cash flows provided by operating activities in 2009 increased
    $238 million to $283 million compared to
    $45 million in 2008. The improvement was primarily due to
    higher operating income and better working capital management.
    Dole reduced its total net debt outstanding by $635 million
    during 2009. Total net debt is defined as total debt less cash
    and cash equivalents. Over the last seven quarters, Dole reduced
    its total net debt outstanding by $905 million, or 38%, as
    a result of cost cutting initiatives, improved earnings and
    asset sales. Net debt at the end of 2009 was $1.48 billion
    and there were no borrowings outstanding under the asset based
    revolving credit facility (ABL revolver).
    During the first quarter of 2010, Dole completed amendments to
    its senior secured credit facilities. The amendments will reduce
    interest expense on these facilities, and with the related
    redemption of the remaining $70 million outstanding on the
    8.875% notes due 2011 also will extend Doles nearest
    maturities to 2013.
    There were also favorable developments in legal proceedings:  
    DBCP cases:  On June 9, 2009, the First
    Circuit Court of Hawaii dismissed the claims of ten plaintiffs
    from Honduras, Costa Rica, Ecuador and Guatemala, finding that
    their DBCP claims were time barred by the statute of
    limitations. On June 17, 2009, the Los Angeles Superior
    Court dismissed with prejudice two remaining lawsuits brought on
    behalf of Nicaraguan plaintiffs who had falsely claimed they
    were sterile as a result of exposure to DBCP on Dole-contracted
    Nicaragua banana farms. On July 7, 2009, the California
    Second District Court of Appeals issued an order to show cause
    why the $1.58 million judgment in favor of four Nicaraguan
    plaintiffs issued against Dole in 2008 should not be vacated and
    judgment entered in defendants favor on the grounds that
    the judgment was procured through fraud. On October 20,
    2009, the United States District Court for the Southern District
    of Florida issued an order denying recognition and enforcement
    of the $98.5 million Nicaragua judgment against Dole and
    another U.S. company, on several grounds including that the
    judgment was rendered under a system which does not provide
    impartial tribunals or procedures compatible with the
    requirements of due process of law. On October 30, 2009,
    the Los Angeles Superior Court dismissed the remaining seven
    DBCP lawsuits brought on behalf of plaintiffs from the Ivory
    Coast, where Dole did not operate when DBCP was in use; the
    eighth lawsuit was dismissed by the United States District Court
    for the Central District of California in 2008. 27




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
    European Union Antitrust Inquiries:  In
    December 2009, the European Commission issued a Statement of
    Objections to several banana importers and marketing companies
    in southern Europe, which did not include Dole as an addressee.  Non-GAAP Financial
    Measures
    Year Ended


Year Ended


Year EndedJanuary 2,


January 3,


December 29,2010


2009


2007(In thousands)Net income (loss)

$
88,033


$
122,849


$
(54,271
)(Income) loss from discontinued operations, net of income taxes


(1,639
)


27,391



15,719Gain on disposal of discontinued operations, net of income taxes


(1,308
)


(3,315
)


Interest expense


205,715



174,485



194,851Income taxes


22,684



(48,015
)


4,054EBIT


313,485



273,395



160,353Depreciation and amortization from continuing operations


119,572



137,660



151,381Net unrealized loss on derivative instruments


8,417



48,734



22,057Foreign currency exchange (gain) loss on vessel obligations


6,326



(21,300
)


1,414Net unrealized (gain) loss on foreign denominated instruments


306



(1,882
)


6,608Debt retirement costs in connection with initial public offering


30,551







Gain on asset sales


(61,257
)


(26,976
)


Adjusted EBITDA

$
417,400


$
409,631


$
341,813        28




---



##### Table of Contents



Results
    of Operations
    Year Ended


Year Ended


Year EndedJanuary 2,


January 3,


December 29,2010


2009


2007(In thousands)Revenues, net

$
6,778,521


$
7,619,952


$
6,820,812Operating income


351,746



274,618



149,284Other income (expense), net


(24,727
)


(14,066
)


1,848Interest expense


(205,715
)


(174,485
)


(194,851
)Income taxes


(22,684
)


48,015



(4,054
)Earnings from equity method investments


10,100



6,388



1,696Net income (loss)


88,033



122,849



(54,271
)Less: Net income attributable to noncontrolling interests


(3,948
)


(1,844
)


(3,235
)Net income (loss) attributable to Dole Food Company, Inc.


84,085



121,005



(57,506
)   Revenues
    ®
 29




---



##### Table of Contents



Operating
    Income
      Other
    Income (Expense), Net
   30




---



##### Table of Contents



Interest
    Expense
        Income
    Taxes
           31




---



##### Table of Contents



Earnings
    from Equity Method Investments
      Segment
    Results of Operations
        2009


2008


2007(In thousands)Revenues from external customersFresh fruit

$
4,710,924


$
5,401,145


$
4,736,902Fresh vegetables


1,024,526



1,086,888



1,059,401Packaged foods


1,041,853



1,130,791



1,023,257Corporate


1,218



1,128



1,252$
6,778,521


$
7,619,952


$
6,820,812EBITFresh fruit

$
305,353


$
305,765


$
172,175Fresh vegetables


9,359



1,100



(21,668
)Packaged foods


105,491



70,984



80,093Total operating segments


420,203



377,849



230,600Corporate:Unrealized loss on cross currency swap


(21,051
)


(50,411
)


(10,741
)Unrealized loss on foreign denominated instruments


(612
)


(1,119
)


(4,017
)Debt retirement costs in connection with initial public offering


(30,551
)






Operating and other expenses


(54,504
)


(52,924
)


(55,489
)Total Corporate


(106,718
)


(104,454
)


(70,247
)Interest expense


(205,715
)


(174,485
)


(194,851
)Income taxes


(22,684
)


48,015



(4,054
)Income (loss) from continuing operations, net of income taxes

$
85,086


$
146,925


$
(38,552
)  32




---



##### Table of Contents



2009
    Compared with 2008
  Fresh Fruit:
    2009


2008(In thousands)Fresh fruit products

$
248,583


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


11,924



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


(6,326
)


21,300Net unrealized gain on foreign denominated instruments


8



3,583Gains on asset sales


51,164



25,463Total Fresh fruit EBIT

$
305,353


$
305,765     Fresh Vegetables:
    Packaged Foods:
 33




---



##### Table of Contents



Corporate:
  2008
    Compared with 2007
  Fresh Fruit:
    2008


2007(In thousands)Fresh fruit products

$
255,670


$
184,792Unrealized loss on foreign currency and fuel hedges


(251
)


(8,504
)Foreign currency exchange gain (loss) on vessel obligations


21,300



(1,414
)Net unrealized gain (loss) on foreign denominated instruments


3,583



(2,699
)Gains on asset sales


25,463



Total Fresh fruit EBIT

$
305,765


$
172,175    34




---



##### Table of Contents



Fresh Vegetables:
    Packaged Foods:
    Corporate:
  Discontinued
    Operations
   35




---



##### Table of Contents



Fresh-Cut Flowers


Citrus


Total2009Revenues

$
4,154


$



$
4,154Income before income taxes

$
1,160


$



$
1,160Income taxes


479







479Income from discontinued operations, net of income taxes

$
1,639


$



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

$
1,308


$



$
1,3082008Revenues

$
106,919


$
5,567


$
112,486Loss before income taxes

$
(43,235
)

$
(1,408
)

$
(44,643
)Income taxes


16,936



316



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

$
(26,299
)

$
(1,092
)

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

$



$
3,315


$
3,3152007Revenues

$
110,153


$
13,586


$
123,739Income (loss) before income taxes

$
(19,146
)

$
733


$
(18,413
)Income taxes


2,994



(300
)


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

$
(16,152
)

$
433


$
(15,719
)   Fresh-Cut
    Flowers
  009 Compared with 2008:
  008 Compared with 2007:
 36




---



##### 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

$
901


$
74,632


$
386,253


$
315,000


$
776,786Variable rate debt


7,680



15,360



716,176







739,216Notes payable


37,308















37,308Capital lease obligations


3,023



7,099



6,424



48,519



65,065Non-cancelable operating lease commitments


173,015



203,936



101,253



102,029



580,233Purchase obligations


697,082



595,777



205,683



77,421



1,575,963Minimum required pension funding


27,441



49,221



49,665



74,118



200,445Postretirement benefit payments


4,118



8,001



7,588



16,958



36,665Interest payments on fixed and variable rate debt


143,432



272,716



218,405



86,155



720,708Total contractual cash obligations

$
1,094,000


$
1,226,742


$
1,691,447


$
720,200


$
4,732,389   Long-Term Debt:
  Capital Lease Obligations:
  Operating Lease Commitments:
    Purchase Obligations:
   37




---



##### Table of Contents



Interest payments on fixed and variable rate
    debt:
  Other Obligations and Commitments:
      SOURCES AND
    USES OF CASH:
  2009


2008


2007(In thousands)Cash flow provided by (used in):Operating activities

$
282,952


$
44,563


$
46,322Investing activities


84,405



141,142



(61,383
)Financing activities


(340,695
)


(185,520
)


16,045Foreign currency impact


2,179



(6,417
)


3,663Increase (decrease) in cash

$
28,841


$
(6,232
)

$
4,647   Overview
   38




---



##### Table of Contents



Form 10-K.
  Cash
    Flows from Operating Activities
    Cash
    Flows from Investing Activities
   39




---



##### Table of Contents



Cash
    Flows from Financing Activities
    Dividends, Capital Contributions and Return of
    Capital:
    Recent
    Transactions Affecting Liquidity and Capital Resources
  Initial Public Offering:
         40




---



##### Table of Contents



IPO-related Debt Reduction:
    2010 Notes Refinancing Transaction:
  2009 Notes Refinancing Transaction:
      March 2010 Refinancing Transactions:
 41




---



##### Table of Contents



GUARANTEES,
    CONTINGENCIES AND DEBT COVENANTS:
        Form 10-K,
         42




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
      Grower Advances:
  Long-Lived Assets:
  1) Property, Plant and Equipment and Amortized
    Intangibles:
   43




---



##### Table of Contents



2) Goodwill and Indefinite-Lived Intangible
    Assets: ®
      Income Taxes:
     44




---



##### Table of Contents



Pension and Other Postretirement
    Benefits:
          Litigation:
 45




---



##### Table of Contents



Recently
    Adopted and Recently Issued Accounting Pronouncements
    Other
    Matters
  European Union (EU) Banana Import
    Regime:
            Impact of Hurricane Katrina:
   46




---



##### Table of Contents



Derivative Instruments and Hedging
    Activities:
        Year Ended January 2, 2010Foreign


Bunker


CrossCurrency


Fuel


CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
7,843


$
4,081


$



$
11,924Packaged foods


710











710Corporate










(21,051
)


(21,051
)$
8,553


$
4,081


$
(21,051
)

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


Bunker


CrossCurrency


Fuel


CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
4,074


$
(4,325
)

$



$
(251
)Packaged foods


1,928











1,928Corporate










(50,411
)


(50,411
)$
6,002


$
(4,325
)

$
(50,411
)

$
(48,734
)  47




---



##### Table of Contents



Year Ended December 29, 2007Foreign


Bunker


CrossCurrency


Fuel


CurrencyHedges


Hedges


Swap


Total(In thousands)Fresh fruit

$
(9,253
)

$
749


$



$
(8,504
)Packaged foods

$
(2,812
)










(2,812
)Corporate










(10,741
)


(10,741
)$
(12,065
)

$
749


$
(10,741
)

$
(22,057
)     Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest Rate Risk:
          Foreign Currency Exchange Risk:
   48




---



##### Table of Contents



Gross Notional ValueParticipating








Fair Market Value


Average StrikeForwards


Forwards


Total


Assets (Liabilities)


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

$
95,496


$
104,019


$
199,515


$
(111
)


JPY 94.95U.S. dollar/Euro


80,157



81,950



162,107



2,738



EUR 1.44U.S. dollar/Canadian dollar


24,400







24,400



(136
)


CAD 1.09Total

$
200,053


$
185,969


$
386,022


$
2,491  49




---



##### Table of Contents



Commodity Sales Price Risk:
  Commodity Purchase Price Risk:
    Counterparty Risk:
 50




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  I.
    Index to
    Consolidated Financial Statements of Dole Food Company,
    Inc.  Form 10-KPageAudited Financial Statements for the Three Years Ended
    January 2, 2010:Reports of Independent Registered Public
    Accounting Firm


52Consolidated Statements of Operations for the
    Years Ended January 2, 2010, January 3, 2009, and
    December 29, 2007


54Consolidated Balance Sheets as of January 2,
    2010 and January 3, 2009


55Consolidated Statements of Cash Flows for the
    Years Ended January 2, 2010, January 3, 2009 and
    December 29, 2007


56Consolidated Statements of Shareholders
    Equity for the Years Ended January 2, 2010, January 3,
    2009 and December 29, 2007


58Notes to Consolidated Financial Statements


59II.  Supplementary DataQuarterly Financial Information (Unaudited)


118   51




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONSFor the Years Ended January 2, 2010,
    January 3, 2009 and December 29, 2007  2009


2008


2007(In thousands, except per share data)Revenues, net

$
6,778,521


$
7,619,952


$
6,820,812Cost of products sold


(6,008,803
)


(6,862,892
)


(6,189,938
)Gross margin


769,718



757,060



630,874Selling, marketing and general and administrative expenses


(479,229
)


(509,418
)


(481,590
)Gain on asset sales (Note 8)


61,257



26,976



Operating income


351,746



274,618



149,284Other income (expense), net


(24,727
)


(14,066
)


1,848Debt retirement costs in connection with initial public offering
    (Note 11)


(30,551
)






Interest income


6,917



6,455



7,525Interest expense


(205,715
)


(174,485
)


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


97,670



92,522



(36,194
)Income taxes


(22,684
)


48,015



(4,054
)Earnings from equity method investments


10,100



6,388



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


85,086



146,925



(38,552
)Income (loss) from discontinued operations, net of income taxes


1,639



(27,391
)


(15,719
)Gain on disposal of discontinued operations, net of income taxes


1,308



3,315



Net income (loss)


88,033



122,849



(54,271
)Less: Net income attributable to noncontrolling interests


(3,948
)


(1,844
)


(3,235
)Net income (loss) attributable to Dole Food Company, Inc.

$
84,085


$
121,005


$
(57,506
)Earnings per share  Basic and Diluted (Note 21):Income (loss) from continuing operations  Basic

$
1.45


$
2.84


$
(0.75
)Net income (loss) attributable to Dole Food Company,
    Inc.  Basic

$
1.43


$
2.34


$
(1.11
)Income (loss) from continuing operations  Diluted

$
1.45


$
2.84


$
(0.75
)Net income (loss) attributable to Dole Food Company,
    Inc.  Diluted

$
1.43


$
2.34


$
(1.11
)    54




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.CONSOLIDATED BALANCE SHEETS
    As of January 2, 2010 and January 3, 2009
  2009


2008(In thousands,except per share data)ASSETSCash and cash equivalents

$
119,670


$
90,829Receivables, net of allowances of $51,380 and $41,357,
    respectively


726,157



807,235Inventories


718,191



796,407Prepaid expenses


68,665



69,347Deferred income tax assets


8,496



21,273Assets
    held-for-sale
    (Note 8)


96,020



202,876Total current assets


1,737,199



1,987,967Restricted deposits (Note 16)


23,290



Investments


85,004



73,085Property, plant and equipment, net of accumulated depreciation
    of $1,069,299 and $1,027,345, respectively


962,247



1,050,331Goodwill


407,247



406,540Intangible assets, net


705,853



708,458Other assets, net


186,183



138,238Total assets

$
4,107,023


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

$
474,399


$
510,773Liabilities
    held-for-sale
    (Note 8)






50,465Accrued liabilities


440,840



490,145Current portion of long-term debt, net


8,017



356,748Notes payable


37,308



48,789Total current liabilities


960,564



1,456,920Long-term debt, net


1,552,680



1,798,556Deferred income tax liabilities


204,567



254,205Other long-term liabilities


523,233



421,779Commitments and contingencies (Notes 15 and 18)Shareholders equityPreferred stock  $0.001 par value;
    10,000 shares authorized, none issued or outstanding






Common stock  $0.001 par value;
    300,000 shares authorized, 88,233 and 51,710 shares
    issued and outstanding as of January 2, 2010 and
    January 3, 2009


88



51Additional paid-in capital


768,973



409,630Retained earnings


105,207



36,122Accumulated other comprehensive loss


(35,293
)


(42,903
)Equity attributable to Dole Food Company Inc.


838,975



402,900Equity attributable to noncontrolling interests


27,004



30,259Total shareholders equity


865,979



433,159Total liabilities and shareholders equity

$
4,107,023


$
4,364,619    55




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Years Ended January 2, 2010, January 3, 2009
    and December 29, 2007
  2009


2008


2007(In thousands)Operating ActivitiesNet income (loss)

$
88,033


$
122,849


$
(54,271
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


119,572



138,828



155,605Net unrealized losses on financial instruments


17,030



25,086



31,473Share based compensation expense


925







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


(64,984
)


(50,751
)


6,826Impairment of discontinued operations






17,000



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






12,760



400Earnings from equity method investments


(10,100
)


(6,388
)


(1,696
)Amortization of debt issuance costs and discounts


8,626



4,085



4,106Debt retirement costs in connection with initial public offering


30,551







Write-off of debt issuance costs


5,601







Provision for deferred income taxes


1,391



(43,120
)


(35,932
)Unrecognized tax benefits on federal income tax audit settlement
    (Note 6)






(60,906
)


Pension and other postretirement benefit plan expense


14,321



21,656



19,539Gain on settlement of Hurricane Katrina










(5,200
)Other


(468
)


(128
)


505Changes in operating assets and liabilities, net of effects from
    acquisitions and dispositions:Receivables


41,153



(37,073
)


(68,794
)Inventories


42,373



(59,243
)


(96,992
)Prepaid expenses and other assets


(34,275
)


(10,943
)


(9,178
)Income taxes


(253
)


27,641



13,573Accounts payable


(7,781
)


30,487



86,447Accrued liabilities


39,994



(45,856
)


25,660Other long-term liabilities


(8,757
)


(41,421
)


(25,749
)Cash flow provided by operating activities


282,952



44,563



46,322Investing ActivitiesProceeds from sales of assets and businesses, net of cash
    disposed


159,564



226,483



41,718Hurricane Katrina insurance proceeds










5,200Capital expenditures


(51,212
)


(85,096
)


(106,821
)Restricted deposits


(23,290
)






Other


(657
)


(245
)


(1,480
)Cash flow provided by (used in) investing activities


84,405



141,142



(61,383
)Financing ActivitiesShort-term debt borrowings


37,918



94,943



119,389Short-term debt repayments


(33,621
)


(132,266
)


(91,176
)Long-term debt borrowings


1,294,712



1,348,050



1,167,530Long-term debt repayments


(1,906,583
)


(1,482,800
)


(1,169,213
)Payment of debt issuance costs


(25,409
)






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


(18,028
)






Proceeds from initial public offering, net


416,698







Repayment of assumed Hotel and Wellness Center debt


(85,000
)






Dividends paid to parent


(15,000
)






Dividends paid to noncontrolling interests


(6,382
)


(13,447
)


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


(340,695
)


(185,520
)


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


2,179



(6,417
)


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


28,841



(6,232
)


4,647Cash and cash equivalents at beginning of period


90,829



97,061



92,414Cash and cash equivalents at end of period

$
119,670


$
90,829


$
97,061  56




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Continued
 For the
    Years Ended January 2, 2010, January 3, 2009 and
    December 29, 2007





Supplemental
    cash flow information
                   57




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
    For the Years Ended January 2, 2010, January 3, 2009
    and December 29, 2007
  Accumulated OtherComprehensive Income (Loss)


EquityCommon





Additional


Retained


Pension & Other


Cumulative


Unrealized


Attributable to


TotalShares


Common


Paid-In


Earnings


Postretirement


Translation


Gains (Losses)


Noncontrolling


Shareholders


ComprehensiveOutstanding


Stock


Capital


(Deficit)


Benefits


Adjustment


on Hedges


Interests


Equity


Income (Loss)(In thousands)Balance at December 30, 2006


51,710


$
51


$
408,981


$
(53,812
)

$
(30,780
)

$
20,990


$
(4,347
)

$
25,333


$
366,416Net income (loss)














(57,506
)














3,235



(54,271
)

$
(54,271
)Noncontrolling interests in discontinued operations






























400



400



Dividends paid






























(10,485
)


(10,485
)


Unrealized foreign currency translation and hedging gains
    (losses)






















21,271



(1,362
)


57



19,966



19,966Reclassification of realized gains to net loss


























(9,816
)






(9,816
)


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


















4,028















4,028



4,028Cumulative effect of adoption of new accounting guidance for
    uncertain tax positions














26,435



















26,435



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










875



















11,338



12,213



Balance at December 29, 2007


51,710


$
51


$
409,856


$
(84,883
)

$
(26,752
)

$
42,261


$
(15,525
)

$
29,878


$
354,886


$
(40,093
)Net income














121,005















1,844



122,849


$
122,849Business dispositions


















(1,628
)


2,378











750



750Noncontrolling interests in discontinued operations






























481



481



Noncontrolling interests gain on sale of discontinued operations






























12,279



12,279



Dividends paid






























(14,108
)


(14,108
)


Unrealized foreign currency translation and hedging losses






















(17,452
)


(18,877
)


(19
)


(36,348
)


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


























5,272







5,272



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


















(12,580
)














(12,580
)


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










(226
)


















(96
)


(322
)


Balance at January 3, 2009


51,710


$
51


$
409,630


$
36,122


$
(40,960
)

$
27,187


$
(29,130
)

$
30,259


$
433,159


$
79,943Net income














84,085















3,948



88,033


$
88,033Initial public offering


35,715



36



415,084























415,120



Deemed assumption of Hotel and Wellness Center debt










(85,000
)






















(85,000
)


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










(5,956
)






















(5,956
)


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










33,794























33,794



Issuance of restricted stock


808



1



(1
)


























Share based compensation










925























925



Change in noncontrolling interests






























(340
)


(340
)


Dividends paid














(15,000
)














(6,382
)


(21,382
)


Unrealized foreign currency translation and hedging losses






















11,039



(3,593
)


16



7,462



7,462Reclassification of realized losses to net income


























11,597







11,597



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


















(11,433
)














(11,433
)


(11,433
)Contribution received from noncontrolling interest










497



















(497
)






Balance at January 2, 2010


88,233


$
88


$
768,973


$
105,207


$
(52,393
)

$
38,226


$
(21,126
)

$
27,004


$
865,979


$
95,659    58




---



##### Table of Contents





DOLE FOOD
    COMPANY, INC.



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Foreign Currency Exchange:
  Leases:
  Share Based Compensation:
  Guarantees:
  Use of Estimates:
 62




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Recently
    Adopted Accounting Pronouncements
  Accounting Standards Codification Form 10-K
            Recently
    Issued Accounting Pronouncements
   63




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Stock
    Incentive Plan
    Note 4 
    Other
    Income (Expense), Net    2009


2008


2007(In thousands)Unrealized loss on the cross currency swap

$
(21,051
)

$
(50,411
)

$
(10,741
)Realized gain on the cross currency swap


9,382



11,209



12,780Unrealized loss on foreign denominated borrowings


(1,190
)


(1,119
)


Realized gains (loss) on foreign denominated borrowings


(436
)


4,708



Foreign currency exchange gain (loss) on vessel obligation


(6,326
)


21,300



(1,414
)Write-off of debt issuance costs


(5,601
)


(652
)


Other


495



899



1,223Other income (expense), net

$
(24,727
)

$
(14,066
)

$
1,848     Note 5 
    Discontinued
    Operations  Held-For-Sale).
 66




---



##### Table of Contents



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


Citrus


Total(In thousands)2009Revenues

$
4,154


$



$
4,154Income before income taxes

$
1,160


$



$
1,160Income taxes


479







479Income from discontinued operations, net of income taxes

$
1,639


$



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

$
1,308


$



$
1,3082008Revenues

$
106,919


$
5,567


$
112,486Loss before income taxes

$
(43,235
)

$
(1,408
)

$
(44,643
)Income taxes


16,936



316



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

$
(26,299
)

$
(1,092
)

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

$



$
3,315


$
3,3152007Revenues

$
110,153


$
13,586


$
123,739Income (loss) before income taxes

$
(19,146
)

$
733


$
(18,413
)Income taxes


2,994



(300
)


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

$
(16,152
)

$
433


$
(15,719
)      67




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Note 6 
    Income
    Taxes    2009


2008


2007(In thousands)CurrentFederal, state and local

$
308


$
835


$
735Foreign


24,684



22,753



15,39924,992



23,588



16,134DeferredFederal, state and local


(2,151
)


(16,218
)


(29,122
)Foreign


4,037



(3,723
)


(3,573
)1,886



(19,941
)


(32,695
)Non-current tax (benefit) expense


(4,194
)


(51,662
)


20,615$
22,684


$
(48,015
)

$
4,054       2009


2008


2007(In thousands)Expense (benefit) computed at U.S. federal statutory income tax
    rate of 35%

$
34,185


$
32,383


$
(12,668
)Foreign income taxed at different rates


(16,569
)


(40,236
)


8,963State and local income tax, net of federal income taxes


(6,626
)


(8,467
)


(3,948
)Valuation allowances


12,708



9,787



11,071U.S. Appeals Settlement and other changes in liabilities for
    uncertain tax positions


(4,036
)


(36,993
)


Non-deductible goodwill, permanent items and other


3,022



(4,489
)


636Income tax expense (benefit)

$
22,684


$
(48,015
)

$
4,054  68




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    January 2,


January 3,2010


2009(In thousands)Intangibles

$
(295,797
)

$
(295,362
)Property, plant and equipment


(127,054
)


(134,819
)Investment and other asset basis differences


14,261



34,534Postretirement benefits


80,390



59,132Operating accruals


51,458



71,698Tax credit carryforwards


22,404



21,753Net operating loss and other carryforwards


176,361



106,383Valuation allowances


(172,785
)


(144,083
)Other, net


54,691



47,832$
(196,071
)

$
(232,932
)      69




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    January 2,


January 3,2010


2009(In thousands)Deferred tax assets

$
581,884


$
489,343Deferred tax asset valuation allowance


(170,162
)


(144,083
)411,722



345,260Deferred tax liabilities


(607,793
)


(578,192
)Net deferred tax liabilities

$
(196,071
)

$
(232,932
)Current deferred tax assets consist of:Deferred tax assets, net of valuation allowance

$
46,655


$
54,508Deferred tax liabilities


(38,159
)


(33,235
)Net current deferred tax assets


8,496



21,273Non-current deferred tax liabilities consist of:Deferred tax assets, net of valuation allowance


365,066



290,752Deferred tax liabilities


(569,633
)


(544,957
)Net non-current deferred tax liabilities


(204,567
)


(254,205
)Net deferred tax liabilities

$
(196,071
)

$
(232,932
)     January 2,


January 3,


December 29,2010


2009


2007(In thousands)Unrecognized tax benefits  opening balance

$
115,868


$
204,421


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


15,444



14,361



10,837Gross decreases  tax positions in prior period


(22,721
)


(346
)


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


3,866



4,654



8,284Settlements*


(278
)


(105,139
)


(1,793
)Lapse of statute of limitations


(2,871
)


(2,083
)


(100
)Unrecognized tax benefits  ending balance

$
109,308


$
115,868


$
204,421     *
    
    2008 activity includes $110 million reduction in gross
    unrecognized tax benefits due to the settlement of the federal
    income tax audit for the years 1995 to 2001 less a cash refund
    received of $6 million on this settlement plus various
    state and foreign audit settlements totaling approximately
    $1 million.     70




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  non-U.S. income
  Income Tax Audits:
  Internal Revenue Service Audit: 2002-2005
    Note 7 
    Details
    of Certain Assets and Liabilities    January 2,


January 3,2010


2009(In thousands)ReceivablesTrade

$
609,269


$
684,053Notes and other


126,559



120,976Grower advances


38,260



34,861Unrealized hedging gain


3,243



5,625Income tax refund


206



3,077777,537



848,592Allowance for doubtful accounts


(51,380
)


(41,357
)$
726,157


$
807,235InventoriesFinished products

$
355,387


$
344,643Raw materials and work in progress


100,843



168,670Crop-growing costs


207,312



210,263Operating supplies and other


54,649



72,831$
718,191


$
796,407  71




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      January 2,


January 3,2010


2009(In thousands)Employee-related costs and benefits

$
101,142


$
127,162Amounts due to growers


83,561



64,746Marketing and advertising


70,534



64,256Shipping related costs


53,821



49,622Materials and supplies


35,604



27,217Interest


37,708



25,820Unrealized cross currency swap, interest rate swap and hedging
    losses


247



80,760Other


58,223



50,562$
440,840


$
490,145     January 2,


January 3,2010


2009(In thousands)Accrued postretirement and other employee benefits

$
271,247


$
245,357Liability for unrecognized tax benefits


86,403



90,767Unrealized cross currency swap and interest rate swap losses


84,149



Other


81,434



85,655$
523,233


$
421,779   Note 8 
    Assets
    Held-for-Sale  held-for-sale.
  held-for-sale
  Fresh-CutFlowersFresh


Packaged


Discontinued


Total AssetsFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of January 3, 2009

$
98,105


$
38,600


$
4,182


$
61,989


$
202,876Additions


48,606



599











49,205Sales


(70,394
)


(35,349
)


(968
)


(49,350
)


(156,061
)Balance as of January 2, 2010

$
76,317


$
3,850


$
3,214


$
12,639


$
96,020   held-for-sale
 72




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  held-for-sale
  Fresh-CutFlowersFresh


Packaged


Discontinued


Total LiabilitiesFresh Fruit


Vegetables


Foods


Operation


Held-For-Sale(In thousands)Balance as of January 3, 2009

$
5,247


$



$



$
45,218


$
50,465Additions


13,893















13,893Sales


(19,140
)










(45,218
)


(64,358
)Balance as of January 2, 2010

$



$



$



$



$
     held-for-sale.
  Fresh
    Fruit
  held-for-sale held-for-sale
  held-for-sale:
  held-for-sale
  Fresh
    Vegetables
     73




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Packaged
    Foods
    held-for-sale
  Fresh-Cut
    Flowers  Discontinued Operation
    held-for-sale
  Note 9 
    Property,
    Plant and Equipment    January 2,


January 3,2010


2009(In thousands)Land and land improvements

$
521,045


$
523,355Buildings and leasehold improvements


398,650



398,371Machinery and equipment


798,787



810,722Vessels and containers


192,146



201,178Vessels and equipment under capital leases


91,593



91,392Construction in progress


29,325



52,6582,031,546



2,077,676Accumulated depreciation


(1,069,299
)


(1,027,345
)$
962,247


$
1,050,331     YearsLand improvements

3 to 40Buildings and leasehold improvements

2 to 50Machinery and equipment

3 to 35Vessels and containers

5 to 20Vessels and equipment under capital leases

Shorter of useful life
    or life of lease  74




---



##### Table of Contents



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


PackagedFresh Fruit


Vegetables


Foods


Total(In thousands)Balance as of December 29, 2007

$
359,072


$
86,675


$
63,771


$
509,518Tax-related adjustments


(59,208
)


(15,469
)


(3,160
)


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


(24,751
)










(24,751
)Other


(390
)










(390
)Balance as of January 3, 2009

$
274,723


$
71,206


$
60,611


$
406,540Acquisition of Distrifruit


6,207











6,207Disposal of box plant operations


(5,500
)










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

$
275,430


$
71,206


$
60,611


$
407,247          75




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    January 2,


January 3,2010


2009(In thousands)Amortized intangible assets:Customer relationships

$
39,631


$
38,501Other amortized intangible assets


2,126



2,04241,757



40,543Accumulated amortization  customer relationships


(23,989
)


(20,248
)Other accumulated amortization


(1,530
)


(1,452
)Accumulated amortization  intangible assets


(25,519
)


(21,700
)Amortized intangible assets, net


16,238



18,843Indefinite-lived intangible assets:Trademark and trade names


689,615



689,615Total identifiable intangible assets, net

$
705,853


$
708,458       Fiscal Year

Amount2010

$
3,7902011

$
3,7902012

$
3,7902013

$
1,6112014

$
955    76




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Note 11 
    Notes
    Payable and Long-Term Debt    January 2,


January 3,2010


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

$



$
345,0007.25% notes due 2010






400,0008.875% notes due 2011


70,000



200,0008.75% debentures due 2013


155,000



155,000Secured debt:13.875% notes due 2014


227,437



8% notes due 2016


315,000



Revolving credit facility






150,500Term loan facilities


739,216



835,444Contracts and notes, at a weighted-average interest rate of 6%
    in 2009 (6.1% in 2008) through 2014


9,349



9,221Capital lease obligations


65,065



60,448Notes payable, at a weighted-average interest rate of 4.1% in
    2009 (6.4% in 2008)


37,308



48,789Unamortized debt discount


(20,370
)


(309
)1,598,005



2,204,093Current maturities


(45,325
)


(405,537
)$
1,552,680


$
1,798,556   Notes
    Payable
    Notes
    and Debentures
     77




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
                Term
    Loans and Revolving Credit Facility
   78




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
          March 2010 refinancing transactions:
  Capital
    Lease Obligations
    Covenants
   79




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Debt
    Issuance Costs
      Fair
    Value of Debt
    January 2, 2010

January 3, 2009Carrying

Estimated

Carrying

EstimatedValue

Fair Value

Value

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

$
747,067


$
824,412


$
1,100,000


$
809,400Term loans


739,216



743,836



835,444



585,855    80




---



##### Table of Contents



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

Amount2010

$
45,3252011


81,7342012


7,8232013


871,3002014


230,295Thereafter


361,528Total

$
1,598,005   Other
    Note 12 
    Employee
    Benefit Plans          Pension
    Protection Act of 2006 and Worker, Retiree, and Employer
    Recovery Act of 2008
   81




---



##### Table of Contents



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


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 2,


January 3,


January 2,


January 3,


January 2,


January 3,2010


2009


2010


2009


2010


2009(In thousands)Change in projected benefit obligationBenefit obligation at beginning of period

$
267,062


$
308,097


$
94,822


$
141,714


$
40,025


$
63,803Service cost


166



149



6,306



7,069



143



284Interest cost


17,246



18,481



7,468



10,314



2,632



3,920Plan amendments










376



3,448



(739
)


(20,960
)Foreign currency exchange rate changes










3,104



(11,721
)






Actuarial (gain) loss


35,771



(34,261
)


(1,002
)


2,822



3,707



(1,610
)Divestitures










(2,550
)


(44,158
)






Curtailments, settlements and terminations, net






















(158
)Benefits paid


(23,570
)


(25,404
)


(13,012
)


(14,666
)


(3,635
)


(5,254
)Benefit obligation at end of period

$
296,675


$
267,062


$
95,512


$
94,822


$
42,133


$
40,025Change in plan assetsFair value of plan assets at beginning of period

$
165,533


$
237,881


$
3,924


$
38,485


$



$
Actual return on plan assets


32,748



(49,237
)


376



2,123







Company contributions


7,981



2,293



13,012



17,874



3,635



5,254Foreign currency exchange rate changes










128



(3,001
)






Benefits paid


(23,570
)


(25,404
)


(13,012
)


(14,666
)


(3,635
)


(5,254
)Divestitures














(36,891
)






Fair value of plan assets at end of period

$
182,692


$
165,533


$
4,428


$
3,924


$



$
Funded status

$
(113,983
)

$
(101,529
)

$
(91,084
)

$
(90,898
)

$
(42,133
)

$
(40,025
)Amounts recognized in theConsolidated Balance SheetsCurrent liabilities

$
(2,481
)

$
(2,224
)

$
(6,823
)

$
(5,729
)

$
(4,118
)

$
(4,271
)Long-term liabilities


(111,502
)


(99,305
)


(84,261
)


(85,169
)


(38,015
)


(35,754
)$
(113,983
)

$
(101,529
)

$
(91,084
)

$
(90,898
)

$
(42,133
)

$
(40,025
)    82




---



##### Table of Contents



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


International Pension Plans


OPRB PlansYear Ended


Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 2,


January 3,


January 2,


January 3,


January 2,


January 3,2010


2009


2010


2009


2010


2009(In thousands)Net actuarial loss (gain)

$
94,032


$
74,383


$
7,621


$
11,592


$
(4,123
)

$
(8,091
)Prior service cost (benefit)






1



3,766



3,718



(22,755
)


(25,506
)Net transition obligation










33



81







Income taxes


(35,709
)


(27,894
)


(677
)


(584
)


10,205



13,260Total

$
58,323


$
46,490


$
10,743


$
14,807


$
(16,673
)

$
(20,337
)     January 2,


January 3,2010


2009(In thousands)Projected benefit obligation

$
392,187


$
361,884Accumulated benefit obligation

$
366,445


$
333,814Fair value of plan assets

$
187,120


$
169,457  83




---



##### Table of Contents



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


International Pension PlansYear


Year


Year


Year


Year


YearEnded


Ended


Ended


Ended


Ended


EndedJanuary 2,


January 3,


December 29,


January 2,


January 3,


December 29,2010


2009


2007


2010


2009


2007(In thousands)Components of net periodic benefit cost:Service cost

$
166


$
149


$
149


$
6,306


$
7,069


$
6,947Interest cost


17,246



18,481



17,139



7,468



10,314



8,820Expected return on plan assets


(16,892
)


(18,139
)


(17,721
)


(428
)


(2,378
)


(2,473
)Amortization of:Unrecognized net loss


268



1,485



1,236



569



493



525Unrecognized prior service cost






1



1



333



79



79Unrecognized net transition obligation














49



59



56Curtailments, settlements and terminations, net














458



918



653$
788


$
1,977


$
804


$
14,755


$
16,554


$
14,607Other changes recognized in other comprehensive loss:Net loss (gain)

$
19,916


$
33,115


$
6,049


$
(855
)

$
3,030


$
(6,430
)Prior service cost














376



3,449



Amortization of:Unrecognized net loss (gain)


(268
)


(1,485
)


(1,236
)


(3,176
)


698



(1,178
)Unrecognized prior service cost






(1
)


(1
)


(333
)


(79
)


(79
)Unrecognized net transition obligation














(49
)


(59
)


(56
)Foreign currency adjustment














66



(159
)


646Income taxes


(7,815
)


(11,860
)


(499
)


(93
)


(376
)


860Total recognized in other comprehensive loss

$
11,833


$
19,769


$
4,313


$
(4,064
)

$
6,504


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

$
12,621


$
21,746


$
5,117


$
10,691


$
23,058


$
8,370   84




---



##### Table of Contents



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


Year


YearEnded


Ended


EndedJanuary 2,


January 3,


December 29,2010


2009


2007(In thousands)Components of net periodic benefit cost:Service cost

$
143


$
284


$
308Interest cost


2,632



3,921



4,639Amortization of:Unrecognized net loss (gain)


(506
)


(8
)


95Unrecognized prior service benefit


(3,491
)


(914
)


(914
)Curtailments, settlements and terminations, net






(158
)


$
(1,222
)

$
3,125


$
4,128Other changes recognized in other comprehensive loss:Net loss (gain)

$
3,461


$
(1,963
)

$
(5,194
)Prior service benefit


(739
)


(20,960
)


Amortization of:Unrecognized net loss (gain)


506



8



(95
)Unrecognized prior service benefit


3,491



914



914Income taxes


(3,055
)


9,936



2,271Total recognized in other comprehensive loss

$
3,664


$
(12,065
)

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

$
2,442


$
(8,940
)

$
2,024     Assumptions
    U.S. Pension


InternationalPlans


Pension Plans


OPRB Plans2009


2008


2009


2008


2009


2008Rate assumptions:Discount rate


5.50
%


6.75
%


7.70
%


8.30
%


5.85
%


7.03
%Rate of compensation increase






2.50
%


5.37
%


6.00
%






  85




---



##### Table of Contents



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


International Pension Plans


OPRB Plans2009


2008


2007


2009


2008


2007


2009


2008


2007Rate assumptions:Discount rate


6.75
%


6.25
%


5.75
%


8.30
%


8.47
%


6.61
%


7.03
%


6.44
%


5.91
%Compensation increase


2.50
%


2.50
%


2.50
%


6.00
%


5.85
%


5.15
%










Rate of return on plan assets


8.00
%


8.00
%


8.00
%


10.00
%


7.70
%


6.73
%










       Year Ended


Year EndedJanuary 2,


January 3,Fiscal Year

2010


2009Health care costs trend rate assumed for next year


8
%


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


5.0
%


5.5
%Year that the rate reaches the ultimate trend rate


2016



2012       One-Percentage-Point


One-Percentage-PointIncrease


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

$
103


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

$
1,713


$
(1,491
)   Plan
    Assets
    TargetAsset Class

AllocationFixed income securities


40
%Equity securities


55
%Private equity and venture capital funds


5
%  86




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Plan Assets atJanuary 2,


January 3,Asset Class

2010


2009Fixed income securities


47
%


53
%Equity securities


52
%


45
%Private equity and venture capital funds


1
%


2
%Total


100
%


100
%               Plan
    Contributions and Estimated Future Benefit
    Payments
   87




---



##### Table of Contents



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


PensionFiscal Year

Plans


Plans


OPRB Plans(In thousands)2010

$
23,280


$
9,326


$
4,1182011


22,624



8,883



4,0622012


22,686



8,818



3,9392013


22,243



8,920



3,8522014


21,922



10,030



3,7362015-2019


106,360



53,056



16,958Total

$
219,115


$
99,033


$
36,665   Defined
    Contribution Plans
    Multi-Employer
    Plans
    Note 13 
    Shareholders
    Equity    Dividends
    Initial
    Public Offering
   88




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
      Comprehensive
    Income (Loss)
    Note 14 
    Business
    Segments       89




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Results
    of Operations:
  2009


2008


2007(In thousands)Revenues from external customersFresh fruit

$
4,710,924


$
5,401,145


$
4,736,902Fresh vegetables


1,024,526



1,086,888



1,059,401Packaged foods


1,041,853



1,130,791



1,023,257Corporate


1,218



1,128



1,252$
6,778,521


$
7,619,952


$
6,820,812EBITFresh fruit

$
305,353


$
305,765


$
172,175Fresh vegetables


9,359



1,100



(21,668
)Packaged foods


105,491



70,984



80,093Total operating segments


420,203



377,849



230,600Corporate:Unrealized loss on cross currency swap


(21,051
)


(50,411
)


(10,741
)Unrealized loss on foreign denominated instruments


(612
)


(1,119
)


(4,017
)Debt retirement costs in connection with initial public offering


(30,551
)






Operating and other expenses


(54,504
)


(52,924
)


(55,489
)Total Corporate


(106,718
)


(104,454
)


(70,247
)Interest expense


(205,715
)


(174,485
)


(194,851
)Income taxes


(22,684
)


48,015



(4,054
)Income (loss) from continuing operations, net of income taxes

$
85,086


$
146,925


$
(38,552
)       Financial
    Position:
  January 2,


January 3,2010


2009(In thousands)Total assetsFresh fruit

$
2,165,234


$
2,322,899Fresh vegetables


396,449



460,221Packaged foods


645,349



686,801Total operating segments


3,207,032



3,469,921Corporate


887,352



832,709Fresh-cut flowers  discontinued operations


12,639



61,989$
4,107,023


$
4,364,619  90




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    2009


2008


2007(In thousands)Depreciation and amortizationFresh fruit

$
74,437


$
90,289


$
96,480Fresh vegetables


19,869



19,420



18,414Packaged foods


22,898



25,419



32,989Total operating segments


117,204



135,128



147,883Corporate


2,368



2,532



3,498Discontinued operations






1,168



4,224$
119,572


$
138,828


$
155,605Capital additionsFresh fruit

$
26,757


$
44,381


$
52,511Fresh vegetables


11,762



9,152



27,433Packaged foods


10,304



20,111



23,913Total operating segments


48,823



73,644



103,857Corporate


1,914



255



158Discontinued operations






3,016



3,215$
50,737


$
76,915


$
107,230     2009


2008


2007(In thousands)Revenues from external customersUnited States

$
2,831,296


$
2,982,968


$
2,669,932Japan


793,539



723,195



590,218Sweden


456,512



564,499



474,139Germany


447,961



551,555



470,570Canada


311,070



287,758



262,217United Kingdom


57,449



242,258



329,999Other Euro zone countries


743,851



944,470



817,082Other international


1,136,843



1,323,249



1,206,655$
6,778,521


$
7,619,952


$
6,820,812  91




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    January 2,


January 3,2010


2009(In thousands)Tangible long-lived assetsUnited States

$
494,178


$
480,000Oceangoing assets


131,535



134,681Philippines


153,200



144,114Costa Rica


83,299



96,916Honduras


74,682



79,298Chile


25,869



48,647Ecuador


57,838



64,426Other international


144,684



140,487$
1,165,285


$
1,188,569   Note 15 
    Operating
    Leases and Other Commitments        Fiscal Year

Amount2010

$
173,0152011


116,2352012


87,7012013


71,9662014


29,287Thereafter


102,029Total

$
580,233      92




---



##### Table of Contents



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

Amount2010

$
529,4022011


332,0952012


193,6822013


125,3592014


80,324Thereafter


77,421Total

$
1,338,283       Fiscal Year

Amount2010

$
167,6802011


70,000Total

$
237,680     Note 16 
    Derivative
    Financial Instruments       93




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
           94




---



##### Table of Contents



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




Derivative Assets (Liabilities)Strike

Notional


Balance Sheet

FairPrice

Amount


Classification

Value(In thousands)Derivatives designated as hedging instruments:Interest rate swap



$
320,000


Other long-term liabilities

$
(20,560
)Derivatives not designated as hedging instruments:Foreign currency hedges (buy/sell):U.S. dollar/Japanese yen

JPY 94.95


199,515


Accrued liabilities


(111
)U.S. dollar/Euro

EUR 1.44


162,107


Receivables, net


2,738U.S. dollar/Canadian dollar

CAD 1.09


24,400


Accrued liabilities


(136
)Cross currency swap  current portion







Receivables, net


2,049Cross currency swap




320,000


Other long-term liabilities


(63,589
)Bunker fuel hedges

$435


20,000


Receivables, net


505(per metric ton)


(metric tons
)Total derivatives not designated as hedging instruments










(58,544
)Total









$
(79,104
)       LossRecognized inAOCI During


Losses Reclassified into IncomeYear Ended





Year EndedJanuary 2,


Income Statement


January 2,2010


Classification


2010(In thousands)Derivatives designated as hedging instruments:Interest rate swap

$
3,593



Interest expense


$
11,597    95




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    Unrealized Gains (Losses)January 2,


January 3,


December 29,Income Statement Classification

2010


2009


2007(In thousands)Derivatives not designated as hedging instruments:Foreign currency exchange contracts

Cost of products sold

$
8,553


$
6,002


$
(12,065
)Bunker fuel contracts

Cost of products sold


4,081



(4,325
)


749Cross currency swap

Other income (expense), net


(21,051
)


(50,411
)


(10,741
)Total



$
(8,417
)

$
(48,734
)

$
(22,057
)   Realized Gains (Losses)January 2,


January 3,


December 29,Income Statement Classification

2010


2009


2007(In thousands)Derivatives not designated as hedging instruments:Foreign currency exchange contracts

Cost of products sold

$
(1,854
)

$
(11,255
)

$
12,719Bunker fuel contracts

Cost of products sold


349



678



3,903Cross currency swap

Other income (expense), net


9,382



11,209



12,780Total



$
7,877


$
632


$
29,402   Note 17 
    Fair
    Value Measurements         96




---



##### Table of Contents



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


Significant


SignificantOther Observable


Other Observable


UnobservableJanuary 2,


Inputs


Inputs


Inputs2010


(Level 1)


(Level 2)


(Level 3)(In thousands)Assets and Liabilities Measured on a Recurring BasisAssets:Foreign currency exchange contracts

$
2,738


$



$
2,738


$
Bunker fuel contracts


505







505



$
3,243


$



$
3,243


$
Liabilities:Foreign currency exchange contracts

$
247


$



$
247


$
Interest rate swap


20,560







20,560



Cross currency swap, net


61,540







61,540



$
82,347


$



$
82,347


$
   Fair Value Measurements at Reporting Date UsingSignificant


Significant


SignificantOther Observable


Other Observable


UnobservableJanuary 3,


Inputs


Inputs


Inputs2009


(Level 1)


(Level 2)


(Level 3)(In thousands)Assets and Liabilities Measured on a Recurring BasisAssets:Foreign currency exchange contracts

$
5,625


$



$
5,625


$
Liabilities:Foreign currency exchange contracts

$
11,240


$



$
11,240


$
Bunker fuel contracts


3,576







3,576



Interest rate swap


26,467







26,467



Cross currency swap, net


40,488







40,488



$
81,771


$



$
81,771


$
    97




---



##### Table of Contents



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


Significant


SignificantOther Observable


Other Observable


UnobservableJanuary 2,


Inputs


Inputs


Inputs2010


(Level 1)


(Level 2)


(Level 3)(In thousands)Assets Measured on a Nonrecurring Basis Distrifruit net
    assets

$
10,037


$



$



$
10,037       Credit
    Risk
   98




---



##### Table of Contents



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


Significant Other


SignificantIdentical Assets


Observable


Unobservable


January 2,(Level 1)


Inputs (Level 2)


Inputs (Level 3)


2010Cash and cash equivalents

$
149


$



$



$
149U.S. government securities


5,433



10,238







15,671Foreign
    government/state/municipal
    securities






2,603







2,603Corporate debt instruments






21,362







21,362Common stock


355











355Interest in registered investment companies


39,424











39,424Common collective trusts






83,818



1,849



85,667Interests in limited partnerships










28



28Interest in
    103-12
    investment companies










11,666



11,666Unallocated annuity contracts










10,420



10,420Preferred stock and other


52



1,092







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






(1,369
)






(1,369
)Total

$
45,413


$
117,744


$
23,963


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


Interest in


Unallocated


103-12Collective


Limited


annuity


InvestmentTrusts


Trusts


Contracts


Companies


TotalBeginning balance  January 3, 2009

$
2,362


$
103


$
10,153


$
6,158


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


(515
)


(75
)


(78
)


5,586



4,918Net purchases, issuances and settlements


2







345



(78
)


269Net transfer in or (out) of Level 3


















Ending balance  January 2, 2010

$
1,849


$
28


$
10,420


$
11,666


$
23,963   Note 18 
    Contingencies     99




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
          DBCP Cases: (1,2-dibromo-3-chloropropane).
     100




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
             101




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
            European
    Union Antitrust Inquiries  Northern and Southern
    Europe:
  Northern
    Europe
     102




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
        Southern
    Europe
    Honduran Tax Case:
  Note 19 
    Related
    Party Transactions  inter alia,
     103




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
    50-50
          Note 20 
    Impact of
    Hurricane Katrina       104




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Note 21 
    Earnings
    Per Share  Fiscal Year EndedJanuary 2,


January 3,


December 29,2010


2009


2007(In thousands, except per share amounts)Income (loss) from continuing operations

$
85,086


$
146,925


$
(38,552
)Income (loss) from discontinued operations


1,639



(27,391
)


(15,719
)Gain on disposal of discontinued operations


1,308



3,315



Less: Net income attributable to noncontrolling interests


(3,948
)


(1,844
)


(3,235
)Net income (loss) attributable to Dole Food Company, Inc.

$
84,085


$
121,005


$
(57,506
)Weighted average common shares outstanding 
    Basic(1)


58,775



51,710



51,710Diluted effects of stock incentive plan










Weighted average common shares outstanding  Diluted


58,775



51,710



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

$
1.45


$
2.84


$
(0.75
)Income (loss) from discontinued operations


0.03



(0.53
)


(0.30
)Gain on disposal of discontinued operations


0.02



0.06



Less: Net income attributable to noncontrolling interests


(0.07
)


(0.03
)


(0.06
)Net income (loss) attributable to Dole Food Company, Inc.

$
1.43


$
2.34


$
(1.11
)Earnings Per Share Diluted:Income (loss) from continuing operations

$
1.45


$
2.84


$
(0.75
)Income (loss) from discontinued operations


0.03



(0.53
)


(0.30
)Gain on disposal of discontinued operations


0.02



0.06



Less: Net income attributable to noncontrolling interests


(0.07
)


(0.03
)


(0.06
)Net income (loss) attributable to Dole Food Company, Inc.

$
1.43


$
2.34


$
(1.11
)     (1)
    
    Basic weighted average common shares outstanding reflect the
    effect of the 51,710:1 share conversion related to the
    restructuring transactions in connection with the IPO (see
    Note 3 for further information).    Note 22 
    Share
    Based Compensation   105




---



##### Table of Contents



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


AggregateShares


Weighted-


Average


IntrinsicUnder Option


Average


Remaining


Value(1)(In thousands)


Exercise Price


Contractual Term


(In thousands)Outstanding at January 3, 2009














Granted


1,395


$
12.50






$
Exercised














Cancelled and forfeited














Outstanding at January 2, 2010


1,395


$
12.50



9.81 years


$
Expected to vest in the future at January 2, 2010


1,325


$
12.50



9.81 years


$
     (1)
    
    The aggregate intrinsic value was calculated based on the gross
    difference between Doles closing stock price on
    January 2, 2010 of $12.41 and the exercise prices for all
    in-the-money
    options outstanding, excluding tax effects.      2009Expected life (in years)


6.0Risk-free interest rate


3.0
%Expected volatility


42.7
%Dividend yield


  106




---



##### Table of Contents



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


AverageAverage


RemainingShares


Grant Date


Contractual(In thousands)


Fair value


TermUnvested at January 3, 2009






Granted


814


$
12.50Vested






Cancelled and forfeited


(6
)


12.50Unvested at January 2, 2010


808


$
12.50



2.81 yearsExpected to vest in the future at January 2, 2010


768


$
12.50



2.81 years     Restricted
    Stock Units
    WeightedWeighted


AverageAverage


RemainingShares


Grant Date


Contractual(In thousands)


Fair value


TermUnvested at January 3, 2009






Granted


37


$
12.50Vested






Cancelled and forfeited


(2
)


12.50Unvested at January 2, 2010


35


$
12.50



2.81 yearsExpected to vest in the future at January 2, 2010


33


$
12.50



2.81 years    107




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
  Summary
    of share-based compensation
    2009(In thousands)Stock options

$
385Restricted stocks and restricted stock units


540Total share-based compensation


925Estimated income tax benefit included in provision for income
    taxes


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

$
651   Note 23 
    Equity
    Method Investments      Summarized Statement of Operations information for fiscal
    year

2009


2008


2007(In thousands)Revenues, net

$
1,157,173


$
1,193,258


$
701,886Gross margin


484,460



625,929



338,747Operating income


48,497



32,942



14,319Net income


28,956



17,730



5,316   January 2,


January 3,Summarized Balance Sheet information

2010


2009(In thousands)Current assets

$
298,121


$
293,126Noncurrent assets


361,882



316,311Total assets


660,003



609,437Current liabilities


160,464



190,065Noncurrent liabilities


263,072



214,380Total liabilities


423,536



404,445Shareholders equity


229,159



198,422Equity attributable to noncontrolling interests


7,308



6,570Total shareholders equity


236,467



204,992Doles total equity method investments


84,358



72,273  108




---



##### Table of Contents



DOLE FOOD
    COMPANY, INC.
  NOTES TO
    CONSOLIDATED STATEMENTS  (Continued)
   Note 24 
    Subsequent
    Event    Note 25 
    Guarantor
    Financial Information       109




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
72,497


$
3,049,156


$
5,121,149


$
(1,464,281
)

$
6,778,521Cost of products sold


(60,388
)


(2,726,295
)


(4,674,370
)


1,452,250



(6,008,803
)Gross margin


12,109



322,861



446,779



(12,031
)


769,718Selling, marketing and general and administrative expenses


(62,227
)


(197,670
)


(231,363
)


12,031



(479,229
)Gain on asset sales






10,093



51,164







61,257Operating income (loss)


(50,118
)


135,284



266,580







351,746Equity in subsidiary income


216,555



145,008







(361,563
)


Other income (expense), net


(246
)






(24,481
)






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


(30,551
)














(30,551
)Interest income


1,190



151



5,576







6,917Interest expense


(130,468
)


(115
)


(75,132
)






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


6,362



280,328



172,543



(361,563
)


97,670Income taxes


77,723



(65,083
)


(35,324
)






(22,684
)Earnings from equity method investments






110



9,990







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


84,085



215,355



147,209



(361,563
)


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










1,639







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










1,308







1,308Net income


84,085



215,355



150,156



(361,563
)


88,033Less: Net income attributable to noncontrolling interests










(3,948
)






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

$
84,085


$
215,355


$
146,208


$
(361,563
)

$
84,085  110




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
79,671


$
3,121,814


$
5,849,443


$
(1,430,976
)

$
7,619,952Cost of products sold


(77,252
)


(2,841,837
)


(5,362,463
)


1,418,660



(6,862,892
)Gross margin


2,419



279,977



486,980



(12,316
)


757,060Selling, marketing and general and administrative expenses


(72,823
)


(181,028
)


(267,883
)


12,316



(509,418
)Gain on asset sales


2,346



2,491



22,139







26,976Operating income (loss)


(68,058
)


101,440



241,236







274,618Equity in subsidiary income


195,324



143,631







(338,955
)


Other income (expense), net


(89
)






(13,977
)






(14,066
)Interest income


147



233



6,075







6,455Interest expense


(116,996
)


(569
)


(56,920
)






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


10,328



244,735



176,414



(338,955
)


92,522Income taxes


111,844



(26,141
)


(37,688
)






48,015Earnings from equity method investments


(2
)


(12
)


6,402







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


122,170



218,582



145,128



(338,955
)


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


(1,165
)


(27,672
)


1,446







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






3,315











3,315Net income


121,005



194,225



146,574



(338,955
)


122,849Less: Net income attributable to noncontrolling interests










(1,844
)






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

$
121,005


$
194,225


$
144,730


$
(338,955
)

$
121,005  111




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)Revenues, net

$
76,585


$
2,823,183


$
5,161,424


$
(1,240,380
)

$
6,820,812Cost of products sold


(58,461
)


(2,562,406
)


(4,797,872
)


1,228,801



(6,189,938
)Gross margin


18,124



260,777



363,552



(11,579
)


630,874Selling, marketing and general and administrative expenses


(75,227
)


(163,925
)


(254,017
)


11,579



(481,590
)Operating income (loss)


(57,103
)


96,852



109,535







149,284Equity in subsidiary income


79,619



11,993







(91,612
)


Other income (expense), net


415







1,433







1,848Interest income


271



263



6,991







7,525Interest expense


(125,131
)


(42
)


(69,678
)






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


(101,929
)


109,066



48,281



(91,612
)


(36,194
)Income taxes


44,413



(25,543
)


(22,924
)






(4,054
)Earnings from equity method investments


10



132



1,554







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


(57,506
)


83,655



26,911



(91,612
)


(38,552
)Loss from discontinued operations, net of income taxes






(6,452
)


(9,267
)






(15,719
)Net income (loss)


(57,506
)


77,203



17,644



(91,612
)


(54,271
)Less: Net income attributable to noncontrolling interests










(3,235
)






(3,235
)Net income (loss) attributable to Dole Food Company Inc.

$
(57,506
)

$
77,203


$
14,409


$
(91,612
)

$
(57,506
)  112




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
20,913


$
2,118


$
96,639


$



$
119,670Receivables, net of allowances


499,542



130,114



496,617



(400,116
)


726,157Inventories


6,954



284,247



426,990







718,191Prepaid expenses


6,955



9,449



52,261







68,665Deferred income tax assets


6,940



20,831







(19,275
)


8,496Assets
    held-for-sale


72,623



7,064



16,333







96,020Total current assets


613,927



453,823



1,088,840



(419,391
)


1,737,199Restricted deposits










23,290







23,290Investments


2,402,350



1,959,795



84,516



(4,361,657
)


85,004Property, plant and equipment, net


161,847



258,970



541,430







962,247Goodwill






131,818



275,429







407,247Intangible assets, net


689,615



14,729



1,509







705,853Other assets, net


66,680



18,684



115,740



(14,921
)


186,183Total assets

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable

$
5,152


$
531,244


$
357,394


$
(419,391
)

$
474,399Accrued liabilities


71,533



199,981



169,326







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


(1,781
)


269



9,529







8,017Notes payable










37,308







37,308Total current liabilities


74,904



731,494



573,557



(419,391
)


960,564Intercompany payables (receivables)


1,559,112



(320,925
)


(1,238,187
)






Long-term debt, net


922,754



3,224



626,702







1,552,680Deferred income tax liabilities


219,488











(14,921
)


204,567Other long-term liabilities


319,186



21,023



183,024







523,233Equity attributable to Dole Food Company Inc.


838,975



2,403,003



1,958,654



(4,361,657
)


838,975Equity attributable to non-controlling interests










27,004







27,004Total shareholders equity


838,975



2,403,003



1,985,658



(4,361,657
)


865,979Total liabilities and shareholders equity

$
3,934,419


$
2,837,819


$
2,130,754


$
(4,795,969
)

$
4,107,023  113




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)ASSETSCash and cash equivalents

$
16,811


$



$
85,460


$
(11,442
)

$
90,829Receivables, net of allowances


410,286



133,198



577,890



(314,139
)


807,235Inventories


7,971



299,048



489,388







796,407Prepaid expenses


9,374



14,489



45,484







69,347Deferred income tax assets


18,891



25,566







(23,184
)


21,273Assets
    held-for-sale


72,526



55,366



74,984







202,876Total current assets


535,859



527,667



1,273,206



(348,765
)


1,987,967Investments


2,172,994



1,786,868



72,708



(3,959,485
)


73,085Property, plant and equipment, net


173,850



262,269



614,212







1,050,331Goodwill






131,818



274,722







406,540Intangible assets, net


689,615



18,426



417







708,458Other assets, net


38,084



7,542



92,612







138,238Total assets

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

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

$
5,411


$
438,991


$
415,136


$
(348,765
)

$
510,773Liabilities-held-for-sale






3,688



46,777







50,465Accrued liabilities


67,206



173,920



249,019







490,145Current portion of long-term debt, net


346,684



288



9,776







356,748Notes payable










48,789







48,789Total current liabilities


419,301



616,887



769,497



(348,765
)


1,456,920Intercompany payables (receivables)


1,225,590



(133,650
)


(1,091,940
)






Long-term debt, net


1,080,296



3,506



714,754







1,798,556Deferred income tax liabilities


207,073



7,926



39,206







254,205Other long-term liabilities


275,242



37,853



108,684







421,779Equity attributable to Dole Food Company Inc.


402,900



2,202,068



1,757,417



(3,959,485
)


402,900Equity attributable to noncontrolling interests










30,259







30,259Total shareholders equity


402,900



2,202,068



1,787,676



(3,959,485
)


433,159Total liabilities and shareholders equity

$
3,610,402


$
2,734,590


$
2,327,877


$
(4,308,250
)

$
4,364,619  114




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
102,000


$
102,000


$



$
(204,000
)

$
Operating activities


140,321



(43,462
)


174,651



11,442



282,952Cash flow provided by operating activities


242,321



58,538



174,651



(192,558
)


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


1,093



46,559



111,912







159,564Capital expenditures


(2,027
)


(15,457
)


(33,728
)






(51,212
)Restricted deposits










(23,290
)






(23,290
)Other


(101
)






(556
)






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


(1,035
)


31,102



54,338







84,405FINANCING ACTIVITIESShort-term debt borrowings


892



14,771



22,255







37,918Short-term debt repayments










(33,621
)






(33,621
)Long-term debt borrowings


1,293,109







1,603







1,294,712Long-term debt repayments


(1,809,752
)


(293
)


(96,538
)






(1,906,583
)Debt issuance costs


(20,103
)






(5,306
)






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


(18,028
)














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


416,698















416,698Repayment of assumed Hotel and Wellness Center debt


(85,000
)














(85,000
)Dividends paid to parent


(15,000
)














(15,000
)Intercompany dividends






(102,000
)


(102,000
)


204,000



Dividends paid to noncontrolling interests










(6,382
)






(6,382
)Cash flow used in financing activities


(237,184
)


(87,522
)


(219,989
)


204,000



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










2,179







2,179Increase in cash and cash equivalents


4,102



2,118



11,179



11,442



28,841Cash and cash equivalents at beginning of period


16,811







85,460



(11,442
)


90,829Cash and cash equivalents at end of period

$
20,913


$
2,118


$
96,639


$



$
119,670  115




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


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

$
285


$
(4,763
)

$
49,041


$



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


42,404



41,209



142,870







226,483Capital expenditures


(313
)


(21,071
)


(63,712
)






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


(245
)














(245
)Cash flow provided by investing activities


41,846



20,138



79,158







141,142FINANCING ACTIVITIESShort-term debt borrowings










94,943







94,943Short-term debt repayments






(15,286
)


(120,702
)


3,722



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


1,322,100







25,950







1,348,050Long-term debt repayments


(1,397,788
)


(89
)


(84,923
)






(1,482,800
)Borrowings between subsidiaries


33,944







(33,944
)






Dividends paid to noncontrolling interests










(13,447
)






(13,447
)Cash flow used in financing activities


(41,744
)


(15,375
)


(132,123
)


3,722



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










(6,417
)






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


387







(10,341
)


3,722



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


16,424







95,801



(15,164
)


97,061Cash and cash equivalents at end of period

$
16,811


$



$
85,460


$
(11,442
)

$
90,829  116




---



##### Table of Contents



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





NonCompany, Inc.


Guarantors


Guarantors


Eliminations


Total(In thousands)OPERATING ACTIVITIESIntercompany dividend income

$
17,543


$
17,543


$



$
(35,086
)

$
Operating activities


(14,441
)


40,914



19,849







46,322Cash flow provided by operating activities


3,102



58,457



19,849



(35,086
)


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


980



674



40,064







41,718Hurricane Katrina insurance proceeds






5,200











5,200Capital expenditures


(612
)


(44,309
)


(61,900
)






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


(1,480
)














(1,480
)Cash flow used in investing activities


(1,112
)


(38,435
)


(21,836
)






(61,383
)FINANCING ACTIVITIESShort-term debt borrowings






11,968



119,389



(11,968
)


119,389Short-term debt repayments






(16,419
)


(74,757
)






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


1,165,200



2,015



315







1,167,530Long-term debt repayments


(1,158,088
)


(43
)


(11,082
)






(1,169,213
)Intercompany dividends






(17,543
)


(17,543
)


35,086



Dividends paid to noncontrolling interests










(10,485
)






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


7,112



(20,022
)


5,837



23,118



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










3,663







3,663Increase in cash and cash equivalents


9,102







7,513



(11,968
)


4,647Cash and cash equivalents at beginning of period


7,322







88,288



(3,196
)


92,414Cash and cash equivalents at end of period

$
16,424


$



$
95,801


$
(15,164
)

$
97,061  117




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##### Table of Contents



II.
    Supplementary
    Data Quarterly Financial Information (Unaudited)
    Quarter Ended2009

March 28, 2009


June 20, 2009


October 10, 2009


January 2, 2010(In thousands)Revenues, net

$
1,596,590


$
1,714,722


$
1,938,173


$
1,529,036Gross margin


203,871



222,116



176,802



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


102,287



20,857



(53,436
)


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


122



265



445



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


1,308











Less: Net income attributable to noncontrolling interests


(897
)


(977
)


(830
)


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


102,820



20,145



(53,821
)


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

$
1.99


$
0.39


$
(1.04
)

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

$
1.99


$
0.39


$
(1.04
)

$
0.18   Quarter Ended2008

March 22, 2008


June 14, 2008


October 4, 2008


January 3, 2009(In thousands)Revenues, net

$
1,728,345


$
1,994,943


$
2,256,334


$
1,640,330Gross margin


169,660



233,236



182,273



171,891Income (loss) from continuing operations, net of income taxes


(25,453
)


177,091



(2,342
)


(2,371
)Loss from discontinued operations, net of income taxes


(2,821
)


4,318



(21,760
)


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










3,315



Less: Net income attributable to noncontrolling interests


(671
)


(655
)


(531
)


13Net income (loss) attributable to Dole Food Company, Inc.


(28,945
)


180,754



(21,318
)


(9,486
)Basic earnings per share attributable to Dole Food Company,
    Inc.

$
(0.56
)

$
3.50


$
(0.41
)

$
(0.18
)Diluted earnings per share attributable to Dole Food Company,
    Inc.

$
(0.56
)

$
3.50


$
(0.41
)

$
(0.18
)      118




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
    Changes
    in Internal Control Over Financial Reporting
    Annual
    Report of Management on Internal Control Over Financial
    Reporting
  Rule 13a-15(f) Internal Control 
    Integrated Framework
  Attestation
    Report of the Registered Public Accounting Firm
  Form 10-K.
  Item 9B.
    Other
    Information   119




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Regulation S-K) www.dole.com.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   120




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)  1.
    Financial Statements:The following consolidated
    financial statements are included herein in Item 8 above. Form 10-KPageAudited Financial Statements for the Years Ended January, 2,
    2010, January 3, 2009 and December 29, 2007


512.


Financial Statement ScheduleValuation and Qualifying Accounts


1313.


Exhibits:    Exhibit Table
    to be updated by Dole Legal Department
  ExhibitNumber

Title3.1(a)

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

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

Articles of Incorporation of AG 1970, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1970, Inc., dated as of December 13,
    19893.1(d)

Articles of Incorporation of AG 1971, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1971, Inc., dated as of December 13,
    19893.1(e)

Articles of Incorporation of AG 1972, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1972, Inc., dated as of December 13,
    19893.1(f)

Articles of Incorporation of Castle & Cooke Homes,
    Inc., dated as of February 10, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Homes, Inc., dated as of March 18, 1996, changed the
    companys name to Alyssum Corporation3.1(g)

Articles of Incorporation of Barclay Hollander Curci, Inc.,
    dated as of February 28, 1969. Certificate of Amendment of
    Articles of Incorporation, dated as of February 1975, changed
    the companys name to Barclay Hollander Corporation.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of November 26, 1980.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of June 11, 19903.1(h)

Articles of Incorporation of Grandma Macs Orchard, dated
    as of August 27, 1976. Certificate of Amendment of Articles
    of Incorporation of Grandma Macs Orchard, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant, Inc., dated as of March 4,
    1988, changed the companys name to Dole Bakersfield, Inc.
    Certificate of Amendment of Articles of Incorporation of Dole
    Bakersfield, Inc., dated as of June 11, 1990. Agreement of
    Merger of Bud Antle, Inc. and Dole Bakersfield, Inc., dated as
    of December 18, 2000, changed the companys name to
    Bud Antle, Inc. 121




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##### Table of Contents



ExhibitNumber

Title3.1(i)

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

Articles of Incorporation of California Polaris, Inc., dated as
    of April 6, 19793.1(k)

Articles of Incorporation of Dole ABPIK, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole ABPIK, Inc., dated as of December 13,
    19893.1(l)

Articles of Incorporation of Castle & Cooke Sierra
    Vista, Inc., dated as of June 8, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Sierra Vista, Inc., dated as of March 18, 1996,
    changed the companys name to Dole Arizona Dried Fruit and
    Nut Company3.1(m)

Articles of Incorporation of CCJM, Inc., dated as of
    December 11, 1989. Certificate of Amendment of Articles of
    Incorporation of CCJM, Inc., dated as of September 9, 1991,
    changed the companys name to Dole Carrot Company3.1(n)

Articles of Incorporation of Miracle Fruit Company, dated as of
    September 12, 1979. Certificate of Amendment of Articles of
    Incorporation of Miracle Fruit Company, dated as of
    October 1, 1979, changed the companys name to Blue
    Goose Growers, Inc. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    June 11, 1990. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    February 15, 1991, changed the companys name to Dole
    Citrus3.1(o)

Articles of Incorporation of Dole DF&N, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole DF&N, Inc., dated as of
    December 13, 19893.1(p)

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

Articles of Incorporation of Canfield Farming Company, dated as
    of July 17, 1963. Certificate of Amendment of Articles of
    Incorporation of Canfield Farming Company, dated as of
    March 15, 1971, changed the companys name to Tenneco
    Farming Company. Certificate of Amendment of Articles of
    Incorporation of Tenneco Farming Company, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant Farming, Inc., dated as of
    April 25, 1988, changed the companys name to Dole
    Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Dole Farming, Inc., dated as of June 11,
    19903.1(r)

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

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

Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 15, 1952. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of December 13, 1989. Certificate of Amendment of
    Articles of Incorporation of S & J Ranch, Inc., dated
    as of September 27, 2000, changed the companys name
    to Dole Visage, Inc. 122




---



##### Table of Contents



ExhibitNumber

Title3.1(u)

Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of November 25, 1975. Certificate of Amendment of
    Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of July 25, 1984, changed the companys name
    to E.T. Wall Company. Certificate of Amendment of Articles of
    Incorporation of E.T. Wall Company, dated as of June 11,
    19903.1(v)

Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of November 7, 1963. Certificate of Amendment of
    Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of December 13, 19893.1(w)

Articles of Incorporation of The Citrus Company, dated as of
    February 1, 1984. Certificate of Amendment of Articles of
    Incorporation of The Citrus Company, dated as of
    February 16, 1984, changed the companys name to
    Fallbrook Citrus Company, Inc. Certificate of Amendment of
    Articles of Incorporation, dated as of March 15, 1994.
    Certificate of Amendment of Articles of Incorporation of
    Fallbrook Citrus Company, Inc., dated as of June 11, 19903.1(x)

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

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

Articles of Incorporation of Oceanview Produce Company, dated as
    of June 15, 1989. Certificate of Amendment of Articles of
    Incorporation of Oceanview Produce Company, dated as of
    August 7, 19893.1(aa)

Articles of Incorporation of Prairie Vista, Inc., dated as of
    November 23, 19533.1(ab)

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

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

Certificate of Incorporation of Bananera Antillana (Columbia),
    Inc., dated as of November 16, 19773.1(ae)

Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990. Certificate of Amendment of
    Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 19903.1(af)

Certificate of Incorporation of Tenneco Sudan, Inc., dated as of
    June 8, 1977. Certificate of Amendment of Certificate of
    Incorporation of Tenneco Sudan, Inc., dated as of
    December 10, 1986, changed the companys name to
    Tenneco Realty Development Holding Corporation. Certificate of
    Amendment of Certificate of Incorporation of Tenneco Realty
    Development Holding Corporation, dated as of April 21,
    1988, changed the companys name to Oceanic California
    Realty Development Holding Corporation. Certificate of Amendment
    of Certificate of Incorporation of Oceanic California Realty
    Development Holding Corporation, dated as of November 16,
    1990, changed the companys name to Castle &
    Cooke Bakersfield Holdings, Inc. Certificate of Amendment of
    Certificate of Incorporation of Castle & Cooke
    Bakersfield Holdings, Inc., dated as of March 18, 1996,
    changed the companys name to Delphinium Corporation3.1(ag)

Certificate of Incorporation of Standard Banana Company, dated
    as of March 21, 1955. Certificate of Amendment of
    Certificate of Incorporation of Standard Banana Company, dated
    as of January 8, 1971, changed the companys name to
    Standard Fruit Sales Company. Certificate of Amendment of
    Certificate of Incorporation of Standard Fruit Sales Company,
    dated as of June 6, 1973, changed the companys name
    to Castle & Cooke Food Sales Company. Certificate of
    Amendment of Certificate of Incorporation of Castle &
    Cooke Food Sales Company, dated as of September 25, 1984,
    changed the companys name to Dole Europe Company.
    Certificate of Change of Location of Registered Office and of
    Registered Agent, dated as of April 18, 19883.1(ah)

Certificate of Incorporation of Castle Aviation, Inc., dated as
    of June 25, 1987. Certificate of Amendment of Certificate
    of Incorporation of Castle Aviation, Inc., dated as of
    April 10, 1992, changed the companys name to Dole
    Foods Flight Operations, Inc. 123




---



##### Table of Contents



ExhibitNumber

Title3.1(aj)

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

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

Certificate of Incorporation of Standard Fruit and Steamship
    Company, dated as of January 2, 19683.1(am)

Certificate of Incorporation of Standard Fruit Company, dated as
    of March 14, 1955. Certificate of Change of Location of
    Registered Office and of Registered Agent, dated as of
    April 18, 19883.1(an)

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

Certificate of Incorporation of West Foods, Inc., dated as of
    March 9, 19733.1(ap)

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

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

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

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

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

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

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

Articles of Incorporation of Dole Packaged Foods Corporation,
    dated as of April 4, 19903.1(ay)

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

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

Articles of Incorporation of M K Development, Inc., dated as of
    February 26, 1988. Articles of Amendment, dated as of
    November 26, 1990 124




---



##### Table of Contents



ExhibitNumber

Title3.1(bb)

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

Articles of Incorporation of Oahu Transport Company, Limited,
    dated as of April 15, 1947. Articles of Amendment, dated as
    of July 24, 1987. Articles of Amendment, dated as of May
    19973.1(bd)

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

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

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

Articles of Incorporation of Diversified Imports Co., dated as
    of December 1, 19873.1(bh)

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

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

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

Articles of Incorporation of Dole Logistics Services, Inc.,
    dated as of February 4, 19933.1(bl)

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

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

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

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

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

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

Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 19953.1(bs)

Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated
    as of July 28, 1959. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    May 26, 1972. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    August 30, 1973. Amendment to Articles of Incorporation,
    dated as of June 25, 19763.1(bt)

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

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

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

Limited Liability Agreement of Dole Packaged Foods, LLC, dated
    as of December 30, 2005 (incorporated by reference to
    Exhibit 3.2(c) to Doles Annual Report on
    Form 10-K
    for the year ended December 30, 2006)4.1

Indenture, dated as of July 15, 1993, between Dole and
    Chase Manhattan Bank and Trust Company (formerly Chemical
    Trust Company of California) (incorporated by reference to
    Exhibit 4.1 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345)) 125




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##### Table of Contents



ExhibitNumber

Title4.2

Form of First Supplemental Indenture, dated as of April 30,
    2002, between Dole and J.P. Morgan Trust Company,
    National Association, to the Indenture dated as of July 15,
    1993, pursuant to which $400 million of Doles senior
    notes due 2009 were issued (incorporated by reference to
    Exhibit 4.2 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))4.3

Officers Certificate, dated August 3, 1993, pursuant
    to which $175 million of Doles debentures due 2013
    were issued (incorporated by reference to Exhibit 4.3 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))4.4

Second Supplemental Indenture, dated as of March 28, 2003,
    between Dole and Wells Fargo Bank, National Association
    (successor trustee to J.P. Morgan Trust Company), to
    the Indenture dated as of July 15, 1993 (incorporated by
    reference to Exhibit 4.4 to Doles Registration
    Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))4.5

Agreement of Removal, Appointment and Acceptance, dated as of
    March 28, 2003, by and among Dole, J.P. Morgan
    Trust Company, National Association, successor in interest
    to Chemical Trust Company of California, as Prior Trustee,
    and Wells Fargo Bank, National Association (incorporated by
    reference to Exhibit 4.5 to Doles Registration
    Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493))4.6

Third Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee (incorporated by reference to Exhibit 4.6 to
    Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493))4.7

Indenture, dated as of March 28, 2003, among Dole, the
    guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $475 million of
    Doles
    87/8% senior
    notes due 2011 were issued (incorporated by reference to
    Exhibit 4.7 to Amendment No. 1 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on September 18, 2009 (File
    No. 333-161345))4.8

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 (incorporated by reference to Exhibit 4.8 to
    Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493))4.9

Form of Global Note and Guarantee for Doles
    87/8% senior
    notes due 2011 (included as Exhibit B to
    Exhibit Number 4.7 hereto)4.10

Form of Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement, dated as of February 1, 1999, between
    Dole and The Northern Trust Company (incorporated by
    reference to Exhibit 4.13 to Amendment No. 1 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on September 18, 2009 (File
    No. 333-161345))4.11

Indenture, dated as of March 18, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and U.S. Bank
    National Association, as trustee, pursuant to which $349,903,000
    of Doles 13.875% senior secured notes due 2014 were
    issued (incorporated by reference to Exhibit 4.15 to
    Doles Current Report on
    Form 8-K
    filed with the Commission on March 24, 2009)4.12

Form of Global Note for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit A to
    Exhibit Number 4.11 hereto)4.13

Form of Guarantee for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit D to Exhibit 4.11
    hereto)4.14

Registration Rights Agreement, dated as of March 18, 2009,
    among Dole Food Company, Inc. and the guarantors named therein,
    as issuers, and Deutsche Bank Securities, Inc., Banc of America
    Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA,
    Inc. and Goldman, Sachs & Co., as initial purchasers
    (incorporated by reference to Exhibit 4.17 to Doles
    Current Report on
    Form 8-K
    filed with the Commission on March 24, 2009)4.15

Form of Stock Certificate (incorporated by reference to
    Exhibit 4.18 to Amendment No. 6 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345)) 126




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##### Table of Contents



ExhibitNumber

Title4.16

Indenture, dated as of September 25, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and Deutsche
    Bank Trust Company Americas, as trustee, pursuant to which
    $315,000,000 of Doles 8% senior secured notes due
    2016 were issued (incorporated by reference to Exhibit 99.1
    to Doles Current Report on
    Form 8-K
    filed with the Commission on September 30, 2009)4.17

Form of Global Note for Doles 8% senior secured notes
    due 2016 (included as Exhibit A to Exhibit 14.16
    hereto)4.18

Form of Guarantee for Doles 8% senior secured notes
    due 2016 (included as Exhibit D to Exhibit 14.16
    hereto)4.19

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

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

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

Doles Supplementary Executive Retirement Plan, Fourth
    Restatement, effective January 1, 2009 (incorporated by
    reference to Exhibit 10.5 to Doles Registration
    Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.4#

Doles Excess Savings Plan, Restated, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.6 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.5#

Amendment
    2009-1,
    effective January 1, 2009, to Doles Excess Savings
    Plan (incorporated by reference to Exhibit 10.7 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.6#

Doles Non-Employee Directors Deferred Cash Compensation
    Plan, as Amended and Restated, effective January 1, 2009
    (incorporated by reference to Exhibit 10.8 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.7#

Severance Pay Plan for Employees of Dole Food Company, Inc. and
    Participating Divisions and Subsidiaries, dated
    December 30, 2008 (incorporated by reference to
    Exhibit 10.9 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.8#

Amendment to Severance Pay Plan for Employees of Dole Food
    Company, Inc. and Participating Divisions and Subsidiaries,
    dated December 30, 2008 (incorporated by reference to
    Exhibit 10.10 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345)) 127




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##### Table of Contents



ExhibitNumber

Title10.9#

Form of Change of Control Agreement entered into with
    Messrs. David H. Murdock, C. Michael Carter and Joseph S.
    Tesoriero (incorporated by reference to Exhibit 10.11 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.10

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.12 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 14, 2009 (File
    No. 333-161345))10.11

Form of Registration Rights Agreement (incorporated by reference
    to Exhibit 10.13 to Amendment No. 2 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on September 24, 2009 (File
    No. 333-161345))10.12*#

Dole Food Company, Inc. 2009 Stock Incentive Plan10.13#

Form of Incentive Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.15 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)10.14#

Form of Non-Qualified Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.16 to Amendment No. 6 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.15#

Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.17 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)10.16*#

Form of Tier 1 Change of Control Agreement10.17*#

Form of Tier 2 Change of Control Agreement10.18#

Dole Food Company, Inc. Sustained Profit Growth Plan, effective
    January 1, 2007 (incorporated by reference to
    Exhibit 10.20 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 9, 2009 (File
    No. 333-161345))10.19#

Dole Food Company, Inc. Sustained Profit Growth Plan, effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.21 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 9, 2009 (File
    No. 333-161345))10.20#

Form of Restricted Stock Agreement under the Dole Food Company,
    Inc. 2009 Stock Incentive Plan (incorporated by reference to
    Exhibit 10.22 to Amendment No. 6 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.21*#

Alternative Form of Restricted Stock Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan10.22#

Form of Amendment to Form of Change of Control Agreement filed
    as Exhibit 10.9 (incorporated by reference to
    Exhibit 10.3 to Doles Current Report on
    Form 8-K
    filed with the Commission on January 11, 2010)10.23#

Doles 2010 Management One-Year Incentive Plan
    (incorporated by reference to Exhibit 10.3 to Doles
    Current Report on
    Form 8-K
    filed with the Commission on March 3, 2010)12*

Ratio of Earnings to Fixed Charges21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP31.1*

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

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

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

Certification by the Executive Vice President and Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act  128




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##### Table of Contents




    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493).*
    
    Filed herewith.**
    
    Furnished herewith.#
    
    Management compensatory plan or arrangement. 129




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##### Table of Contents



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

Chairman and Director

March 25, 2010/s/  David
    A. DeLorenzoDavid
    A. DeLorenzo

President and Chief Executive Officer
    and Director

March 25, 2010/s/  Joseph
    S. TesorieroJoseph
    S. Tesoriero

Executive Vice President and
    Chief Financial Officer

March 25, 2010/s/  Yoon
    J. HughYoon
    J. Hugh

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

March 25, 2010/s/  Justin
    MurdockJustin
    Murdock

Vice President, New Products and Corporate Development and
    Director

March 25, 2010/s/  Elaine
    L. ChaoElaine
    L. Chao

Director

March 25, 2010/s/  Andrew
    J. ConradAndrew
    J. Conrad

Director

March 25, 2010/s/  Sherry
    LansingSherry
    Lansing

Director

March 25, 2010/s/  Dennis
    M. WeinbergDennis
    M. Weinberg

Director

March 25, 2010  130




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##### Table of Contents



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








Charged to


Balance atBeginning








Other


End ofof Period


Additions


Deductions(A)


Accounts(B)


Period(In thousands)Year Ended January 2, 2010Allowance for doubtful accountsTrade receivables

$
28,918


$
21,014


$
(12,921
)

$
(1,510
)

$
35,501Notes and other current receivables


12,439



3,818



(2,727
)


2,349



15,879Long-term notes and other receivables


20,188



5,723



(3,533
)


(1,165
)


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

$
47,238


$
8,438


$
(25,513
)

$
(1,245
)

$
28,918Notes and other current receivables


14,482



2,362



(2,764
)


(1,641
)


12,439Long-term notes and other receivables


18,536



3,362



(3,005
)


1,295



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

$
47,806


$
18,060


$
(18,918
)

$
290


$
47,238Notes and other current receivables


14,826



3,098



(3,428
)


(14
)


14,482Long-term notes and other receivables


17,927



4,011



(7,205
)


3,803



18,536     Note:
  (A)
    
    Includes write-offs of uncollectible amounts(B)
    
    Includes purchase accounting and transfers among balance sheet
    accounts 131




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##### Table of Contents



Exhibit Index
  Exhibit Table
    to be updated by Dole Legal Department
  ExhibitNumber

Title3.1(a)

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

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

Articles of Incorporation of AG 1970, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1970, Inc., dated as of December 13,
    19893.1(d)

Articles of Incorporation of AG 1971, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1971, Inc., dated as of December 13,
    19893.1(e)

Articles of Incorporation of AG 1972, Inc., dated as of
    September 25, 1987. Certificate of Amendment of Articles of
    Incorporation of AG 1972, Inc., dated as of December 13,
    19893.1(f)

Articles of Incorporation of Castle & Cooke Homes,
    Inc., dated as of February 10, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Homes, Inc., dated as of March 18, 1996, changed the
    companys name to Alyssum Corporation3.1(g)

Articles of Incorporation of Barclay Hollander Curci, Inc.,
    dated as of February 28, 1969. Certificate of Amendment of
    Articles of Incorporation, dated as of February 1975, changed
    the companys name to Barclay Hollander Corporation.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of November 26, 1980.
    Certificate of Amendment of Articles of Incorporation of Barclay
    Hollander Corporation, dated as of June 11, 19903.1(h)

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

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

Articles of Incorporation of California Polaris, Inc., dated as
    of April 6, 19793.1(k)

Articles of Incorporation of Dole ABPIK, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole ABPIK, Inc., dated as of December 13,
    19893.1(l)

Articles of Incorporation of Castle & Cooke Sierra
    Vista, Inc., dated as of June 8, 1992. Certificate of
    Amendment of Articles of Incorporation of Castle &
    Cooke Sierra Vista, Inc., dated as of March 18, 1996,
    changed the companys name to Dole Arizona Dried Fruit and
    Nut Company3.1(m)

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




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##### Table of Contents



ExhibitNumber

Title3.1(n)

Articles of Incorporation of Miracle Fruit Company, dated as of
    September 12, 1979. Certificate of Amendment of Articles of
    Incorporation of Miracle Fruit Company, dated as of
    October 1, 1979, changed the companys name to Blue
    Goose Growers, Inc. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    June 11, 1990. Certificate of Amendment of Articles of
    Incorporation of Blue Goose Growers, Inc., dated as of
    February 15, 1991, changed the companys name to Dole
    Citrus3.1(o)

Articles of Incorporation of Dole DF&N, Inc., dated as of
    November 15, 1988. Certificate of Amendment of Articles of
    Incorporation of Dole DF&N, Inc., dated as of
    December 13, 19893.1(p)

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

Articles of Incorporation of Canfield Farming Company, dated as
    of July 17, 1963. Certificate of Amendment of Articles of
    Incorporation of Canfield Farming Company, dated as of
    March 15, 1971, changed the companys name to Tenneco
    Farming Company. Certificate of Amendment of Articles of
    Incorporation of Tenneco Farming Company, dated as of
    January 6, 1988, changed the companys name to Sun
    Giant Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Sun Giant Farming, Inc., dated as of
    April 25, 1988, changed the companys name to Dole
    Farming, Inc. Certificate of Amendment of Articles of
    Incorporation of Dole Farming, Inc., dated as of June 11,
    19903.1(r)

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

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

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

Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of November 25, 1975. Certificate of Amendment of
    Articles of Incorporation of E.T. Wall, Grower-Shipper, Inc.,
    dated as of July 25, 1984, changed the companys name
    to E.T. Wall Company. Certificate of Amendment of Articles of
    Incorporation of E.T. Wall Company, dated as of June 11,
    19903.1(v)

Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of November 7, 1963. Certificate of Amendment of
    Articles of Incorporation of Earlibest Orange Association, Inc.,
    dated as of December 13, 19893.1(w)

Articles of Incorporation of The Citrus Company, dated as of
    February 1, 1984. Certificate of Amendment of Articles of
    Incorporation of The Citrus Company, dated as of
    February 16, 1984, changed the companys name to
    Fallbrook Citrus Company, Inc. Certificate of Amendment of
    Articles of Incorporation, dated as of March 15, 1994.
    Certificate of Amendment of Articles of Incorporation of
    Fallbrook Citrus Company, Inc., dated as of June 11, 19903.1(x)

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

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

Articles of Incorporation of Oceanview Produce Company, dated as
    of June 15, 1989. Certificate of Amendment of Articles of
    Incorporation of Oceanview Produce Company, dated as of
    August 7, 19893.1(aa)

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




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##### Table of Contents



ExhibitNumber

Title3.1(ab)

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

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

Certificate of Incorporation of Bananera Antillana (Columbia),
    Inc., dated as of November 16, 19773.1(ae)

Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 1990. Certificate of Amendment of
    Certificate of Incorporation of Clovis Citrus Association, dated
    as of January 24, 19903.1(af)

Certificate of Incorporation of Tenneco Sudan, Inc., dated as of
    June 8, 1977. Certificate of Amendment of Certificate of
    Incorporation of Tenneco Sudan, Inc., dated as of
    December 10, 1986, changed the companys name to
    Tenneco Realty Development Holding Corporation. Certificate of
    Amendment of Certificate of Incorporation of Tenneco Realty
    Development Holding Corporation, dated as of April 21,
    1988, changed the companys name to Oceanic California
    Realty Development Holding Corporation. Certificate of Amendment
    of Certificate of Incorporation of Oceanic California Realty
    Development Holding Corporation, dated as of November 16,
    1990, changed the companys name to Castle &
    Cooke Bakersfield Holdings, Inc. Certificate of Amendment of
    Certificate of Incorporation of Castle & Cooke
    Bakersfield Holdings, Inc., dated as of March 18, 1996,
    changed the companys name to Delphinium Corporation3.1(ag)

Certificate of Incorporation of Standard Banana Company, dated
    as of March 21, 1955. Certificate of Amendment of
    Certificate of Incorporation of Standard Banana Company, dated
    as of January 8, 1971, changed the companys name to
    Standard Fruit Sales Company. Certificate of Amendment of
    Certificate of Incorporation of Standard Fruit Sales Company,
    dated as of June 6, 1973, changed the companys name
    to Castle & Cooke Food Sales Company. Certificate of
    Amendment of Certificate of Incorporation of Castle &
    Cooke Food Sales Company, dated as of September 25, 1984,
    changed the companys name to Dole Europe Company.
    Certificate of Change of Location of Registered Office and of
    Registered Agent, dated as of April 18, 19883.1(ah)

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

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

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

Certificate of Incorporation of Standard Fruit and Steamship
    Company, dated as of January 2, 19683.1(am)

Certificate of Incorporation of Standard Fruit Company, dated as
    of March 14, 1955. Certificate of Change of Location of
    Registered Office and of Registered Agent, dated as of
    April 18, 19883.1(an)

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

Certificate of Incorporation of West Foods, Inc., dated as of
    March 9, 19733.1(ap)

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




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##### Table of Contents



ExhibitNumber

Title3.1(aq)

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

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

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

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

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

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

Articles of Incorporation of Dole Packaged Foods Corporation,
    dated as of April 4, 19903.1(ay)

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

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

Articles of Incorporation of M K Development, Inc., dated as of
    February 26, 1988. Articles of Amendment, dated as of
    November 26, 19903.1(bb)

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

Articles of Incorporation of Oahu Transport Company, Limited,
    dated as of April 15, 1947. Articles of Amendment, dated as
    of July 24, 1987. Articles of Amendment, dated as of May
    19973.1(bd)

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

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

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

Articles of Incorporation of Diversified Imports Co., dated as
    of December 1, 19873.1(bh)

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

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

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

Articles of Incorporation of Dole Logistics Services, Inc.,
    dated as of February 4, 1993




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##### Table of Contents



ExhibitNumber

Title3.1(bl)

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

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

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

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

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

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

Articles of Incorporation of Pacific Coast Truck Company, dated
    as of June 27, 19953.1(bs)

Articles of Incorporation of Pan-Alaska Fisheries, Inc., dated
    as of July 28, 1959. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    May 26, 1972. Articles of Amendment to Articles of
    Incorporation of Pan-Alaska Fisheries, Inc., dated as of
    August 30, 1973. Amendment to Articles of Incorporation,
    dated as of June 25, 19763.1(bt)

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

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

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

Limited Liability Agreement of Dole Packaged Foods, LLC, dated
    as of December 30, 2005 (incorporated by reference to
    Exhibit 3.2(c) to Doles Annual Report on
    Form 10-K
    for the year ended December 30, 2006)4.1

Indenture, dated as of July 15, 1993, between Dole and
    Chase Manhattan Bank and Trust Company (formerly Chemical
    Trust Company of California) (incorporated by reference to
    Exhibit 4.1 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))4.2

Form of First Supplemental Indenture, dated as of April 30,
    2002, between Dole and J.P. Morgan Trust Company,
    National Association, to the Indenture dated as of July 15,
    1993, pursuant to which $400 million of Doles senior
    notes due 2009 were issued (incorporated by reference to
    Exhibit 4.2 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))4.3

Officers Certificate, dated August 3, 1993, pursuant
    to which $175 million of Doles debentures due 2013
    were issued (incorporated by reference to Exhibit 4.3 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))4.4

Second Supplemental Indenture, dated as of March 28, 2003,
    between Dole and Wells Fargo Bank, National Association
    (successor trustee to J.P. Morgan Trust Company), to
    the Indenture dated as of July 15, 1993 (incorporated by
    reference to Exhibit 4.4 to Doles Registration
    Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))4.5

Agreement of Removal, Appointment and Acceptance, dated as of
    March 28, 2003, by and among Dole, J.P. Morgan
    Trust Company, National Association, successor in interest
    to Chemical Trust Company of California, as Prior Trustee,
    and Wells Fargo Bank, National Association (incorporated by
    reference to Exhibit 4.5 to Doles Registration
    Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493))4.6

Third Supplemental Indenture, dated as of June 25, 2003, by
    and among Dole, Miradero Fishing Company, Inc., the guarantors
    signatory thereto and Wells Fargo Bank, National Association, as
    trustee (incorporated by reference to Exhibit 4.6 to
    Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493))4.7

Indenture, dated as of March 28, 2003, among Dole, the
    guarantors signatory thereto and Wells Fargo Bank, National
    Association, as trustee, pursuant to which $475 million of
    Doles
    87/8% senior
    notes due 2011 were issued (incorporated by reference to
    Exhibit 4.7 to Amendment No. 1 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on September 18, 2009 (File
    No. 333-161345))




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##### Table of Contents



ExhibitNumber

Title4.8

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 (incorporated by reference to Exhibit 4.8 to
    Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493))4.9

Form of Global Note and Guarantee for Doles
    87/8% senior
    notes due 2011 (included as Exhibit B to
    Exhibit Number 4.7 hereto)4.10

Form of Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement, dated as of February 1, 1999, between
    Dole and The Northern Trust Company (incorporated by
    reference to Exhibit 4.13 to Amendment No. 1 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on September 18, 2009 (File
    No. 333-161345))4.11

Indenture, dated as of March 18, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and U.S. Bank
    National Association, as trustee, pursuant to which $349,903,000
    of Doles 13.875% senior secured notes due 2014 were
    issued (incorporated by reference to Exhibit 4.15 to
    Doles Current Report on
    Form 8-K
    filed with the Commission on March 24, 2009)4.12

Form of Global Note for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit A to
    Exhibit Number 4.11 hereto)4.13

Form of Guarantee for Doles 13.875% senior secured
    notes due 2014 (included as Exhibit D to Exhibit 4.11
    hereto)4.14

Registration Rights Agreement, dated as of March 18, 2009,
    among Dole Food Company, Inc. and the guarantors named therein,
    as issuers, and Deutsche Bank Securities, Inc., Banc of America
    Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA,
    Inc. and Goldman, Sachs & Co., as initial purchasers
    (incorporated by reference to Exhibit 4.17 to Doles
    Current Report on
    Form 8-K
    filed with the Commission on March 24, 2009)4.15

Form of Stock Certificate (incorporated by reference to
    Exhibit 4.18 to Amendment No. 6 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))4.16

Indenture, dated as of September 25, 2009, among Dole Food
    Company, Inc., the guarantors signatory thereto and Deutsche
    Bank Trust Company Americas, as trustee, pursuant to which
    $315,000,000 of Doles 8% senior secured notes due
    2016 were issued (incorporated by reference to Exhibit 99.1
    to Doles Current Report on
    Form 8-K
    filed with the Commission on September 30, 2009)4.17

Form of Global Note for Doles 8% senior secured notes
    due 2016 (included as Exhibit A to Exhibit 14.16
    hereto)4.18

Form of Guarantee for Doles 8% senior secured notes
    due 2016 (included as Exhibit D to Exhibit 14.16
    hereto)4.19

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

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




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##### Table of Contents



ExhibitNumber

Title10.2

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

Doles Supplementary Executive Retirement Plan, Fourth
    Restatement, effective January 1, 2009 (incorporated by
    reference to Exhibit 10.5 to Doles Registration
    Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.4#

Doles Excess Savings Plan, Restated, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.6 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.5#

Amendment
    2009-1,
    effective January 1, 2009, to Doles Excess Savings
    Plan (incorporated by reference to Exhibit 10.7 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.6#

Doles Non-Employee Directors Deferred Cash Compensation
    Plan, as Amended and Restated, effective January 1, 2009
    (incorporated by reference to Exhibit 10.8 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.7#

Severance Pay Plan for Employees of Dole Food Company, Inc. and
    Participating Divisions and Subsidiaries, dated
    December 30, 2008 (incorporated by reference to
    Exhibit 10.9 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.8#

Amendment to Severance Pay Plan for Employees of Dole Food
    Company, Inc. and Participating Divisions and Subsidiaries,
    dated December 30, 2008 (incorporated by reference to
    Exhibit 10.10 to Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.9#

Form of Change of Control Agreement entered into with
    Messrs. David H. Murdock, C. Michael Carter and Joseph S.
    Tesoriero (incorporated by reference to Exhibit 10.11 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on August 14, 2009 (File
    No. 333-161345))10.10

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.12 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 14, 2009 (File
    No. 333-161345))10.11

Form of Registration Rights Agreement (incorporated by reference
    to Exhibit 10.13 to Amendment No. 2 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on September 24, 2009 (File
    No. 333-161345))10.12*#

Dole Food Company, Inc. 2009 Stock Incentive Plan10.13#

Form of Incentive Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.15 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)10.14#

Form of Non-Qualified Stock Option Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.16 to Amendment No. 6 to
    Doles Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.15#

Form of Restricted Stock Unit Agreement under the Dole Food
    Company, Inc. 2009 Stock Incentive Plan (incorporated by
    reference to Exhibit 10.17 to Doles Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended October 10, 2009)10.16*#

Form of Tier 1 Change of Control Agreement10.17*#

Form of Tier 2 Change of Control Agreement




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##### Table of Contents



ExhibitNumber

Title10.18#

Dole Food Company, Inc. Sustained Profit Growth Plan, effective
    January 1, 2007 (incorporated by reference to
    Exhibit 10.20 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 9, 2009 (File
    No. 333-161345))10.19#

Dole Food Company, Inc. Sustained Profit Growth Plan, effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.21 to Amendment No. 4 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 9, 2009 (File
    No. 333-161345))10.20#

Form of Restricted Stock Agreement under the Dole Food Company,
    Inc. 2009 Stock Incentive Plan (incorporated by reference to
    Exhibit 10.22 to Amendment No. 6 to Doles
    Registration Statement on
    Form S-1
    filed with the Commission on October 22, 2009 (File
    No. 333-161345))10.21*#

Alternative Form of Restricted Stock Agreement under the Dole
    Food Company, Inc. 2009 Stock Incentive Plan10.22#

Form of Amendment to Form of Change of Control Agreement filed
    as Exhibit 10.9 (incorporated by reference to
    Exhibit 10.3 to Doles Current Report on
    Form 8-K
    filed with the Commission on January 11, 2010)10.23#

Doles 2010 Management One-Year Incentive Plan
    (incorporated by reference to Exhibit 10.3 to Doles
    Current Report on
    Form 8-K
    filed with the Commission on March 3, 2010)12*

Ratio of Earnings to Fixed Charges21*

Subsidiaries of Dole Food Company, Inc.23*

Consent of Deloitte & Touche LLP31.1*

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

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

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

Certification by the Executive Vice President and Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act     
    
    Incorporated by reference to the correspondingly numbered
    exhibits to Doles Registration Statement on
    Form S-4,
    filed with the Commission on June 25, 2004 (File
    No. 333-106493).*
    
    Filed herewith.**
    
    Furnished herewith.#
    
    Management compensatory plan or arrangement.