##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-K

|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended December 28,
    2002                                             
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                             

Commission File Number 1-4455



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Dole Food Company, Inc.

(Exact Name of Registrant as specified in its
charter)


|                                                                   |  |                                      
|------------------------------------------------------------------ |  | -------------------------------------
|Delaware                                                           |  | 99-0035300                           
|(State or other jurisdiction of
    incorporation or organization) |  | (IRS Employer
    Identification No.)

One Dole Drive, Westlake Village, California
91362

(Address of principal executive
offices)


Registrants telephone number including
area code:

(818) 874-4000


Securities registered pursuant to
Section 12(b) of the Act:

|                           |  |                                          
|-------------------------- |  | -----------------------------------------
|Title of Each Class        |  | Name of Each Exchange on Which Registered
|                           |  |                                          
|Common Stock, No Par Value |  | New York Stock Exchange, Pacific Exchange



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Securities registered pursuant to
Section 12(g) of the Act:

None


Indicate by check mark whether registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendments to this
Form 10-K.     o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).     Yes þ          No o

The approximate aggregate market value of voting
and non-voting stock held by non-affiliates of the registrant
was $1,372,592,759, computed by reference to the price of which
the common equity was last sold as of the last business day of
the registrants most recently completed second fiscal
quarter.

The number of shares of Common Stock outstanding
as of March 23, 2003 was 56,318,114.

DOCUMENTS INCORPORATED BY REFERENCE

None




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TABLE OF CONTENTS



|               |                                                                                               |  |  |  |  |  |  | 
|-------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I        
|               | Item 1. Business                                                                             
|               | Item 2. Properties                                                                           
|               | Item 3. Legal Proceedings                                                                    
|               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II       
|               | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|               | Item 6. Selected Financial Data                                                              
|               | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|               | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|               | Item 8. Financial Statements and Supplementary Data                                          
|               | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III      
|               | Item 10. Directors and Executive Officers of the Registrant                                  
|               | Item 11. Executive Compensation                                                              
|               | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|               | Item 13. Certain Relationships and Related Transactions                                      
|               | Item 14. Controls and Procedures                                                             
|PART IV       
|               | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT INDEX 
|EXHIBIT 21    
|EXHIBIT 23    



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##### Table of Contents



DOLE FOOD COMPANY, INC.

FORM 10-K

Fiscal Year Ended December 28,
2002


TABLE OF CONTENTS

|             |     |  |  |                                                                                           |  |  |     | 
|------------ | --- |  |  | ----------------------------------------------------------------------------------------- |  |  | --- | 
|Item Number  |     |  |  |                                                                                          
|In Form 10-K |     |  |  | Page                                                                                     
|             |     |  |  |                                                                                          
|PART I      
|             | 1.  |  |  | Business                                                                                  |  |  | 2   | 
|             | 2.  |  |  | Properties                                                                                |  |  | 22  | 
|             | 3.  |  |  | Legal Proceedings                                                                         |  |  | 25  | 
|             | 4.  |  |  | Submission of Matters to a Vote of Security
    Holders                                   |  |  | 26  | 
|PART II     
|             | 5.  |  |  | Market for Registrants Common Equity and
    Related Stockholder Matters                 |  |  | 26  | 
|             | 6.  |  |  | Selected Financial Data                                                                   |  |  | 28  | 
|             | 7.  |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |  |  | 29  | 
|             | 7A. |  |  | Quantitative and Qualitative Disclosures About
    Market Risk                            |  |  | 46  | 
|             | 8.  |  |  | Financial Statements and Supplementary Data                                               |  |  | 47  | 
|             | 9.  |  |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure  |  |  | 83  | 
|PART III    
|             | 10. |  |  | Directors and Executive Officers of the Registrant                                        |  |  | 84  | 
|             | 11. |  |  | Executive Compensation                                                                    |  |  | 86  | 
|             | 12. |  |  | Security Ownership of Certain Beneficial Owners
    and Management                        |  |  | 102 | 
|             | 13. |  |  | Certain Relationships and Related Transactions                                            |  |  | 104 | 
|             | 14. |  |  | Controls and Procedures                                                                   |  |  | 105 | 
|PART IV     
|             | 15. |  |  | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K                       |  |  | 106 | 
|             |     |  |  | Signatures                                                                                |  |  | 109 | 
|             |     |  |  | Certifications                                                                            |  |  | 110 | 

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PART I






|        |         
|------- | --------
|Item 1. | Business

Dole Food Company, Inc. was founded in Hawaii in
1851 and was incorporated under the laws of Hawaii in 1894. Dole
reincorporated as a Delaware corporation in July 2001. Unless
the context otherwise requires, Dole Food Company, Inc. and its
consolidated subsidiaries are referred to herein as the
Company, Dole, our and
we.

Doles principal executive offices are
located at One Dole Drive, Westlake Village, California 91362,
telephone (818) 874-4000. During fiscal year 2002, we had,
on average, 33,000 full-time permanent employees and
24,000 full-time seasonal or temporary employees,
worldwide. Dole is the worlds largest producer and
marketer of high-quality fresh fruit, fresh vegetables and
fresh-cut flowers, and markets a growing line of packaged foods.
Our website address is www.dole.com. We make available free of
charge through our website our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on
Form 8-K, and all amendments to those reports as soon as
reasonably practicable after such material is electronically
filed with or furnished to the Commission.

Doles operations are described below. For
detailed financial information with respect to Doles
business and its operations, see Doles Consolidated
Financial Statements and the related Notes to Consolidated
Financial Statements, which are included in this report.

Overview

We are the worlds largest producers of
fresh fruit, fresh vegetables and fresh-cut flowers, and we
market a growing line of value-added products. We are one of the
worlds largest producers of bananas and pineapples, a
leading marketer of citrus and table grapes worldwide and an
industry leader in packaged fruit products, ready-to-eat salads
and vegetables. Our most significant products hold the
number 1 or number 2 positions in the respective
markets in which we compete.

We utilize product quality, food safety, brand
recognition, competitive pricing, customer service and consumer
marketing programs to enhance our position within the food
industry. We provide wholesale, retail and institutional
customers around the world with high quality food products that
bear the DOLE® trademarks. The DOLE brand was introduced in
1933 and we believe it is one of the most recognized for fresh
and packaged produce in the United States as evidenced by our
42% unaided consumer brand awareness, twice that of our nearest
competitor, according to C.A. Walker and Associates.
Consumer and institutional recognition of the DOLE trademarks
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. We own these trademarks
in the United States, Canada and in other countries in which we
conduct business and regard them as important corporate assets
with high recognition and acceptance.

We source or sell over 200 products in more
than 90 countries. Our fully-integrated operations include
sourcing, growing, processing, distributing and marketing our
products. Our products are produced both directly on Dole-owned
or leased land and through associated producer and independent
grower arrangements under which we provide varying degrees of
farming, harvesting, packing, storing, shipping, stevedoring and
marketing services.

Dole has significant owned and operated food
sourcing and related operations in Chile, Colombia, Costa Rica,
Ecuador, Guatemala, Honduras, Japan, the Philippines, Thailand
and the United States. Dole also sources food products in
Algeria, Argentina, Australia, Brazil, Cameroon, China, Greece,
Italy, Ivory Coast, Mexico, New Zealand, Peru, South
Africa, South Korea, Spain, Syria, Tunisia and Turkey.
Significant volumes of Doles fresh fruit and packaged
products are marketed in Canada, Western Europe, Japan and the
United States, with lesser volumes marketed in Australia, China,
Hong Kong, New Zealand, Russia, South Korea and certain
other countries in Asia, Eastern Europe, Scandinavia, the Middle
East and Central and South America. For the amount of revenues
from external customers and property, plant and equipment by

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geographical area, in each of the last three
fiscal years, see Note 14 to the Consolidated Financial
Statements on page 75 of this Form 10-K.


The nature of our operations is such that our
receivables and inventory have a short turnover, given that the
majority of our business involves perishable goods (fresh fruit,
vegetables and flowers). As a result, our working capital needs
are largely met through cash flow from operations (i.e.,
turnover of receivables and inventory). We believe that our
practices relating to working capital are consistent with the
industries in which we operate.

Industry

The worldwide fresh produce industry is
characterized by consistent underlying demand and favorable
growth dynamics. In recent years, the market for fresh produce
has grown at a rate above population growth, supported by
ongoing trends including greater consumer demand for healthy,
fresh and convenient foods, increased retailer square footage
devoted to produce, and increased emphasis on fresh produce as a
differentiating factor in attracting customers. According to the
Food and Agriculture Organization, worldwide produce production
grew 3.6% per annum from 814 million metric tons in 1990 to
an estimated 1,244 million in 2002. Total wholesale fresh
produce sales in the United States surpassed $80 billion in
2001, up from approximately $35 billion in 1987,
representing a 6.1% compounded annual growth rate. In the US,
wholesale fresh produce sales are split roughly evenly between
the retail and foodservice channels.

Health conscious consumers are driving much of
the growth in demand for fresh produce. Over the past
20 years, the benefits of natural, preservative free foods
have become an increasingly prominent element of the public
dialogue on health and nutrition. As a result, consumption of
fresh fruit and vegetables has increased markedly. According to
the United States Department of Agriculture (USDA),
Americans consumed 54 more pounds of fresh fruit and
vegetables per capita in 2000 than they did in 1986.
Time-starved consumers are also demonstrating continued demand
for convenient, ready to eat products. Food manufacturers have
responded with new product introductions and packaging
innovations in segments such as bagged baby carrots and
ready-to-eat salads, contributing to industry growth. For
example, the US market for fresh-cut produce has increased
from an estimated $3 billion in 1994 to an estimated
$11 billion in 2000. According to the International Fresh
Cut Produce Association, growth in the fresh-cut produce market
is forecasted to continue at a compound annual rate of 6.4%,
reaching approximately $15 billion by 2005.

Retail consolidation and the growing importance
of food to mass merchandisers are major factors affecting the
food manufacturing and fresh produce industries. As food
retailers have grown and expanded, they have sought to increase
profitability through value-added product offerings and in-store
services. As fresh produce has become a strategic focus,
retailers have expanded square footage dedicated to produce
departments by almost 7% per annum between 1994 and 1999. This
development has led to an increase in produce sales as a
percentage of total supermarket sales, from 8.8% in 1987 to 9.8%
in 2001, according to the Food Marketing Institute. The fresh
produce category is also attractive to retailers due to its
higher margins. According to the USDAs Agriculture
Information Bulletin No. 758, gross margins for the produce
department were 33% compared to a 26% average for the entire
store in 1997. Fully-integrated produce companies, such as Dole,
are well positioned to meet the needs of large retailers through
the delivery of consistent, high quality produce, reliable
service, competitive pricing and innovative products.
Established produce companies have sought to strengthen
relationships with leading retailers through value-added
services such as banana ripening and distribution, category
management, branding initiatives and establishment of long term
supply agreements.

Competitive Strengths

Our competitive strengths have contributed to our
strong historical operating performance and should enable us to
capitalize on future growth opportunities:



| |   |                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Market Share Leader.Our most significant products hold the
    number 1 or number 2 positions in the respective
    markets in which we compete. We maintain number 1 market
    share positions in global bananas, winter fruits exported from
    Chile, and in North American iceberg lettuce, celery,
    cauliflower,

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | ready-to-eat salads and packaged fruit products,
    including our line of fruit cups called FRUIT BOWLS® and
    FRUIT-N-GEL BOWLSTM. In addition, we believe that we
    are the only fully-integrated fresh-cut flower and bouquet
    supplier of our size in North America.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Strong Global Brand.Consumer and institutional recognition
    of the DOLE trademark and related brands and the association of
    these brands with high quality food products contribute
    significantly to our leading positions in each of the markets
    that we serve. By implementing a global marketing program, we
    have made the distinctive red DOLE letters and
    sunburst a familiar symbol of freshness and quality recognized
    around the world. We believe that opportunities exist to
    leverage the DOLE brand through product extensions and new
    product introductions.                                                                                                                                                                                                                                                                                                                     
|
| |  | Low-Cost Production Capabilities.We believe we are one of the lowest
    cost producers of many of our major product lines, including
    bananas, North American fresh vegetables and ready-to-eat salads
    and packaged fruit products. Over the last several years we have
    undertaken various initiatives to achieve this low-cost
    position, including closing facilities, centralizing our raw
    material purchasing and leveraging our global logistics
    infrastructure more efficiently. We plan to maintain these
    low-cost positions through a continued focus on operating
    efficiency.                                                                                                                                                                                                                                                                                                             
|
| |  | State-of-the-Art Infrastructure.We have made significant investments
    in our production, processing, transportation and distribution
    infrastructure with the goal of efficiently delivering the
    highest quality and freshest product to our customers. We own or
    lease approximately 120,000 acres of land worldwide, over
    50 processing, ripening and distribution centers, and the
    largest dedicated refrigerated containerized shipping fleet in
    the world, comprising 21 ships and approximately 10,800
    refrigerated containers. The investments in our infrastructure
    should allow for continued growth without the need for sizable
    capital expenditures in the near term. In addition, our
    market-leading logistics and distribution capabilities allow us
    to act as a preferred fresh and packaged food provider to
    leading global supermarkets and mass merchandisers.
|
| |  | Diversity of Sourcing Locations.We currently source our fresh fruits,
    vegetables and fresh-cut flowers in 28 countries and
    distribute products in more than 90 countries. We are not
    dependent on any one country for the sourcing of any of our
    products. The largest concentration of production is in Ecuador,
    where we sourced approximately one-third of our Latin bananas in
    2002. The diversity of our production sources reduces our risk
    from exposure to natural disasters and political disruptions in
    any one particular country.                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Experienced Management Team.Our management team has a demonstrated
    history of delivering strong operating results through
    disciplined execution. The current management team has been
    instrumental in our continuing drive to transform Dole from a
    production driven company into a sales and marketing driven one.
    In addition, the management team has led our recent company-wide
    restructuring and improvement initiatives. Daily operations are
    led by Lawrence A. Kern, President and Chief Operating Officer.                                                                                                                                                                                                                                                                                                                                                                                 

Business Strategy

Key elements of our strategy include:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Leveraging our Strong Brand and Market
    Leadership Position.Our most
    significant products hold number one or number two market
    positions in the respective markets in which we compete. We
    intend to maintain those positions and continue to expand our
    leadership both in new product areas and with new customers. We
    have a history of leveraging our strong brand to successfully
    enter, and in many cases become the leading player in,
    value-added food categories. For example, we attained the
    number 1 market share in the plastic fruit cups category
    only 3 years after introducing FRUIT BOWLS and FRUIT-N-GEL
    BOWLS. We intend to continue to evaluate and to strategically
    introduce other branded products in the value-added sectors of
    our business.
|
| |  | Focusing on Value-Added Products.Over the last 10 years, we have
    successfully shifted our product mix toward value-added food
    categories and away from commodity fruits and vegetables. For
    example,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | we have found major success in our ready-to-eat
    salad lines, bagged baby carrots, and, most recently, FRUIT
    BOWLS and FRUIT-N-GEL BOWLS. These value-added food categories
    are growing at a faster rate than our traditional commodity
    businesses and are generating higher margins. Overall, we have
    significantly increased our percentage of revenue from
    value-added products. This shift has been most pronounced in our
    North American fresh vegetables and packaged foods businesses,
    where value-added products now account for approximately 58% and
    25% of revenue, respectively, of those businesses
    revenues. We plan to continue to address the growing demand for
    convenient and innovative products by investing in our higher
    margin, value-added food businesses.
|
| |  | Further Improving Operating Efficiency and
    Cash Flow.While we have greatly
    improved our profitability and cash flow over the last few
    years, we intend to continue to focus on profit improvement
    initiatives and maximizing cash flow. We will continue to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| |   |                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | analyze our current customer base and focus on
    profitable relationships with strategically important customers;
|
| |  | leverage our purchasing power to reduce our costs
    of raw materials; and                                        
|
| |  | make focused capital investments to improve
    productivity.                                                      

Business Segments

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

Management evaluates and monitors segment
performance primarily through earnings before interest expense
and income taxes (EBIT). EBIT, which is also
disclosed as a line item to the Consolidated Statements of
Income on page 50, is calculated by adding interest income
and other (expense) income  net to operating income.
Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States of America (GAAP) and
should not be considered in isolation or as a substitute for net
income or cash flow measures prepared in accordance with GAAP or
as a measure of the Companys profitability or liquidity.
Additionally, the Companys computation of EBIT may not be
comparable to other similarly titled measures computed by other
companies, because all companies do not calculate EBIT in the
same fashion.

Fresh Fruit

Our fresh fruit business segment has four primary
operating divisions: bananas, fresh pineapple, European Ripening
& Distribution and Dole Chile. We believe that we are the
industry leader in growing, sourcing, shipping and distributing
consistently high-quality fresh fruit. The fresh fruit business
segment represented approximately 63% and 60% of 2002 revenues
and EBIT, respectively, of the four segments.



| |        
| | -------
| | Bananas

We are the worlds largest producer of
bananas, growing and selling more than 120 million boxes of
bananas annually. We primarily sell bananas to customers in
North America, Europe and Asia. We are the

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number one brand of bananas in both North America
(an approximate 33% market share) and Japan (an approximate 28%
market share) and the number two brand in Europe (an approximate
17% market share). In Latin America, our bananas are primarily
sourced in Honduras, Costa Rica, Ecuador, Colombia and Guatemala
and grown on approximately 36,000 acres of company-owned
farms and approximately 71,600 acres of independent
producers farms. Bananas produced by us in Latin America
are shipped primarily to North America and Europe on our
refrigerated, containerized shipping fleet. In Asia, we source
our bananas primarily in the Philippines. Bananas accounted for
approximately 45% of our fresh fruit business segment revenues
in 2002.


Consistent with our strategy to focus on
value-added products, we have continued to expand our focus on
higher margin, niche bananas. While the traditional
green bananas still comprise the majority of our
banana sales, we have successfully introduced niche bananas such
as organic, low chemical and sweet bananas. We have found that
organic produce is a growing category in North America and
Europe and there is a strong demand for low chemical and sweet
bananas in Asia. We have also improved the profitability of our
banana business by focusing on profitable customer relationships
and markets. We have exited unprofitable customer relationships
and ceased operations in low margin or unprofitable markets such
as Eastern Europe.

While bananas are sold year round, there is a
seasonal aspect to the banana business. Banana prices and
volumes are typically higher in the first and second calendar
quarters before there is increased competition from summer
fruits. North America, the largest of our banana markets, is our
only market that is contract focused. Approximately 80% of our
total retail volume in North America is under contract. The
contracts are typically one year in duration and help to
insulate us from fluctuations in the banana spot market.



| |                 
| | ----------------
| | Fresh Pineapples

We are the number two global producer of fresh
pineapples, growing and selling more than 17 million boxes
annually. We sell our pineapples globally and source them from
company-operated farms and independent growers in Latin America,
Hawaii, the Philippines and Thailand. We produce and sell two
principal varieties of pineapples: the Champaka (or green)
pineapple and the sweet yellow pineapple. The Champaka
pineapple, traditionally the most widely available type of
pineapple, is primarily sold to the foodservice sector and is
also used in our packaged products. The sweet yellow pineapple
was introduced in 1999 under the DOLE PREMIUM SELECT®
label. The sweet yellow pineapple sells for a higher price than
the Champaka, which translates into a higher margin for us and
our customers. Our sweet yellow pineapple has had excellent
market acceptance with our unit volume more than doubling in
2002 as compared with 2001. Our primary competition in fresh
pineapples is Fresh Del Monte. Pineapples accounted for
approximately 7% of our fresh fruit business segments
revenues in 2002.



| |                                     
| | ------------------------------------
| | European Ripening &
    Distribution

Our European Ripening & Distribution business
distributes DOLE and non-DOLE branded fresh produce in Europe.
This business operates approximately 50 sales and
distribution centers in nine countries, predominantly in Western
Europe. This is a value-added business for us since European
retailers generally do not self-distribute or self-ripen. This
business assists us in firmly establishing customer
relationships in Europe. We own 60% of Saba Trading AB in
Sweden. Saba is Scandinavias leading importer and
distributor of fruit, vegetables and flowers, with imports from
more than 60 countries. Saba has a wholly owned subsidiary
in the Netherlands that is one of Europes largest exotic
fruit import and distribution companies. European Ripening &
Distribution accounted for approximately 35% of our fresh fruit
business segments revenues in 2002.



| |           
| | ----------
| | Dole Chile

We began our Chilean operations in 1982 and have
grown to become the largest exporter of Chilean fruit. We export
grapes, apples, pears, stone fruit (e.g., peaches and plums) and
kiwifruit from approximately 4,075 company-owned and
29,000 contracted acres. The weather and geographic
features of Chile are similar to those of the Western United
States, with opposite seasons. Accordingly, Chiles harvest
is counter-seasonal to that in the Northern hemisphere,
offsetting the seasonality in our other fresh fruit. We
primarily export

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Chilean fruit to North America, Latin America and
Europe. Our Dole Chile business division accounted for
approximately 7% of our fresh fruit business segments
revenues in 2002.


Fresh Vegetables

Our fresh vegetables business segment operates
under two divisions: commodity and value-added. We source our
fresh vegetables from company-owned and contracted farms. To
satisfy the increasing demand for our products, we have
continued to expand production and distribution capabilities of
our fresh vegetables segment. We have recently completed
expansion projects at our Springfield, Ohio and Yuma, Arizona
ready-to-eat salad and vegetable facilities. Our Yuma production
facility transitioned from a five-month seasonal operation to a
year-round production operation in the fall of 2002 to
accommodate growth in this segment. Under our arrangements with
independent growers, we purchase fresh produce at the time of
harvest and are generally responsible for harvesting, packing
and shipping the product to our central cooling and distribution
facilities. We have continued to focus on our value-added
products, which now account for more than 50% of revenues for
this segment. The fresh vegetables business segment accounted
for approximately 19% and 23% of 2002 revenues and EBIT,
respectively, of the four segments.



| |                     
| | --------------------
| | Commodity Vegetables

We source, harvest, cool, distribute and market
more than 20 different types of fresh vegetables, including
iceberg lettuce, red and green leaf lettuce, romaine lettuce,
butter lettuce, celery, cauliflower, broccoli, carrots, brussels
sprouts, spinach, red and green onions, asparagus, snow peas and
artichokes. We sell our commodity vegetable products primarily
in North America, Asia and, to a lesser extent, Western Europe.
In North America, we are the number one provider of lettuce,
celery and cauliflower and the number two provider of broccoli.
Our primary competitors in this category include: Tanimura &
Antle, Nunes, Growers Vegetable Express, Mann Packing, Apio and
Ocean Mist.



| |            
| | -----------
| | Value-Added

Our value-added vegetable products include
ready-to-eat salads, bagged baby carrots, broccoli florets, and
cauliflower florets. In 2002, consumers purchased more of our
ready-to-eat salads than any other brand. Our unit market share
of this category was approximately 39% for the 12-week period
ended December 31, 2002 according to A.C. Nielsen. The
ready-to-eat salad category experienced a compound annual growth
rate of approximately 20% from 1994 through 2002, with higher
growth rates in the earlier years, and is currently expected to
be approximately 8% to 10%, reflecting the consumers
increasing preference for convenience and healthy eating. Our
value-added products typically have more stable margins than
commodity vegetables, thereby helping to reduce our exposure to
commodity price fluctuations. New product development continues
to be a key driver in the growth of this segment. Our primary
competitor in this segment is Fresh Express, a subsidiary of
Performance Food Group Company.

Packaged Foods

Our packaged food segment produces canned
pineapple, canned pineapple juice, fruit juice concentrate,
packaged fruit and plastic fruit cups (i.e., FRUIT BOWLS and
FRUIT-N-GEL BOWLS). All of our significant packaged food
products hold the number one market position in North America.
We continue to dominate the plastic fruit cup category with
seven of the top eight items in this category. Fruit for our
packaged food products is sourced in Thailand and the
Philippines, and packed in our three Asian canneries, two in
Thailand and one in the Philippines. We have continued to focus
on our value-added packaged food products which now account for
approximately 25% of the segments revenues.

Our FRUIT BOWLS® products were introduced in
1998 and continue to exceed our volume and share expectations.
The trend towards convenience and healthy snacking has been
responsible for the explosive growth in the plastic fruit cup
category. The plastic fruit cup category is now larger than the
apple sauce cup and gelatin cup categories. In an effort to keep
up with this demand, we have made significant investments in our
Asian canneries. We have quadrupled our FRUIT BOWL®
capacity in the past three years. We are now

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able to produce approximately 500 million
bowls annually. These investments should ensure our position as
an industry innovator and low-cost producer. We are now
producing more plastic cups than traditional cans.


With a broader line of convenience-oriented
products, we are gaining expanded distribution in non-grocery
channels. These channels are growing faster than the grocery
channel and the cost of gaining new distribution in them is
lower. We have gained significant new distribution in the drug,
convenience store and mass merchandiser channels, and have
become an increasingly dominant presence in the club store snack
cup business.

Our packaged foods segment accounted for
approximately 14% and 18% of 2002 revenues and EBIT,
respectively, of the four segments.

Fresh-Cut Flowers

We entered the fresh-cut flowers business in 1998
and are now the largest producer of fresh flowers in Latin
America with over 90% of our Latin American flowers shipped into
North America. Our products include over 800 varieties of
fresh-cut flowers such as roses, carnations and Alstroemeria.
The fresh-cut flowers business fits our core competencies
including:



| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | expertise in perishable products,                                   
|
| |  | strong relationships with and knowledge of the
    grocery channel, 
|
| |  | the ability to manage production in the Southern
    hemisphere, and
|
| |  | sophisticated logistics capabilities.                               

We are the only flower importer with guaranteed
daily deliveries by air. Immediately after harvesting, our
flowers are flown to our Miami facilities where temperatures are
maintained at consistent levels in all warehouse and production
operations. Maintaining the cold chain enables us to deliver the
freshest and healthiest flowers to the market.

In December 2001, in an effort to increase
efficiencies and reduce costs, we consolidated our fresh-cut
flowers operations, previously housed in seven separate
buildings, into a new worldwide headquarters facility in Miami,
Florida. A new management team assumed responsibility for the
fresh-cut flower business in 2002, including John Schouten, who
was part of the team instrumental in initiating the realignment
of Doles fresh vegetables business in the 1990s. The new
management team has recently implemented initiatives to reduce
costs, improve customer profitability and improve demand
planning. The customer profitability initiatives included SKU
rationalization, customer rationalization and, most importantly,
a new strategic focus on the retail grocery channel rather than
the wholesale market. In the fresh-cut flowers business, the
retail grocery channel is a higher margin market that exhibits
less seasonality than the wholesale market. The emphasis on
demand planning has given the fresh-cut flowers segment a sales
and market focus instead of a production focus. We now only
produce flowers that we can sell, as opposed to selling flowers
that we produce. Our fresh-cut flowers segment accounted for
approximately 4% and (1%) of 2002 revenues and EBIT,
respectively, of the four segments.

Global Logistics

We have significant owned and operated food
sourcing and related operations in Chile, Colombia, Costa Rica,
Ecuador, Guatemala, Honduras, Japan, the Philippines, Thailand
and the United States. We also source food products in Algeria,
Argentina, Australia, Brazil, Cameroon, China, Greece, Italy,
Ivory Coast, Mexico, New Zealand, Peru, South Africa, South
Korea, Spain, Syria, Tunisia and Turkey. Significant volumes of
Doles fresh fruit and packaged products are marketed in
Canada, Western Europe, Japan and the United States, with lesser
volumes marketed in Australia, China, Hong Kong, New Zealand,
South Korea, and certain other countries in Asia, Eastern
Europe, Scandinavia, the Middle East and Central and South
America.

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The produce which we distribute internationally
is transported primarily by 21 owned or leased ocean-going
vessels. We ship our tropical fruit in owned or chartered
refrigerated vessels. All of our tropical fruit shipments into
the North American and core European markets are delivered using
pallets or containers. This increases efficiency and minimizes
damage to the product from handling. All of the vessels are
equipped with controlled atmosphere technology, which improves
product quality. Backhauling services, transporting
third-party cargo primarily from North America and Europe to
Latin America, reduce net transportation costs. We use vessels
that are both owned or controlled under long-term leases, as
well as vessels chartered under contracts which typically last
one year. In addition, our fresh cut flowers are transported via
chartered flights which are under contract.

Customers

Our top 10 customers in 2002 accounted for
approximately 25% of total sales. No one customer accounted for
more than 5% of total 2002 sales. Our customer base is highly
diversified, both geographically and in terms of product mix.
Each of our segments largest customers accounted for less
than 15% of that segments revenues.

Our largest customers are leading global and
regional mass merchandisers and supermarkets in North America,
Europe and Asia. Top customers include major retailers such as
Ahold, Albertsons, A&P, Costco, Kroger, Roundys
and Walmart/ Sams Club.

Sales and Marketing

We sell and distribute our fruit and vegetable
products through a network of fresh produce operations in North
America, Europe and Asia. Some of these operations involve the
sourcing, distribution and marketing of fresh fruits and
vegetables while others involve only distribution and marketing.
We have regional sales organizations to service major retail and
wholesale customers. We also use the services of brokers in
certain regions, primarily for sales of packaged foods and
ready-to-eat salads. Retail customers include large chain stores
with which Dole enters into product and service contracts,
typically for a one-year term. Wholesale customers include large
distributors in North America, Europe and Asia. We use consumer
advertising and promotion support, together with trade spending,
to support awareness of new items to maintain and grow our
exceptional brand awareness.

Competition

The global fresh and packaged produce markets are
intensely competitive, and are generally dominated by a small
number of global producers and filled out with independent
growers, packers and middlemen. Our large, international
competitors are Chiquita, Fresh Del Monte Produce and Del Monte
Foods. In certain product lines, such as packaged salads, we
compete with smaller national producers, such as Fresh Express.
In fresh vegetables, a limited number of grower shippers in the
US and Mexico supply a significant portion of the
US market, with numerous smaller independent distributors
also competing. We also face competition from grower
cooperatives and foreign government sponsored producers.
Competition in the various markets in which we operate is based
on reliability of supply, product quality, brand recognition and
perception, price and the ability to satisfy changing customer
preferences through innovative product offerings.

Employees

During fiscal year 2002, we had on average
approximately 33,000 full-time permanent employees and 24,000
full-time seasonal or temporary employees, worldwide. This
represents a reduced work force from prior years due in part to
our profit improvement initiatives. Approximately 56% of our
employees work under collective bargaining agreements, some of
which expire in 2003, subject to automatic renewals unless a
notice of non-extension is given by us or the union. We have not
received any notice yet that a union intends not to extend a
collective bargaining agreement. We believe our relations with
our employees are generally good.

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Research and Development

Our research and development programs concentrate
on sustaining the productivity of our agricultural lands, food
safety, product quality of existing products and the development
of new value-added products, as well as agricultural research
and packaging design. Agricultural research is directed toward
sustaining and improving product yields and product quality by
examining and improving agricultural practices in all phases of
production (such as development of specifically adapted plant
varieties, land preparation, fertilization, cultural practices,
pest and disease control, post-harvesting, handling, packing and
shipping procedures), and includes on-site technical services
and the implementation and monitoring of recommended
agricultural practices. Research efforts are also directed
towards integrated pest management and biological pest control.
Specialized machinery is developed for various phases of
agricultural production and packaging that reduces labor costs,
improves productivity and efficiency and increases product
quality. Agricultural research is conducted at field facilities
primarily in California, Hawaii, Latin America and Asia. We also
sponsor research related to environmental improvements and the
protection of worker and community health. The aggregate amounts
we spent on research and development in each of the last three
years have not been material in any of such years.

Trademark Licenses

We have an agreement with Ice Cream Partners USA,
LLC, pursuant to which we have licensed to Nestle our rights to
market and manufacture processed products in key segments of the
frozen novelty business in the United States and certain other
countries, including FRUIT N JUICE® and SORBET
N CREAM® bars. DOLEWHIP®, a soft-serve,
non-dairy dessert, is manufactured and marketed by Precision
Foods, Inc. under license from us. We also market DOLE canned
pineapple juice and pineapple juice blend beverages. In
connection with the sale of the majority of our juice business
to Tropicana Products, Inc. in May of 1995, we received cash
payments up front and granted to Tropicana a license, requiring
no additional future royalty payments, to use certain trademarks.

Environmental and Regulatory Matters

Our agricultural operations are subject to a
broad range of evolving environmental laws and regulations in
each country in which we operate. In the United States, these
laws and regulations include the Food Quality Protection Act of
1996, the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, the Federal Insecticide,
Fungicide and Rodenticide Act and the Comprehensive
Environmental Response, Compensation and Liability Act.

Compliance with these foreign and domestic laws
and related regulations is an ongoing process that is not
currently expected to have a material effect on our capital
expenditures, earnings or competitive position. Environmental
concerns are, however, inherent in most major agricultural
operations, including those conducted by us, and there can be no
assurance that the cost of compliance with environmental laws
and regulations will not be material. Moreover, it is possible
that future developments, such as increasingly strict
environmental laws and enforcement policies thereunder, and
further restrictions on the use of agricultural chemicals, could
result in increased compliance costs.

Our food operations are also subject to
regulations enforced by, among others, the U.S. Food and Drug
Administration and state, local and foreign equivalents and to
inspection by the USDA and other federal, state, local and
foreign environmental, health and safety authorities. The
U.S. Food and Drug Administration enforces statutory
standards regarding the labeling and safety of food products,
establishes ingredients and manufacturing procedures for certain
foods, establishes standards of identity for foods and
determines the safety of food substances in the United States.
Similar functions are performed by state, local and foreign
governmental entities with respect to food products produced or
distributed in their respective jurisdictions.

Portions of our fresh fruit and vegetable farm
properties are irrigated by surface water supplied by local
government agencies using facilities financed by federal or
state agencies, as well as from underground sources. Water
received through federal facilities is subject to acreage
limitations under the 1982 Reclamation Reform Act. The quantity
and quality of these water supplies varies depending on weather
conditions and

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government regulations. We believe that under
normal conditions these water supplies are adequate for current
production needs.


Legal Proceedings

See Item 3, Legal Proceedings, in this
Form 10-K.

Trade Issues

Our foreign operations are subject to risks of
expropriation, civil disturbances, political unrest, increases
in taxes and other restrictive governmental policies, such as
import quotas. Loss of one or more of our foreign operations
could have a material adverse effect on our operating results.
We attempt to maintain a cordial working relationship in each
country where we operate. Because our operations are a
significant factor in the economies of certain countries, our
activities are subject to intense public and governmental
scrutiny and may be affected by changes in the status of the
host economies, the makeup of the government or even public
opinion in a particular country.

The European Union (EU) maintains
banana regulations that impose quotas and tariffs on bananas. In
April 2001, the EU reached agreements with the United States and
Ecuador to implement a tariff-only import system no later than
January 1, 2006. In the interim period beginning
July 1, 2001, European companies (including Dole
subsidiaries) that operated and bought bananas and sold them
into the EU market during the years 1994-1996 are eligible for
banana import licenses. The licenses are renewed annually. Such
renewal is automatic for the class of companies (including Dole
subsidiaries) that imported bananas into the EU in the 1994-1996
reference period (the traditional operators); the
traditional operators possess, in the aggregate, EU licenses to
import more than 83% of the total licensed import volume of
bananas. The rest of the annual import licenses are issued to a
class of companies (including other Dole subsidiaries) that do
not qualify under the 1994-1996 reference period test but that
have imported bananas during the two most recent years, in an
amount exceeding $1.2 million in at least one of those
years (the non-traditional operators). To renew its
licenses, a non-traditional operator must establish each year
that it has used at least 50% of the licenses it possessed in
the prior year, which is not expected to be a problem for Dole.
By passing this 50% test, a non-traditional operator is included
in the pool of non-traditional operators whose licenses will be
renewed. The exact number of licenses that will be issued in a
given year to a non-traditional operator in the pool will depend
on how many other non-traditional operators apply for renewal in
that year. Doles earnings have not been negatively
impacted by the new interim regime, and it believes the ongoing
impact of this regime will not be dilutive to its current
earnings levels.

Exports of our products to certain countries or
regions, particularly China, Japan, New Zealand, Russia, South
Korea and the Middle East, are subject to various restrictions
that may be increased or reduced in response to international
economic, currency and political factors, thus affecting our
ability to compete in these markets.

We distribute our products in more than 90
countries throughout the world. Our international sales are
usually transacted in U.S. dollars and major European and
Asian currencies, while certain costs are incurred in currencies
different from those that are received from the sale of
products. Results of operations may be affected by fluctuations
in currency exchange rates in both the sourcing and selling
locations.

Seasonality

Our sales volumes remain relatively stable
throughout the year. We experience seasonal earnings
characteristics, predominantly in the fresh fruit segment,
because fresh fruit prices are lower in the second half of the
year, when summer fruits are in the markets, than in the first
half of the year. Our fresh vegetables segment does not
experience significant seasonality as a result of its dispersed
growing regions. Our packaged foods and fresh-cut flowers
segments experience peak demand during certain well-known
holidays and observances; the impact is less than in the fresh
fruit segment.

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Products

For the amount of total revenues, in each of the
last three fiscal years, contributed by any class of similar
products that accounted for 10% or more of our consolidated
revenue, see Note 14 to the Consolidated Financial Statements on
page 75 of this Form 10-K.



| |              
| | -------------
| | North America

Dole distributes and markets DOLE fresh fruits
and vegetables, and packaged food products, including processed
pineapple, canned pineapple juices and pineapple juice blend
beverages, raisins, prunes and dates in North America.

Dole markets, in North America, bananas and
pineapples grown in Latin America, table grapes and apricots
grown in the United States, table grapes, stone fruit, apples
and pears grown in Chile and South Africa and citrus fruit grown
in Latin America, South Africa and Spain, as well as other
deciduous and tropical fruit grown in Latin America and Mexico.
Dole markets fresh pineapple grown in Hawaii, Costa Rica,
Honduras and Ecuador. These products are sold primarily to
retail chains and wholesalers, which in turn resell or
distribute them to retail food stores.

Fresh vegetables, as well as fresh-cut salads and
other value-added products, marketed by Dole are generally grown
under joint growing arrangements with independent growers in
California, Arizona and northern and central Mexico. The
vegetables are generally field packed and transported to
Doles central cooling and distribution facilities. The
products are sold to customers in North America and, to a lesser
extent, Asia and Western Europe.

Dole is the largest grower of fresh-cut flowers
in the world and one of the largest importers and marketers of
fresh-cut flowers in the United States. Flowers grown in
Colombia, Ecuador and Mexico on Dole-owned land or through
independent growers are imported and marketed by Dole primarily
to wholesale florists and supermarkets.



| |              
| | -------------
| | Latin America

Dole grows and sources from independent growers
and transports bananas grown primarily in Colombia, Costa Rica,
Ecuador, Guatemala and Honduras for markets principally in North
America, Europe, the Mediterranean and selected Asian markets.

Fresh pineapples destined for the North American
and Western European markets are grown by Dole Latin America on
owned plantations in Costa Rica, Ecuador and Honduras and
sourced from independent producers, primarily in Costa Rica.

Dole sources table grapes, apples, pears and
other deciduous fruit from Chile, and melons from Costa Rica,
the Dominican Republic and Honduras, primarily for markets in
North America and/or Western Europe. Dole owns a majority
interest in an edible oils refinery, a laundry soap factory, a
palm oil extraction operation and a palm oil plantation in
Honduras.

Dole produces value-added vegetable products,
such as iceberg lettuce-based salad mixes, specialty lettuce
salads, complete Caesar salads, broccoli florets, cauliflower
florets and other products for markets in Latin America.



| |     
| | ----
| | Asia

Dole sources bananas, fresh pineapples,
asparagus, mangoes, papaya and other fruits and vegetables from
the Philippines, Thailand and Ecuador, and transports them to
markets principally in Asia, New Zealand and the Middle East. It
also sources citrus fruit, deciduous fruit and vegetables, such
as asparagus, broccoli, tomatoes, cabbage and lettuce from North
America, Australia, New Zealand, China, Korea, South Africa,
Chile and other parts of the world to distribute in Asian
markets, primarily Japan. In Japan, Dole also distributes
domestically-sourced fruits, vegetables and value-added products
such as pre-cut fruits, vegetables and salads.

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Dole operates 15 fresh-cut fruit and vegetable
distribution centers in Japan through joint ventures with local
distributors. Dole also owns a vegetable processing facility in
Qingdao, China that produces value-added vegetable products for
the Chinese and Japanese markets.

Doles Worldwide Packaged Food Division
operates three canneries in Asia: two in Thailand and one in the
Philippines. These canneries supply North America, Europe, Asia,
Australia and the Middle East. These canneries have
significantly expanded their operations into diversified
products, including plastic cups and pouches. The pineapples
used at these canneries are sourced from a large Dole-operated
plantation and independent growers in the Philippines and
primarily from independent growers in Thailand.



| |       
| | ------
| | Europe

Dole is a major marketer and importer of bananas
and other fresh fruits and canned fruits in Europe and the Near
East. Dole sources bananas from Latin America, Cameroon, the
Ivory Coast, Guadalupe, Martinique, Jamaica and the Canary
Islands.

We operate eight banana ripening, produce and
flower distribution centers in Sweden, nine in France, five in
Spain, four in Italy, one in Belgium and three in Germany; with
the exception of two owned facilities in Sweden, six owned
facilities in France, three owned facilities in Spain, three
owned facilities in Germany and one owned facility in Italy,
these facilities are leased. We own and operate one distribution
center in the Netherlands, which specializes in the distribution
of exotic fruits throughout Europe. We have a minority interest
in a French company that owns a majority interest in banana and
pineapple plantations in Cameroon and the Ivory Coast. We own a
minority interest in a banana ripening and fruit distribution
company with four facilities in the United Kingdom. We are the
majority owner in a company operating a port terminal and
distribution facility in Livorno, Italy. We own a banana
ripening and fruit distribution facility near Istanbul, Turkey.

We have a majority interest in Saba Trading AB,
which owns and operates a state-of-the-art, ready-to-eat salad
and vegetable plant in Helsingborg, Sweden. In connection with
the acquisition of its 60% interest in Saba Trading AB in 1998,
Dole has the right to purchase (the call option), at
its sole discretion, the minority shareholders entire
interest in Saba during either January 2004 or January 2008. In
addition, each minority shareholder separately has the right to
require Dole to purchase (the put option) the
shareholders interest during either February 2005 or
February 2008. The call option price and the put option price
are computed based upon formulas as specified in the agreements.
In the event that each minority shareholder exercises its put
option, the minimum aggregate price payable by Dole for these
minority interests under these formulas would approximate
$56 million at December 28, 2002.

Dole licenses the DOLE trademark and salad
processing technology to a subsidiary of Bama Industrier A.S.,
Doles primary customer for fresh produce in Norway.

In September 2002, Dole sold all of its 91%
equity interest in, and outstanding loans due from, Pascual
Hermanos, a Spanish vegetable and citrus producing and exporting
corporation held for sale since 2001, for approximately
$18.1 million, net of cash on hand at the date of sale. On
October 1, 2002, Dole sold its wholly owned subsidiary,
Saman, for $6 million in cash, net of cash on hand at the
date of sale. Saman is a European dried fruit and nut processor
held for sale since 2001.

Dole is a major exporter of deciduous and citrus
fruit from South Africa to Europe.

GOING-PRIVATE TRANSACTION

On December 18, 2002, Dole and David H.
Murdock signed a definitive merger agreement (merger
agreement) pursuant to which Mr. Murdock will acquire
the approximately 76% of Doles common stock that he and
his family do not already own for $33.50 per share in cash. Upon
completion of the merger, Dole will become wholly owned by
Mr. Murdock through DHM Holding Company, Inc.

Dole has filed with the Securities and Exchange
Commission and mailed to its shareholders definitive proxy
materials for a special meeting of shareholders to vote on the
proposed merger of DHM Acquisition

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Company, Inc., which is wholly owned by DHM
Holding Company, Inc., into Dole. The special meeting is
scheduled for March 26, 2003. The merger is conditioned
upon, among other things, its approval by shareholders who own a
majority of the outstanding shares not already owned by
Mr. Murdock or his family, and completion of the financing
contemplated by the merger.


It is anticipated that funds necessary to
purchase the outstanding shares of Dole will be provided by
Mr. Murdock, a bank syndicate and/or institutional
investors. Completion of the financing required to complete the
transaction and refinance some of Doles debt is subject to
the execution of definitive loan agreements and the satisfaction
of the conditions therein. Such financing is currently expected
to consist of $1.125 billion of senior secured credit
facilities (currently expected to consist of approximately
$825 million of term loan facilities and approximately
$300 million of revolving credit facilities, a portion of
which revolving credit facilities will be drawn upon on the
closing date of the merger) and approximately $475 million
of new senior debt securities. Dole announced on March 17,
2003, that it had priced at par $475 million of 8.875%
Senior Notes due 2011 (the 2011 Notes). The 2011
Notes are being offered pursuant to Rule 144A and
Regulation S under the Securities Act of 1933. Assuming
shareholder approval of the merger agreement and satisfaction of
financing conditions, Dole expects that the closing of the
offering and the delivery of the 2011 Notes will occur shortly
thereafter.

In addition, Dole and Mr. Murdock announced
that, assuming the merger receives the required approval by
Doles shareholders and becomes effective, Dole expects to
redeem or retire its 7% Notes due 2003 and 6.375% Senior Notes
due 2005, which had outstanding principal balances of
$209.8 million and $300 million, respectively, at
December 28, 2002. Dole also expects that its 7.25% Senior
Notes due 2009 and 7.875% Debentures due 2013 will remain
outstanding. Dole intends to modify the Senior Notes due 2009
and Debentures due 2013 to provide for interest rates of 8.625%
and 8.75%, respectively, and for substantially the same
covenants and subsidiary guarantees as will exist under the
Notes. The exact timing of these actions would be dependent on
the timing of the merger. Additionally, all outstanding stock
options (other than those held by Mr. Murdock) would be
settled in cash, upon consummation of the merger.

RISK FACTORS

In addition to the risk factors described
elsewhere in this Form 10-K, you should consider the
following risk factors.

Adverse weather conditions and crop disease
can impose costs on our business.

Fresh produce, including produce used in canning
and other packaged food operations, is vulnerable to adverse
weather conditions, including windstorms, floods, drought and
temperature extremes, which are quite common but difficult to
predict. Unfavorable growing conditions can reduce both crop
size and crop quality. In extreme cases, entire harvests may be
lost in some geographic areas. These factors can increase costs,
decrease revenues and lead to additional charges to earnings,
which may have a material adverse effect on our business,
results of operations and financial condition.

Fresh produce is also vulnerable to crop disease
and to pests, which may vary in severity and effect, depending
on the stage of production at the time of infection or
infestation, the type of treatment applied and climatic
conditions. For example, black sigatoka is a fungal disease that
affects banana cultivation in most areas where they are grown
commercially. The costs to control this disease and other
infestations vary depending on the severity of the damage and
the extent of the plantings affected. These infestations can
increase costs, decrease revenues and lead to additional charges
to earnings, which may have a material adverse effect on our
business, results of operations and financial condition.

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Our business is highly competitive and we
cannot assure you that we will maintain our current market
share.

Many companies compete in our different
businesses. However, only a few well-established companies
operate on both a national and a regional basis with one or
several branded product lines. We face strong competition from
these and other companies in all our product lines.

Important factors with respect to our competitors
include the following:



| |   |                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Some of our competitors may have greater
    operating flexibility and, in certain cases, this may permit
    them to respond better to changes in the industry or to
    introduce new products and packaging more quickly and with
    greater marketing support.
|
| |  | Several of our packaged food product lines are
    sensitive to competition from national or regional brands, and
    many of our product lines compete with imports, private label
    products and fresh alternatives.                                           
|
| |  | We cannot predict the pricing or promotional
    actions of our competitors or whether those actions will have a
    negative effect on us.                                                                                                                        

There can be no assurance that we will continue
to compete effectively with our present and future competitors,
and our ability to compete could be adversely affected by our
leveraged position. See Business 
Competition.

Our earnings are sensitive to fluctuations in
market prices and demand for our products.

Excess supplies often cause severe price
competition in our industry. Growing conditions in various parts
of the world, particularly weather conditions such as floods,
droughts and freezes, as well as diseases and pests, are primary
factors affecting market prices because of their influence on
the supply and quality of product.

Fresh produce is highly perishable and generally
must be brought to market and sold soon after harvest. Some
items, such as lettuce must be sold more quickly, while other
items can be held in cold storage for longer periods of time.
The selling price received for each type of produce depends on
all of these factors, including the availability and quality of
the produce item in the market, and the availability and quality
of competing types of produce.

In addition, general public perceptions regarding
the quality, safety or health risks associated with particular
food products could reduce demand and prices for some of our
products. To the extent that consumer preferences evolve away
from products that we produce for health or other reasons, and
we are unable to modify our products or to develop products that
satisfy new consumer preferences, there will be a decreased
demand for our products. However, even if market prices are
unfavorable, produce items which are ready to be, or have been
harvested must be brought to market promptly. A decrease in the
selling price received for our products due to the factors
described above could have a material adverse effect on our
business, results of operations and financial condition.

Our earnings are subject to seasonal
variability.

Our earnings may be affected by seasonal factors,
including:



| |   |                                                                         
| | - | ------------------------------------------------------------------------
| |  | 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.               

Although banana production tends to be relatively
stable throughout the year, banana pricing is seasonal because
bananas compete against other fresh fruit that generally comes
to market beginning in the summer. As a result, banana prices
are typically higher during the first half of the year. Also,
there is a seasonal aspect to our fresh-cut flower business,
with peak demand generally around Valentines Day and
Mothers Day.

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Currency exchange fluctuations may impact the
results of our operations.

We distribute our products in more than 90
countries throughout the world. Our international sales are
usually transacted in U.S. dollars, the Euro and Asian
currencies. Our results of operations are affected by
fluctuations in currency exchange rates in both sourcing and
selling locations. Although we enter into foreign currency
exchange forward contracts to reduce our risk related to
currency exchange fluctuation, our results of operations may
still be impacted by weak foreign currency exchange rates,
primarily the yen-to-U.S. dollar exchange rate. For instance, we
currently estimate that a 1% change in value of the yen-to-U.S.
dollar and the euro-to-U.S. dollar exchange rates would each
impact our EBIT by approximately $3 million and
$2 million, respectively, before giving effect to our
foreign currency hedges. Because we do not hedge against all of
our foreign currency exposure, our business will continue to be
susceptible to foreign currency fluctuations.

We face risks related to our former use of the
pesticide DBCP.

We formerly used dibromochloropropane, or DBCP, a
nematocide that was used on a variety of crops throughout the
world. The registration for DBCP with the U.S. government
was cancelled in 1979 based in part on an apparent link to male
sterility among factory workers. There are a number of pending
lawsuits in the United States and other countries against the
manufacturers of DBCP and the growers, including us, who used it
in the past. We are aware of approximately 800 DBCP
lawsuits although we have not been served in all of them. The
cost to defend or settle these lawsuits, and the costs to pay
any judgments or settlements resulting from these lawsuits, or
other lawsuits which might be brought, could have a material
adverse effect on our business, financial condition or results
of operations. See Business  Legal
Proceedings  DBCP Litigation.

We face other risks in connection with our
international operations.

Our operations are heavily dependent upon
products grown, purchased and sold internationally. In addition,
our operations are a significant factor in the economies of many
of the countries in which we operate, increasing our visibility
and susceptibility to regulatory changes. These activities are
subject to risks that are inherent in operating in foreign
countries, including the following:



| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | foreign countries could change 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 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.

The EU maintains banana regulations that impose
quotas and tariffs on bananas. In April 2001, the EU reached
agreements with the United States and Ecuador to implement a
tariff-only import system no later than January 1, 2006. In
the interim period beginning July 1, 2001, European
companies (including Dole subsidiaries) that operated and bought
bananas and sold them into the EU market during the years
1994-1996 are eligible for banana import licenses. The licenses
are renewed annually. Such renewal is automatic for the class of
companies (including Dole subsidiaries) that imported bananas
into the EU in the 1994-1996 reference period (the
traditional operators); the traditional operators
possess, in the aggregate, EU licenses to import more than 83%
of the total licensed import volume of bananas. The rest of the
annual import licenses are issued to a class of companies
(including other Dole subsidiaries) that do not qualify under
the 1994-1996 reference period test but that have imported
bananas during the two most recent years, in an

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amount exceeding $1.2 million in at least
one of those years (the non-traditional operators).
To renew its licenses, a non-traditional operator must establish
each year that it has used at least 50% of the licenses it
possessed in the prior year, which is not expected to be a
problem for Dole. By passing this 50% test, a non-traditional
operator is included in the pool of non-traditional operators
whose licenses will be renewed. The exact number of licenses
that will be issued in a given year to a non-traditional
operator in the pool will depend on how many other
non-traditional operators apply for renewal in that year.
Although our earnings have not been negatively impacted by the
new interim regime, our earnings could be affected based on
these or similar regulations implemented by the EU.


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

Terrorist attacks, such as the attacks that
occurred in New York and Washington, D.C. on September 11,
2001, the response by the United States on October 7, 2001,
and other acts of violence or war in the United States or abroad
may affect the markets in which we operate and our operations
and profitability. From time to time in the past, our operations
or personnel have been the targets of terrorist or criminal
attacks, and the risk of such attacks impacts our operations and
results in increased security costs. Further terrorist attacks
against the United States or operators of United States-owned
businesses outside the United States may occur, or hostilities
could develop based on the current international situation. The
potential near-term and long-term effect these attacks may have
on our business operations, our customers, the markets for our
products, the United States economy and the economies of other
places we source or sell our products is uncertain. We do not
maintain insurance for any such occurrences. The consequences of
any terrorist attacks, or any armed conflicts, are
unpredictable, and we may not be able to foresee events that
could have an adverse effect on our markets or our business.

Our worldwide operations and products are
highly regulated in the areas of food safety and protection of
human health and the environment.

Our worldwide operations are subject to a broad
range of foreign, federal, state and local environmental, health
and safety laws and regulations, including laws and regulations
governing the use and disposal of pesticides and other
chemicals. These regulations directly affect day-to-day
operations and violations of these laws and regulations can
result in substantial fines or penalties or lead to import
restrictions on particular products. There can be no assurance
that these fines or penalties would not have a material adverse
effect on our business, results of operations and financial
condition. To maintain compliance with all of the laws and
regulations that apply to our operations, we have been and may
be required in the future to modify our operations, purchase new
equipment or make capital improvements. Actions by regulators
may require operational modifications or capital improvements at
various locations. In addition, we have been and in the future
may become subject to private lawsuits alleging that our
operations caused personal injury or property damage.

We are subject to the risk of product
liability claims.

The sale of food products for human consumption
involves the risk of injury to consumers. Such injuries may
result from tampering by unauthorized third parties, product
contamination or spoilage, including the presence of foreign
objects, substances, chemicals, other agents, or residues
introduced during the growing, storage, handling or
transportation phases. We have from time to time been involved
in product liability lawsuits, none of which were material to
our business. While we are subject to governmental inspection
and regulations and believe our facilities comply in all
material respects with all applicable laws and regulations, we
cannot be sure that consumption of our products will not cause a
health-related illness in the future or that we will not be
subject to claims or lawsuits relating to such matters. Even if
a product liability claim is unsuccessful or is not fully
pursued, the negative publicity surrounding any assertion that
our products caused illness or injury could adversely affect our
reputation with existing and potential customers and our
corporate and brand image. Moreover, claims or liabilities of
this sort might not be covered by our insurance or by any rights
of indemnity or contribution that we may have against others. We
maintain product liability insurance

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in an amount which we believe to be adequate.
However, we cannot be sure that we will not incur claims or
liabilities for which we are not insured or that exceed the
amount of our insurance coverage.


We are subject to transportation
risks.

An extended interruption in our ability to ship
our products could have a material adverse effect on our
business, financial condition and results of operations.
Similarly, any extended disruption in the distribution of our
products could have a material adverse effect on our business,
financial condition and results of operations. While we believe
we are adequately insured and would attempt to transport our
products by alternative means if we were to experience an
interruption due to strike, natural disasters or otherwise, we
cannot be sure that we would be able to do so or be successful
in doing so in a timely and cost-effective manner.

Our business operations could be significantly
disrupted if we lost members of our management team.

We are dependent on the continued services of our
senior management team, including David H. Murdock, our
Chairman and Chief Executive Officer, and Lawrence M. Kern,
our President and Chief Operating Officer. Although we believe
we could replace key employees in an orderly fashion should the
need arise, the loss of any such key personnel could have a
material adverse effect on our business, results of operations
and financial condition. We do not maintain key-person insurance
for any of our officers, employees or directors.

The use of herbicides and other hazardous
substances in our operations may lead to environmental damage
and result in increased costs to us.

We use herbicides and other hazardous substances
in the operation of our business. We may have to pay for the
costs or damages associated with the improper application,
accidental release or the use or misuse of such substances. Our
insurance may not be adequate to cover such costs or damages or
may not continue to be available at a price or under terms that
are satisfactory to us. In such cases, payment of such costs or
damages could have a material adverse effect on our business,
results of operations and financial condition.

Events or rumors relating to the DOLE brand
could significantly impact our business.

Consumer and institutional recognition of the
DOLE trademarks and related brands and the association of these
brands with high quality and safe food products are an integral
part of our business. The occurrence of any events or rumors
that cause consumers and/or institutions to no longer associate
these brands with high quality and safe food products may
adversely affect the value of the DOLE brand name and demand for
our products. We have licensed the DOLE brand name to several
affiliated and unaffiliated companies for use in the United
States and abroad. Acts or omissions by these companies over
which we have no control may also have such adverse effects.

The loss of important intellectual property
rights could adversely affect our competitiveness.

Some of our trademarks such as the DOLE brand
name and other intellectual property rights are important to our
business. We rely upon a combination of copyright and trademark
laws as well as, where appropriate, contractual arrangements,
including licensing agreements to establish and protect our
intellectual property rights. We are required from time to time
to bring lawsuits against third parties to protect our
intellectual property rights. Similarly, we are, and from time
to time expect to be, party to proceedings where third parties
challenge our rights. We cannot be sure that any lawsuits or
other actions brought by us to enforce our rights will be
successful or that we will not be found to infringe the
intellectual property rights of third parties. The loss of
important intellectual property such as trademarks could have a
material adverse effect on our business, results of operations
and financial condition.

A portion of our workforce is unionized and
labor disruptions could decrease our profitability.

As of December 28, 2002, approximately 56%
of our employees worked under various collective bargaining
agreements. Some of our collective bargaining agreements will
expire in fiscal 2003, although each

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agreement is subject to automatic renewals unless
we or the union party to the agreement provides notice
otherwise. Our other collective bargaining agreements will
expire in later years. While we believe that our relations with
our employees are good, we cannot assure you that we will be
able to negotiate these or other collective bargaining
agreements on the same or more favorable terms as the current
agreements, or at all, and without production interruptions,
including labor stoppages. A prolonged labor dispute, which
could include a work stoppage, could have a material adverse
effect on the portion of our business affected by the dispute,
which could impact our business, results of operations and
financial condition.


We operate some of our business through joint
ventures in which our rights to control business decisions are
limited.

We currently operate important parts of our
business through joint ventures with other companies, and in the
future may enter into additional joint ventures. Our forecasts
and plans for these joint ventures assume that joint venture
partners will fulfill their obligations to contribute capital,
purchase products, and, in some cases, provide managerial
talent. If any of our joint venture partners does not observe
their commitments, it is possible that the affected joint
venture would not be able to operate in accordance with its
business plans or that we would have to increase the level of
our investment to give effect to these plans. Furthermore, the
approval requirements imposed by certain joint venture
agreements may limit our flexibility and ability to implement
strategies and tactics that we believe are in our and the joint
ventures best interest. In the event that a joint venture
is unsuccessful, we may be required to unwind those of our joint
venture operations, which could be costly and materially
adversely affect our business, results of operations and
financial condition.

In addition, because we operate some of our
business through joint ventures, our ability to pay interest on
and principal of our debt, depends, in part, upon the earnings
and cash flow of those joint ventures and the distribution of
that cash to us. Distributions from our joint ventures are
subject to the discretion of their respective management
committees. We cannot assure you that our joint ventures will
continue to make distributions to us at current levels or at all.

Joint venture investments may involve risks not
otherwise present for investments made solely by us, including
the possibility that our joint venture partner might become
bankrupt, that our joint venture partner might at any time have
different interests or goals than we do, and that our joint
venture partner may take action contrary to our instructions,
requests, policies or objectives. Other risks of joint venture
investments include impasse on decisions, such as sale, because
neither we nor or our joint venture partner would have full
control over the joint venture.

Our substantial indebtedness could adversely
affect our operations, including our ability to perform our
obligations under the notes.

We have, and, assuming the financing in
connection with the going-private transaction is consummated, we
will continue to have, substantial amount of indebtedness. As of
December 28, 2002, after giving pro forma effect to these
financing transactions as if they had occurred on
December 28, 2002, we would have had approximately
$944.3 million in senior secured indebtedness and
$1,030 million in senior unsecured indebtedness.

Our substantial indebtedness could have important
consequences to you. For example, it could:



| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | make it more difficult for us to satisfy our
    obligations;                                                                                                                                                                                                                               
|
| |  | require us to dedicate a substantial portion of
    our cash flow from operations to payments on our indebtedness,
    which would reduce the availability of our cash flow to fund
    future working capital, capital expenditures, acquisitions and
    other general corporate purposes;
|
| |  | expose us to the risk of increased interest
    rates, as certain of our borrowings will be at variable rates of
    interest;                                                                                                                                                              
|
| |  | require us to sell assets to reduce indebtedness
    or influence our decisions about whether to do so;                                                                                                                                                                                     
|
| |  | increase our vulnerability to general adverse
    economic and industry conditions;                                                                                                                                                                                                         

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| |   |                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | limit our flexibility in planning for, or
    reacting to, changes in our business and the industry in which
    we operate;                                                                                                                                                                                                                                                       
|
| |  | restrict us from making strategic acquisitions or
    pursuing business opportunities;                                                                                                                                                                                                                                                                                             
|
| |  | place us at a competitive disadvantage compared
    to our competitors that have relatively less indebtedness; and                                                                                                                                                                                                                                                                 
|
| |  | limit, along with the financial and other
    restrictive covenants in our indebtedness, among other things,
    our ability to borrow additional funds. Failing to comply with
    those covenants could result in an event of default which, if
    not cured or waived, could have a material adverse effect on our
    business, financial condition and results of operations.

The financing arrangements for the merger may
increase our exposure to tax liability.

A portion of the new senior secured credit
facility will be incurred by our foreign subsidiaries and will
be used to fund the merger and related transactions. Although we
believe, based in part upon the advice of our tax advisors, that
our intended tax treatment of such transactions is appropriate,
it is possible that the Internal Revenue Service could seek to
characterize the transactions in a manner that could result in
the immediate recognition of taxable income by us. Any such
immediate recognition of taxable income would result in a
material tax liability which could have a material adverse
effect on our business, results of operations and financial
condition.

Restrictive covenants in our debt instruments
will restrict or prohibit our ability to engage in or enter into
a variety of transactions, which could adversely affect
us.

The indenture governing the new notes and our new
senior secured credit facility to be entered into with respect
to the going-private transaction will contain, and the
amendments to the indenture which governs our other senior notes
and debentures will be amended to contain, various restrictive
covenants that will limit our discretion in operating our
business. In particular, these agreements will limit our ability
to, among other things:



| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | incur additional indebtedness;                                                                            
|
| |  | make restricted payments (including paying
    dividends on, redeeming or repurchasing our capital stock);
|
| |  | issue preferred stock of subsidiaries;                                                                    
|
| |  | make certain investments or acquisitions;                                                                 
|
| |  | create liens on our assets to secure debt;                                                                
|
| |  | engage in transactions with affiliates;                                                                   
|
| |  | merge, consolidate or transfer substantially all
    of our assets; and                                   
|
| |  | transfer and sell assets.                                                                                 

In addition, our new senior secured credit
facility will require us to maintain certain financial ratios
and limit our ability to make capital expenditures. These
covenants and ratios could have an adverse effect on our
business by limiting our ability to take advantage of financing,
merger and acquisition or other corporate opportunities and to
fund our operations. Breach of a covenant in our debt
instruments could cause acceleration of a significant portion of
our outstanding indebtedness. Any future debt could also contain
financial and other covenants more restrictive than those
imposed under the indenture governing the new notes, the amended
indenture governing our other senior notes and debentures and
our new senior secured credit facility.

A breach of a covenant or other provision in any
debt instrument governing our current or future indebtedness
could result in a default under that instrument and, due to
cross-default and cross-acceleration

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provisions, could result in a default under our
other debt instruments. Upon the occurrence of an event of
default under the senior secured credit facility or any other
debt instrument, the lenders could elect to declare all amounts
outstanding to be immediately due and payable and terminate all
commitments to extend further credit. If we were unable to repay
those amounts, the lenders could proceed against the collateral
granted to them, if any, to secure the indebtedness. If the
lenders under our current or future indebtedness accelerate the
payment of the indebtedness, we cannot assure you that our
assets or cash flow would be sufficient to repay in full our
outstanding indebtedness.


We may be unable to generate sufficient cash
flow to service our debt.

To service our debt, we will require a
significant amount of cash. Our ability to generate cash, make
scheduled payments or to refinance our obligations depends on
our successful financial and operating performance. Our
financial and operating performance, cash flow and capital
resources depend upon prevailing economic conditions and certain
financial, business and other factors, many of which are beyond
our control. These factors include among others:



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | economic and competitive conditions;                                                             
|
| |  | operating difficulties, increased operating costs
    or pricing pressures we may experience; and
|
| |  | delays in implementing any strategic projects.                                                   

If our cash flow and capital resources are
insufficient to fund our debt service obligations, we may be
forced to reduce or delay capital expenditures, sell material
assets or operations, obtain additional capital or restructure
our debt.

Our former use of Arthur Andersen LLP as our
independent public accountants will limit your ability to seek
recovery from them related to their work and may pose a risk to
us.

In June 2002, Arthur Andersen LLP was convicted
of federal obstruction of justice charges in connection with its
destruction of documents related to Enron Corp. As a result of
Arthur Andersens conviction, Arthur Andersen is no longer
in a position to reissue their audit reports or to provide
consents to include financial statements reported on by them in
this Form 10-K.

The reports covering our financial statements for
the 2000 and 2001 fiscal years were previously issued by Arthur
Andersen and have not been reissued by them. Because Arthur
Andersen has not reissued their reports and because we are
unable to obtain a consent from Arthur Andersen, you will be
unable to sue for material misstatements or omissions, if any,
in this Form 10-K, including the financial statements
covered by their previously issued reports. We believe that it
is unlikely that you would be able to recover damages from
Arthur Andersen for any such claim against them.

The SEC has provided temporary relief designed to
allow companies that file reports with the SEC to dispense with
the requirement to file a consent of Arthur Andersen in certain
circumstances. There is no assurance that we will be able to
continue to rely on the temporary relief granted by the SEC, and
the unavailability of such relief could delay or impede our
access to the capital markets.

DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS

(Cautionary Statements Under the Private
Securities Litigation Reform Act of 1995)


Some of the information included in this
Form 10-K and other materials filed or to be filed by us
with the Commission (as well as information included in oral
statements or other written statements made or to be made by us
or our representatives) contains or may contain forward-looking
statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act). These
statements can be identified by the fact that they do not relate
strictly to historical or current facts and may include the
words may, could, should,
would, believe, expect,
anticipate, estimate,
intend, plan or other words or
expressions of similar meaning. We have based these
forward-looking statements on our current expectations about
future events. The forward-looking statements

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include statements that reflect managements
beliefs, plans, objectives, goals, expectations, anticipations
and intentions with respect to our financial condition, results
of operations, future performance and business, including
statements relating to our business strategy and our current and
future development plans.


The potential risks and uncertainties that could
cause our actual financial condition, results of operations and
future performance to differ materially from those expressed or
implied in this Form 10-K include:



| |   |                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | changes in common law, quotas, tariffs, export
    and import laws;                                                                                                  
|
| |  | weather conditions that adversely affect the
    production, transportation, storage, import and export of fresh
    produce, packaged foods or fresh-cut flowers;   
|
| |  | market responses to industry volume pressures;                                                                                                                       
|
| |  | DBCP litigation;                                                                                                                                                     
|
| |  | product and raw materials supplies and pricing;                                                                                                                      
|
| |  | electric power supply and pricing;                                                                                                                                   
|
| |  | changes in interest and currency exchange rates;                                                                                                                     
|
| |  | economic crises and security risks in developing
    countries;                                                                                                      
|
| |  | international conflict;                                                                                                                                              
|
| |  | acts of terrorism;                                                                                                                                                   
|
| |  | labor disruptions, strikes or work stoppages;                                                                                                                        
|
| |  | loss of important intellectual property rights;                                                                                                                      
|
| |  | costs and charges related to the proposed merger;
    and                                                                                                            
|
| |  | other factors disclosed in this Annual Report on
    Form 10-K, and in other reports filed by Dole from time to
    time with the Securities and Exchange Commission.

We urge you to review carefully this
Form 10-K, particularly the section Risk
Factors, for a more complete discussion of the risks to
our business.

From time to time, oral or written
forward-looking statements are also included in our reports on
Forms 10-K, 10-Q and 8-K, Schedule 14A, press releases
and other materials released to the public. Although we believe
that at the time made, the expectations reflected in all of
these forward-looking statements are and will be reasonable, any
or all of the forward-looking statements in this Form 10-K,
our reports on Forms 10-K, 10-Q and 8-K, Schedule 14A and
any other public statements that are made by us may prove to be
incorrect. This may occur as a result of inaccurate assumptions
or as a consequence of known or unknown risks and uncertainties.
Many factors discussed in this Form 10-K, certain of which
are beyond our control, will be important in determining our
future performance. Consequently, actual results may differ
materially from those that might be anticipated from
forward-looking statements. In light of these and other
uncertainties, you should not regard the inclusion of a
forward-looking statement in this Form 10-K or other public
communications that we might make as a representation by us that
our plans and objectives will be achieved, and you should not
place undue reliance on such forward-looking statements.






|        |           
|------- | ----------
|Item 2. | Properties

Our executive office facility, in Westlake
Village, California is leased from a third party. We also
maintain divisional offices in Salinas, California and Miami,
Florida, which are owned by us. We own our Latin American
regional headquarters building in San Jose, Costa Rica, as well
as offices in Bogota/ Santa Marta, Colombia and La Ceiba,
Honduras. We also maintain offices in Chile, Costa Rica and
Ecuador, which are leased from third parties. We maintain our
European headquarters in Paris, France and regional offices in
Antwerp, Belgium, Athens, Greece, Hamburg, Germany, Milan, Italy
and Stockholm, Sweden, which are leased from third parties. We
own our offices in Madrid, Spain and Rungis, France. We maintain
offices in

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Japan, the Peoples Republic of China, the
Philippines, Thailand, Hong Kong and Korea, which are leased
from third parties. The inability to renew any of the above
office leases by us would not have a material adverse effect on
our operating results. We believe that our property and
equipment are generally well maintained, in good operating
condition and adequate for our present needs.


The following is a description of our significant
properties:



| |              
| | -------------
| | North America

Our Hawaii pineapple operations for the fresh
produce market are located on the island of Oahu and total
approximately 3,100 acres which we own.

We own approximately 1,400 acres of farmland
in California and Arizona, and lease approximately
12,000 acres of farmland in California and another
4,000 acres in Arizona in connection with our vegetable
operations. The majority of this acreage is farmed under joint
growing arrangements with independent growers, while the
remainder is farmed by us. We own cooling, packing and shipping
facilities in Yuma, Arizona and the following California cities:
Marina, Gonzales and Huron. Additionally, we have partnership
interests in facilities in Yuma, Arizona and Salinas,
California, and leases in facilities in Oxnard, California. We
own and operate state-of-the-art, ready-to-eat salad and
vegetable plants in Yuma, Arizona, Soledad, California and
Springfield, Ohio.

We produce almonds from approximately
300 acres, pistachios from approximately 2,000 acres
and olives from approximately 900 acres on orchards in the
San Joaquin Valley through agricultural partnerships in which we
have an interest. We produce stone fruit on approximately 60
acres of owned property in the San Joaquin Valley.

We hold for sale a packinghouse in Chelan,
Washington and a cold storage facility in Pateros, Washington.

Our Florida based fresh-cut flowers distribution
operates from a new 328,000 square foot building completed in
2001, which we own. Approximately 200,000 square feet of this
facility is refrigerated. Our fresh-cut flowers group also
operates another cooling and distribution facility in the Miami
area, which we own. We also operate leased facilities in Dallas,
Texas and Los Angeles, California.



| |              
| | -------------
| | Latin America

We produce bananas directly from owned
plantations in Costa Rica, Colombia, Ecuador and Honduras as
well as through associated producers or independent growing
arrangements in those countries and others, including Guatemala.
We own approximately 2,200 acres in Colombia,
28,140 acres in Costa Rica, 4,000 acres in Ecuador and
27,600 acres in Honduras, all related to banana production,
although some of the acreage is not presently under production.
We own a 50% interest in a Guatemala banana producer which owns
or controls approximately 9,600 acres in that country. Our
Honduran plantations sustained damage in varying degrees of
severity as a result of Hurricane Mitch in 1998 and have
required significant rehabilitation, which is substantially
complete.

We own approximately 5,000 acres of land in
Honduras, 3,000 acres of land in Costa Rica and
1,700 acres of land in Ecuador, all related to pineapple
production, although some of the acreage is not presently under
production. Pineapple is grown primarily for the fresh produce
market. We own a juice concentrate plant in Honduras for
pineapple and citrus. Coconuts are produced on approximately
500 acres of owned land in Honduras.

We grow grapes, stone fruit, kiwi and pears on
approximately 4,075 acres owned by us in Chile. We own and
operate 11 packing and cold storage facilities, a corrugated box
plant and a wooden box plant in Chile. We also operate a
fresh-cut salad plant and a small local fruit distribution
company in Chile.

We also own and operate corrugated box plants in
Colombia, Costa Rica, Ecuador and Honduras and a value-added
vegetable plant in Costa Rica.

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Our operations in Honduras include a majority
interest in an edible oils refinery, a laundry soap factory, a
palm oil extraction operation and approximately 3,800 acres of
palm oil plantation. These assets sustained damage in varying
degrees of severity due to Hurricane Mitch but have now been
successfully rehabilitated.

We formally accepted a new Ecuadorian port
(Bananapuerto) on September 6, 2002. We indirectly own 35%
of Bananapuerto and operate the port pursuant to a port services
agreement, the term of which is up to 30 years.

Dole Latin America operates a fleet of six
refrigerated container ships, of which four are owned and two
are long-term chartered. In addition, Dole Latin America
operates a fleet of fifteen breakbulk refrigerated ships, of
which nine are owned and six are long-term chartered. We also
cover part of our requirements under contracts with existing
liner services and occasionally charter vessels for short
periods on a time or voyage basis as and when required. We own
or lease approximately 10,800 refrigerated containers, 2,500 dry
containers, 4,600 chassis and 3,300 generator sets. Dole renewed
the provisions of some of its container leases in the third
quarter of 2002. As a result of these renewals, Dole increased
its assets under capital lease by $15 million to
$40 million at December 28, 2002. The related capital
lease obligation was $38 million at December 28, 2002.

We produce flowers on approximately 1,600 acres
in Colombia and Ecuador. We own and operate packing and cooling
facilities at each of our flower farms and lease a facility in
Bogota, Colombia for making bouquets.



| |     
| | ----
| | Asia

We operate a pineapple plantation of
approximately 31,400 leased acres in the Philippines.
Approximately 20,600 acres of the plantation are leased to us by
a cooperative of our employees that acquired the land pursuant
to agrarian reform law. The remaining 10,800 acres are leased
from individual land owners. A cannery, freezer, juice
concentrate plant, a box forming plant and a can manufacturing
plant, each owned by us, are located at or near the pineapple
plantation.

We own and operate a multi-fruit cannery, can
manufacturing plant and juice concentrate plant located in
central Thailand and a second multi-fruit cannery in southern
Thailand. Through a subsidiary in Thailand controlled by us, we
grow pineapple on approximately 3,900 acres of leased land and
purchase additional supplies of pineapple in Thailand on the
open market.

We operate 15 fresh-cut fruit and vegetable
distribution facilities in Japan through joint ventures with
local distributors. Three of the distribution centers are
located in Tokyo. Through independent growing arrangements, we
source products from over 1,200 Japanese farmers. We own a
produce processing and distribution center in Shanghai, China
and own a vegetable processing facility in Qingdao, China that
produces value-added vegetable products for the Chinese and
Japanese markets.

We produce bananas and asparagus from leased
lands in the Philippines and also source bananas through
associated producers or independent growing arrangements in the
Philippines. A plastic extruding plant and two box forming
plants, all owned by us, are located near the banana
plantations. We operate one banana ripening facility in South
Korea through a joint venture with local wholesalers. We also
operate banana ripening and distribution centers in Hong Kong
and the Philippines.



| |       
| | ------
| | Europe

We operate eight banana ripening, produce and
flower distribution centers in Sweden, nine in France, five in
Spain, four in Italy, one in Belgium and three in Germany; with
the exception of two owned facilities in Sweden, six owned
facilities in France, three owned facilities in Spain, three
owned facilities in Germany and one owned facility in Italy,
these facilities are leased. We own and operate one distribution
center in the Netherlands, which specializes in the distribution
of exotic fruits throughout Europe. We have a minority interest
in a French company that owns a majority interest in banana and
pineapple plantations in Cameroon and the Ivory Coast. We own a
minority interest in a banana ripening and fruit distribution
company with four facilities in the United Kingdom. We are the
majority owner in a company operating a port terminal and

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distribution facility in Livorno, Italy. We own a
banana ripening and fruit distribution facility near Istanbul,
Turkey.


We have a majority interest in Saba Trading AB,
which owns and operates a state-of-the-art, ready-to-eat salad
and vegetable plant in Helsingborg, Sweden.






|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings

We are involved from time to time in claims and
legal actions incidental to our operations, both as plaintiff
and defendant. In the opinion of management, after consultation
with outside counsel, the claims or actions to which we are a
party are not expected to have a material adverse effect,
individually or in the aggregate, on our financial condition or
results of operation.

We have established what management currently
believes to be adequate reserves for pending legal matters. We
establish legal reserves as part of our ongoing assessment of
claims and legal actions on a worldwide basis. These ongoing
assessments take into consideration such items as changes in the
pending case load (including resolved and new matters), opinions
of legal counsel, individual developments in court proceedings,
changes in the law, changes in business focus, changes in the
litigation environment, changes in opponent strategy and
tactics, and new developments as a result of ongoing discovery.
A significant part of our legal reserves concerns certain
lawsuits pending in the United States and in several foreign
countries, alleging injury as a result of exposure to the
agricultural chemical DBCP (1,2-dibromo-3-chloropropane).



| |                
| | ---------------
| | DBCP Litigation

DBCP is a nematocide that used to be used on a
variety of crops throughout the world. DBCP was manufactured by
several chemical companies including Dow and Shell and was
registered by the US government for use on food crops. We
purchased most of the DBCP we used from Dow and Shell. We and
other growers applied DBCP on banana farms in Latin America and
the Philippines and on pineapple farms in Hawaii.

The US cancelled its registration for DBCP use in
the United States in 1979, and we subsequently ceased all
purchases of DBCP worldwide. The EPAs cancellation was
based in part on the apparent link between male sterility and
exposure to DBCP among factory workers producing the product, as
well as early product testing done by the manufacturers showing
testicular effects on animals exposed to DBCP. To date there is
no reliable evidence demonstrating that field application of
DBCP led to sterility among farm workers, although that claim is
made in pending lawsuits. Nor is there any reliable scientific
evidence that DBCP causes any other injuries in humans, although
some plaintiffs in the various actions described below assert
claims of cancer, birth defects and other general illnesses
related to the chemical.



| |                
| | ---------------
| | Pending actions

We are aware of 808 lawsuits, in various stages
of proceedings, alleging injury as a result of exposure to DBCP.
Nine of these lawsuits are currently pending in various
jurisdictions in the United States, with the remainder pending
in Latin America and the Philippines. Claimed damages total
$15.8 billion, with the lawsuits in Nicaragua representing
73% of this amount. In almost all of these cases, we are a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. To date, none of these lawsuits has
resulted in a verdict or judgment against us. However, as
described below, a judgment has been rendered in a DBCP case in
Nicaragua.

In Nicaragua, we have been served in 31 of 300
pending cases, with the majority of the lawsuits brought
pursuant to Law 364, an October 2000 Nicaraguan statute that
contains substantive and procedural provisions that
Nicaraguas acting Attorney General formally opined are
unconstitutional. Nine of the 31 cases served were consolidated
into one case before a civil trial court in Managua, with the
plaintiffs naming an entity denominated as Dole Food
Corporation Inc. as a defendant. We are aware of no legal
entity bearing that name, and we are certain that no such legal
entity is related to us. As a result, we responded in these nine
consolidated cases on behalf of Dole Fresh Fruit Company, one of
our subsidiaries, which has been named as a

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defendant in other pending DBCP matters,
including matters brought by Nicaraguan citizens. We paid a
$100,000 non-refundable deposit to the Nicaraguan court, as
required under Law 364, to participate in the litigation. On
October 25, 2002, the civil trial court in Managua issued a
ruling that Dole Fresh Fruit Company was not a party to the nine
consolidated cases. Thereafter, counsel for Dole Fresh Fruit
Company notified the court that no legal entity known as
Dole Food Corporation Inc. exists and offered to
appear on behalf of us (Dole Food Company, Inc.) and to ratify
all prior pleadings of Dole Fresh Fruit Company. On
November 25, 2002, the civil trial court issued a ruling
that we are not a defendant in the nine consolidated cases.


On December 13, 2002, the Nicaraguan civil
trial court entered a judgment in the aggregate amount of
$489 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical
Company, Standard Fruit and Vegetable Company and Dole
Food Corporation Inc. in the nine consolidated actions.
Because the civil trial court had held that we are not a
defendant in the case, the court also ordered that our $100,000
deposit be returned. Standard Fruit and Vegetable Company is a
Texas corporation that is wholly unrelated to us.

We believe that the Nicaraguan civil trial
courts judgment will not be enforceable against any Dole
entity in the U.S. or in any other country, because no Dole
entity has been named in the judgment and Nicaraguas Law
364 is unconstitutional and violates international due process.
Among other things, Law 364 is an improper special
law directed at particular parties, it requires defendants
to pay large, non-refundable deposits in order to participate in
the litigation, it provides a severely truncated procedural
process, it establishes irrebutable presumptions of causation
that are contrary to the evidence and scientific data, and it
sets unreasonable minimum damages that must be awarded. In
addition, although we sought to participate in the case, the
Nicaraguan civil trial court ruled that we would not be heard
and that our legal motions and papers would not be considered.
Finally, as previously noted, the civil trial court ruled that
neither we nor Dole Fresh Fruit Company is a defendant in the
case. For these reasons, we do not believe a U.S. court or
that of any other nation would enforce this judgment.

As to all the DBCP matters, we have denied
liability and asserted substantial defenses. Although no
assurance can be given concerning the outcome of these cases, in
the opinion of our management, after consultation with legal
counsel and based on past experience defending and settling DBCP
claims, the pending lawsuits are not expected to have a material
adverse effect on our financial condition or results of
operations.






|        |                                                        
|------- | -------------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
    Holders

There were no matters submitted to a vote of
security holders during the fiscal quarter ended
December 28, 2002.




PART II






|        |                                                                          
|------- | -------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity
    and Related Stockholder Matters

Doles common stock is traded on the New
York Stock Exchange and the Pacific Exchange. As of
March 17, 2003, there were approximately 8,810 holders of
record of Doles common stock.

26



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##### Table of Contents



PRICE RANGE OF DOLES COMMON
STOCK

Dole common stock is traded on the New York Stock
Exchange under the symbol DOL. The following table
shows the high and low reported closing price per share of Dole
common stock on the New York Stock Exchange for each quarterly
period in 2002 and 2001.

|               |  |      |       |     |  |   |       | 
|-------------- |  | ---- | ----- | --- |  | - | ----- | 
|               |  | High |       | Low
|               |  |      |       |    
|2002           |  |      |       |     |  |   |       | 
|First Quarter  |  | $    | 31.20 |     |  | $ | 25.50 | 
|Second Quarter |  |      | 33.85 |     |  |   | 30.57 | 
|Third Quarter  |  |      | 32.86 |     |  |   | 24.30 | 
|Fourth Quarter |  |      | 32.73 |     |  |   | 27.28 | 
|2001           |  |      |       |     |  |   |       | 
|First Quarter  |  | $    | 18.56 |     |  | $ | 14.94 | 
|Second Quarter |  |      | 16.83 |     |  |   | 14.72 | 
|Third Quarter  |  |      | 24.32 |     |  |   | 16.40 | 
|Fourth Quarter |  |      | 27.30 |     |  |   | 19.33 | 

On September 20, 2002, the last full trading
day prior to the public announcement of Mr. Murdocks
proposal, the last reported sales price of Dole common stock on
the New York Stock Exchange was $24.49 per share. On December
18, 2002, the last full trading day prior to the public
announcement that the merger agreement had been signed, such
price was $28.45 per share.

Dole paid a regular quarterly dividend of $0.10
per share of its common stock from 1991 until December 2001.
Dole increased its quarterly dividend rate to $0.15 for the
quarter ending in March 2002 and subsequent quarters.

Additional information required by Item 5 is
contained in Note 13 on page 74 of this Form 10-K.

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Item
6.     Selected Financial
Data

Results of Operations and Selected Financial
Data

|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |       | 
|------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------- | ------------------------------------ | ----- | ----- | - | ---- | ----- | ----- | - | ---- | ----- | ----- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                                                                                                                               |                                                           | 2002                                 |       | 2001  |   | 2000 |       | 1999  |   | 1998
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |     
|                                                                                                                               |                                                           |                                     
|                                                                                                                               |                                                           | (In millions, except per share data)
|Revenues, net                                                                                                                  |                                                           | $                                    | 4,392 |       |   | $    | 4,314 |       |   | $    | 4,400 |       |  | $ | 4,448 |       |  | $ | 3,878 |      
|Cost of products sold                                                                                                          |                                                           |                                      | 3,688 |       |   |      | 3,881 |       |   |      | 3,924 |       |  |   | 3,993 |       |  |   | 3,380 |      
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|                                                                                                                               | Gross margin                                              |                                      |       | 704   |   |      |       | 433   |   |      |       | 476   |  |   |       | 455   |  |   |       | 498   | 
|Selling, marketing and general and administrative
    expenses                                                                 |                                                           |                                      | 421   |       |   |      | 383   |       |   |      | 397   |       |  |   | 385   |       |  |   | 337   |      
|Gains on sale of citrus assets                                                                                                 |                                                           |                                      |      |       |   |      |      |       |   |      | (9    | )     |  |   |      |       |  |   |      |      
|Hurricane Mitch (insurance proceeds)
    charge   net                                                                         |                                                           |                                      |      |       |   |      |      |       |   |      | (43   | )     |  |   | (20   | )     |  |   | 78    |      
|Citrus charge                                                                                                                  |                                                           |                                      |      |       |   |      |      |       |   |      |      |       |  |   |      |       |  |   | 20    |      
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|                                                                                                                               | Operating income                                          |                                      |       | 283   |   |      |       | 50    |   |      |       | 131   |  |   |       | 90    |  |   |       | 63    | 
|Interest expense  net                                                                                                         |                                                           |                                      | 69    |       |   |      | 65    |       |   |      | 76    |       |  |   | 76    |       |  |   | 56    |      
|Other (expense) income  net                                                                                                   |                                                           |                                      | (4    | )     |   |      | 7     |       |   |      | 1     |       |  |   | 6     |       |  |   | (4    | )    
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|Income (loss) from continuing operations
    before income taxes and cumulative effect of a change in
    accounting principle |                                                           |                                      | 210   |       |   |      | (8    | )     |   |      | 56    |       |  |   | 20    |       |  |   | 3     |      
|Income taxes                                                                                                                   |                                                           |                                      | 54    |       |   |      | 29    |       |   |      | 20    |       |  |   | 3     |       |  |   | 2     |      
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|Income (loss) from continuing operations,
    net of income taxes                                                              |                                                           |                                      | 156   |       |   |      | (37   | )     |   |      | 36    |       |  |   | 17    |       |  |   | 1     |      
|Income from discontinued operations, net of
    income taxes                                                                   |                                                           |                                      |      |       |   |      | 19    |       |   |      | 32    |       |  |   | 32    |       |  |   | 11    |      
|Gain on disposal of discontinued operations, net
    of income taxes                                                           |                                                           |                                      |      |       |   |      | 168   |       |   |      |      |       |  |   |      |       |  |   |      |      
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|Income before cumulative effect of a change in
    accounting principle                                                        |                                                           |                                      | 156   |       |   |      | 150   |       |   |      | 68    |       |  |   | 49    |       |  |   | 12    |      
|Cumulative effect of a change in accounting
    principle                                                                      |                                                           |                                      | 120   |       |   |      |      |       |   |      |      |       |  |   |      |       |  |   |      |      
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|Net income                                                                                                                     |                                                           | $                                    | 36    |       |   | $    | 150   |       |   | $    | 68    |       |  | $ | 49    |       |  | $ | 12    |      
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|Diluted net income (loss) per common share                                                                                     |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|                                                                                                                               | Continuing operations                                     |                                      | $     | 2.76  |   |      | $     | (0.66 | ) |      | $     | 0.65  |  |   | $     | 0.29  |  |   | $     | 0.02  | 
|                                                                                                                               | Discontinued operations                                   |                                      |       |      |   |      |       | 3.33  |   |      |       | 0.56  |  |   |       | 0.56  |  |   |       | 0.18  | 
|                                                                                                                               | Cumulative effect of a change in accounting
    principle |                                      |       | (2.12 | ) |      |       |      |   |      |       |      |  |   |       |      |  |   |       |      | 
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|Net income                                                                                                                     |                                                           | $                                    | 0.64  |       |   | $    | 2.67  |       |   | $    | 1.21  |       |  | $ | 0.85  |       |  | $ | 0.20  |      
|                                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|Other Statistics                                                                                                               |                                                           |                                      |       |       |   |      |       |       |   |      |       |       |  |   |       |       |  |   |       |      
|                                                                                                                               | Working capital                                           |                                      | $     | 689   |   |      | $     | 557   |   |      | $     | 356   |  |   | $     | 381   |  |   | $     | 366   | 
|                                                                                                                               | Total assets                                              |                                      |       | 3,037 |   |      |       | 2,768 |   |      |       | 2,801 |  |   |       | 2,994 |  |   |       | 2,864 | 
|                                                                                                                               | Long-term debt                                            |                                      |       | 882   |   |      |       | 816   |   |      |       | 1,135 |  |   |       | 1,285 |  |   |       | 1,116 | 
|                                                                                                                               | Total debt                                                |                                      |       | 1,125 |   |      |       | 843   |   |      |       | 1,180 |  |   |       | 1,323 |  |   |       | 1,152 | 
|                                                                                                                               | Total shareholders equity                                |                                      |       | 745   |   |      |       | 736   |   |      |       | 555   |  |   |       | 532   |  |   |       | 622   | 
|                                                                                                                               | Annual cash dividends per common share                    |                                      |       | 0.60  |   |      |       | 0.40  |   |      |       | 0.40  |  |   |       | 0.40  |  |   |       | 0.40  | 
|                                                                                                                               | Capital additions                                         |                                      |       | 234   |   |      |       | 120   |   |      |       | 111   |  |   |       | 137   |  |   |       | 118   | 
|                                                                                                                               | Depreciation and amortization                             |                                      |       | 108   |   |      |       | 118   |   |      |       | 125   |  |   |       | 124   |  |   |       | 116   | 




Note: Revenues have been restated to reflect the
adoption of EITF 01-9 in 2002. The adoption resulted in a
reduction of previously reported revenues and selling, marketing
and general and administrative expenses by $134 million,
$102 million, $94 million and $61 million in
2001, 2000, 1999 and 1998, respectively. Loss from continuing
operations for 2001 includes pre-tax charges of
$133 million and a pre-tax non-operating gain of
$8 million related to the sale of available-for-sale
securities. Income from continuing operations for 2000 includes
a pre-tax charge of $46 million, net insurance proceeds of
$43 million and a pre-tax gain of $9 million related
to asset sales. Income from continuing operations for 1999
includes a pre-tax charge of $48 million and net insurance
proceeds of $20 million. Income from continuing operations
for 1998 includes pre-tax charges of $98 million. In 2001,
Dole divested its Honduran Beverage operations. Operating
results of this business have been accounted for as a
discontinued operation. Income from discontinued operations in
2001 includes a net gain of $169 million on the disposition
of this business. Income from discontinued operations in 1999
and 1998 include net insurance proceeds of $8 million and a
pre-tax charge of $22 million, respectively.


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Item
7.     Managements Discussion
and Analysis of Financial Condition and Results of
Operations

Overview

2002 marked a positive year for Dole Food
Company, Inc. and its consolidated subsidiaries (the
Company). Revenues in 2002 increased 2% over the
prior year to $4.4 billion. Earnings before interest
expense and income taxes (EBIT) from continuing
operations increased to $291 million in 2002 from
$63 million in 2001. Net income in 2002 was
$36 million, or $0.64 per share, which includes a non-cash
after tax charge of $120 million, or $2.12 per share,
arising from the impairment of goodwill upon the adoption of a
new accounting standard.

In 2002, the Companys results of operations
were principally driven by higher volumes and favorable pricing
in some of the Companys core commodity and value-added
businesses and by benefits realized from cost-cutting and profit
improvement programs. During 2002, the Companys banana
business benefited from higher local pricing in Asia. The
Company also experienced improved banana pricing in Europe,
mainly due to a more favorable euro-to-dollar exchange rate
compared to prior year. The Company also expanded activity in
the European ripening and distribution business, with the
further development of some of the Companys distribution
facilities. In addition, margins improved from the downsizing of
its banana operations and its ongoing cost cutting efforts.

The Company also continued to grow market share
in its key value-added products. The Company increased its
leadership position in the packaged salads category of the fresh
vegetables business and benefited from the continued success of
its FRUIT BOWLS® and FRUIT-N-GEL BOWLSTM
products. The fresh pineapple business benefited from higher
volumes of DOLE PREMIUM SELECT® pineapples in the
Companys North American and European markets. The Company
also experienced better performance in the Companys
fresh-cut flowers segment as a result of lower operating costs.
In addition to these achievements, the Company completed the
divestitures of two non-core businesses, Pascual
Hermanos, S.A. (Pascual Hermanos) and
Saman S.A. (Saman), during the year.

In 2001, the Company began an extensive cost
savings initiative and engaged the Boston Consulting Group to
assist in performing strategic and operational reviews of its
banana and fresh-cut flowers businesses and in executing
programs to enhance profitability and achieve consolidated
savings from global strategic sourcing and logistics. The
business reconfiguration programs resulted in the recognition of
$133 million of expense that was recorded as a component of
cost of products sold in the 2001 Consolidated Statement of
Income. Of the $133 million of expenses, $28 million
was recognized in the second quarter of 2001 for the shutdown
and related asset sales of the Companys California
deciduous and Pacific Northwest apples operations, which
included packinghouses, ranches and orchards in California and
Washington. The remaining $105 million was recognized in
the third quarter of 2001 and included costs associated with the
planned divestiture of the Companys Pascual Hermanos
vegetables subsidiary in Spain and the Saman dried fruit and nut
subsidiary in France, as well as the downsizing of banana and
flower operations in Latin America and banana production in the
Philippines. The assets impacted by these reconfiguration
programs were to be disposed of either by sale or closure. In
connection with these reconfiguration programs, 2,906 management
and production employees in the Companys operations were
initially identified for termination. The majority of the
employees identified for termination worked in Pascual Hermanos
and the banana and fresh-cut flowers businesses in Latin
America. As of December 28, 2002, all employees, excluding
the employees of Pascual Hermanos, whose employment was assumed
by the new owner of Pascual Hermanos, had been severed under the
Companys 2001 reconfiguration program and substantially
all of the assets identified for sale had been sold.

Consistent with the Companys strategy to
divest non-core businesses, during 2001 the Company disposed of
its 97% interest in the capital stock of Cerveceria Hondurena
S.A., a Honduran corporation principally engaged in the beverage
business in Honduras (CHSA or the Honduran
beverage business). The disposition was accomplished by
means of a stock exchange transaction in which the Company
acquired a subsidiary of South African Breweries, plc
(SAB) that held as its sole asset $537 million
in cash. The Company received $561 million as consideration
for the disposition of CHSA, comprising $537 million in
cash and $24 million of intercompany debt forgiveness
between CHSA and a subsidiary of the Company. The cash

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proceeds from the divestiture were used primarily
to pay down debt. The Companys Consolidated Financial
Statements and Notes to Consolidated Financial Statements
reflect the Honduran beverage business as a discontinued
operation.


While the most significant accomplishments
related to reconfiguration of the Companys operations were
made in 2001, the Company downsized and exited several
businesses in earlier years. In the third quarter of 2000, the
Company initiated a plan to scale back its fresh fruit
operations, including the complete shutdown of some activities,
due to continuing oversupply and other market conditions
affecting the Companys fresh fruit segment. In connection
with its plan, the Company recorded a $46 million charge,
which was reported in cost of products sold in the 2000
Consolidated Statement of Income. The $46 million charge
included costs to reduce the Companys existing productive
capacity in its banana operations in Latin America and Asia, as
well as costs to shut down its melon and citrus farming
activities in Honduras and the downsizing of its distribution
network in Europe. In its Latin America banana operations, the
Company closed some production sites, terminated some employee
arrangements and contracts with independent growers, and
divested its controlling interest in a production joint venture
in South America. In its Asian banana operations, the Company
reduced production acreage and terminated some employees and
contracts with independent growers. In its European operations,
the Company reduced its workforce, primarily in northern Europe.
The $46 million charge had been fully utilized by
December 28, 2002. A total of 4,880 employees in the
Companys operations have been severed as of
December 28, 2002 in connection with this charge.

In 2000, the Company sold the assets of its
citrus operations located in California and Arizona for
approximately $55 million. Production assets were
transferred to the buyer in the third quarter of 2000 for net
cash proceeds of $45 million, resulting in a net gain of
$8 million. The remaining $10 million of proceeds were
for secured grower contracts, approximately half of which were
transferred to the buyer in the fourth quarter of 2000,
resulting in a net gain of $1 million. The combined
$9 million net gain has been reported on a separate line in
the 2000 Consolidated Statement of Income. Title to the
remaining grower contracts was transferred at an amount
approximating book value in the first quarter of 2001. The
citrus operations had revenues and operating losses of
$28 million and $0.3 million, respectively, in 2000.

Shareholder
Proposal:On December 18, 2002,
the Company and David H. Murdock signed a definitive merger
agreement (merger agreement) pursuant to which Mr.
Murdock will acquire the approximately 76% of the Companys
common stock that he and his family do not already own for
$33.50 per share in cash. Upon completion of the merger, the
Company will become wholly owned by Mr. Murdock through DHM
Holding Company, Inc.

The Company has filed with the Securities and
Exchange Commission (SEC) and mailed to its
shareholders definitive proxy materials for a special meeting of
shareholders to vote on the proposed merger of DHM Acquisition
Company, Inc., which is wholly owned by DHM Holding Company,
Inc., into the Company. The special meeting is scheduled for
March 26, 2003. The merger is conditioned upon, among other
things, its approval by shareholders who own a majority of the
outstanding shares not already owned by Mr. Murdock or his
family, and completion of the financing contemplated by the
merger.

It is anticipated that funds necessary to
purchase the outstanding shares of the Company will be provided
by Mr. Murdock, a bank syndicate and/or institutional
investors. Completion of the financing required to complete the
transaction and refinance some of the Companys debt is
subject to the execution of definitive loan agreements and the
satisfaction of the conditions therein. Such financing is
currently expected to consist of $1.125 billion of senior
secured credit facilities (currently expected to consist of
approximately $825 million of term loan facilities and
approximately $300 million of revolving credit facilities,
a portion of which revolving credit facilities will be drawn
upon on the closing date of the merger) and approximately
$475 million of new senior debt securities. The Company
announced on March 17, 2003, that it had priced at par
$475 million of 8.875% Senior Notes due 2011 (the
2011 Notes). The 2011 Notes are being offered
pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. Assuming shareholder approval of the
merger agreement and satisfaction of financing conditions, the
Company expects that the closing of the offering and the
delivery of the 2011 Notes will occur shortly thereafter.

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In addition, the Company and Mr. Murdock
announced that, assuming the merger receives the required
approval by the Companys shareholders and becomes
effective, the Company expects to redeem or retire its 7% Notes
due 2003 and 6.375% Senior Notes due 2005, which had outstanding
principal balances of $209.8 million and $300 million,
respectively, at December 28, 2002. The Company also
expects that its 7.25% Senior Notes due 2009 and 7.875%
Debentures due 2013 will remain outstanding. The Company intends
to modify the Senior Notes due 2009 and Debentures due 2013 to
provide for interest rates of 8.625% and 8.75%, respectively,
and for substantially the same covenants and subsidiary
guarantees as will exist under the Notes. The exact timing of
these actions would be dependent on the timing of the merger.
Additionally, all outstanding stock options (other than those
held by Mr. Murdock) would be settled in cash, upon
consummation of the merger.

Results of Operations

The Companys management evaluates and
monitors segment performance primarily through earnings before
interest expense and income taxes (EBIT). EBIT,
which is disclosed as a line item in the Consolidated Statements
of Income, is calculated by adding interest income and other
(expense) income  net to operating income.
Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States of America (GAAP) and
should not be considered in isolation or as a substitute for net
income or cash flow measures prepared in accordance with GAAP or
as a measure of the Companys profitability or liquidity.
Additionally, the Companys computation of EBIT may not be
comparable to other similarly titled measures computed by other
companies, because all companies do not calculate EBIT in the
same fashion.

|                                 |                          |                        |           |           |   |      |           |           |   |   |           |           |  
|-------------------------------- | ------------------------ | ---------------------- | --------- | --------- | - | ---- | --------- | --------- | - | - | --------- | --------- | -
|                                 |                          | 2002                   |           | 2001      |   | 2000
|                                 |                          |                        |           |           |   |     
|                                 |                          |                       
|                                 |                          | (Dollars in thousands)
|Revenues from external customers |                          |                        |           |           |   |      |           |           |   |   |           |          
|                                 | Fresh fruit              |                        | $         | 2,772,758 |   |      | $         | 2,701,422 |   |   | $         | 2,756,256 |  
|                                 | Fresh vegetables         |                        |           | 825,559   |   |      |           | 827,528   |   |   |           | 845,776   |  
|                                 | Packaged foods           |                        |           | 588,991   |   |      |           | 556,143   |   |   |           | 560,365   |  
|                                 | Fresh-cut flowers        |                        |           | 173,927   |   |      |           | 196,430   |   |   |           | 200,473   |  
|                                 | Other operating segments |                        |           | 30,838    |   |      |           | 33,298    |   |   |           | 37,243    |  
|                                 |                          |                        |           |           |   |      |           |           |   |   |           |          
|                                 |                          | $                      | 4,392,073 |           |   | $    | 4,314,821 |           |   | $ | 4,400,113 |          
|                                 |                          |                        |           |           |   |      |           |           |   |   |           |          
|EBIT                             |                          |                        |           |           |   |      |           |           |   |   |           |          
|                                 | Fresh fruit              |                        | $         | 217,844   |   |      | $         | 48,478    |   |   | $         | 1,536     |  
|                                 | Fresh vegetables         |                        |           | 82,699    |   |      |           | 47,793    |   |   |           | 77,084    |  
|                                 | Packaged foods           |                        |           | 64,905    |   |      |           | 43,684    |   |   |           | 56,877    |  
|                                 | Fresh-cut flowers        |                        |           | (5,925    | ) |      |           | (18,717   | ) |   |           | 293       |  
|                                 | Other operating segments |                        |           | 713       |   |      |           | (837      | ) |   |           | (878      | )
|                                 |                          |                        |           |           |   |      |           |           |   |   |           |          
|                                 | Total operating segments |                        |           | 360,236   |   |      |           | 120,401   |   |   |           | 134,912   |  
|                                 | Corporate and other EBIT |                        |           | (69,359   | ) |      |           | (57,423   | ) |   |           | 11,170    |  
|                                 |                          |                        |           |           |   |      |           |           |   |   |           |          
|                                 |                          | $                      | 290,877   |           |   | $    | 62,978    |           |   | $ | 146,082   |          
|                                 |                          |                        |           |           |   |      |           |           |   |   |           |          

The Company adopted the provisions of Emerging
Issues Task Force (EITF) Issue No. 01-9
(EITF 01-9) Accounting for Consideration Given
by a Vendor to a Customer (Including a Reseller of the
Vendors Products), during the first quarter of 2002. The
impact of the adoption was limited to reclassifications of costs
previously included in selling, marketing and general and
administrative expenses. These costs are now reflected as a
reduction of revenues. The adoption of EITF 01-9 reduced
previously reported revenues and selling, marketing and general
and administrative expenses by $9 million, $46 million
and $79 million in

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the fresh fruit, fresh vegetables and packaged
foods operating segments, respectively, in 2001 and by
$8 million, $40 million and $54 million in the
fresh fruit, fresh vegetables and packaged foods operating
segments, respectively, in 2000. The adoption had no impact on
the Companys reported operating or net income or on
segment EBIT.


2002 Compared
with 2001

Fresh Fruit:Fresh
fruit revenues increased 3% to $2.8 billion in 2002 from
$2.7 billion in 2001. The increase in fresh fruit revenues
was primarily due to higher pricing for bananas sold in Asia,
higher volumes in the European ripening and distribution
business and higher volumes of DOLE PREMIUM SELECT®
pineapples. Revenues, primarily in the fresh fruit segment, were
also favorably impacted by foreign currency exchange rates. The
net impact of exchange rates on the Companys
year-over-year revenues was approximately $30 million; this
impact primarily consists of a $47 million revenue increase
due to a stronger euro-to-dollar exchange rate, partially offset
by a $17 million decrease from a weaker yen-to-dollar
exchange rate. The increases in revenues were partially offset
by lower volumes of bananas sold in Europe, lower pricing of
bananas sold in North America and the winding down of the
Companys California deciduous and Pacific Northwest apples
operations. The exiting of the Companys California
deciduous and Pacific Northwest apples operations accounted for
revenue reductions of approximately $28 million in 2002
versus 2001.

Fresh fruit EBIT increased to $218 million
in 2002 from $48 million in 2001. EBIT increased primarily
due to the same factors that drove the increase in revenues. In
addition, the exiting of the Companys California deciduous
and Pacific Northwest apples operations increased EBIT in 2002
by the absence of approximately $4 million in operating
losses incurred by these operations in 2001. EBIT in 2002
further benefited from the absence of $74 million of
business reconfiguration expenses included in 2001 EBIT. The
Company also incurred $5 million of expenses in 2001
related to the divestiture of the Companys controlling
interest in a banana production joint venture in South America.
EBIT in 2002 also benefited from the absence of goodwill
amortization, as a result of the Companys adoption of
Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards No. 142
(FAS 142), Goodwill and Other Intangible Assets, at
the beginning of 2002. The Company recognized $7 million in
goodwill amortization in 2001. The stronger average
euro-to-dollar exchange rate impacted the Companys
year-over-year total EBIT, primarily in the fresh fruit segment,
by approximately $11 million as compared to 2001. The
weaker average yen-to-dollar exchange rate did not significantly
impact EBIT in 2002 due to the effectiveness of the
Companys yen hedges.

Fresh Vegetables:Fresh vegetables revenues for 2002 decreased slightly to
$826 million from $828 million in 2001. Revenues were
impacted by lower commodity vegetable volumes, the disposition
of the Companys interest in Pascual Hermanos in the third
quarter of 2002 and higher marketing expenses, which are treated
as a reduction of revenues as required under EITF 01-9. These
decreases were partially offset by higher volumes in the
packaged salads business.

Fresh vegetables EBIT for 2002 increased to
$83 million from $48 million in 2001. EBIT for 2002
benefited from the absence of $34 million of business
reconfiguration expenses included in 2001 EBIT. EBIT in 2002
also included a $4 million gain on the sale of Pascual
Hermanos. Excluding the impact of the 2001 business
reconfiguration expense and the gain on sale of Pascual
Hermanos, EBIT in 2002 decreased slightly due to lower commodity
vegetable volumes, partially offset by higher volumes in the
packaged salads business.

In September 2002, the Company sold all of its
91% equity interest in, and outstanding loans due from, Pascual
Hermanos, a Spanish corporation held for sale since 2001, for
approximately $18.1 million, net of cash on hand at the
date of sale. The financial results of Pascual Hermanos are
included in the fresh vegetables reporting segment through the
effective date of disposal. In the third quarter of 2002, the
Company recorded a gain on this sale of approximately
$4 million, net of transaction expenses. The gain is
included in selling, marketing and general and administrative
expenses in the Consolidated Statements of Income. Revenues
related to Pascual Hermanos for 2002, 2001 and 2000 were
$26 million, $45 million and $51 million,
respectively. Operating income related to Pascual Hermanos for
2002 and 2001 was $4 million and $1 million, respectively,
and operating losses for 2000 were $1 million.

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Packaged Foods:Packaged foods revenues in 2002 increased to $589 million
from $556 million in 2001. The increase in revenues was due
to higher volumes from the continued success of the
Companys FRUIT BOWLS and FRUIT-N-GEL BOWLS products. The
increase in revenues was partially offset by higher marketing
expenses, which are treated as a reduction of revenues as
required under EITF 01-9, and the sale of Saman during the
third quarter of 2002.

Packaged foods EBIT in 2002 increased to
$65 million from $44 million in 2001. EBIT in 2002
benefited from the absence of $17 million of business
reconfiguration expenses included in 2001 EBIT. Excluding the
impact of the 2001 business reconfiguration expenses, EBIT for
packaged foods increased approximately $4 million compared
to the prior year. This increase in EBIT was due to higher
volumes from the continued success of the FRUIT BOWLS and
FRUIT-N-GEL BOWLS products, lower product costs and slightly
higher pricing in traditional canned products, partially offset
by a $4 million loss recorded on the sale of Saman.

On October 1, 2002, the Company sold its
wholly owned subsidiary, Saman, for $6 million in cash, net
of cash on hand at the date of sale. Saman is a European dried
fruit and nut processor held for sale since 2001. The financial
results of Saman are included in the packaged foods reporting
segment through the effective date of disposal. In the third
quarter of 2002, the Company recorded a loss on the sale of
approximately $4 million, net of transaction expenses. The
loss is included in selling, marketing and general and
administrative expenses in the Consolidated Statements of
Income. Revenues related to Saman for 2002, 2001 and 2000 were
$27 million, $50 million and $64 million,
respectively. Operating losses related to Saman for 2002 and
2001 were $4 million and $1 million, respectively, and
operating income for 2000 was $1 million.

Fresh-Cut Flowers:Fresh-cut flowers revenues in 2002 decreased to $174 million
from $196 million in 2001. The decrease in revenues was
attributable to lower volumes partially offset by a slight
increase in pricing.

EBIT in the fresh-cut flowers segment in 2002
improved to a loss of $6 million from a loss of
$19 million in 2001. EBIT in 2002 benefited from the
absence of $7 million of business reconfiguration expenses
and the absence of $4 million of goodwill amortization
included in 2001 EBIT. The Company did not record goodwill
amortization related to fresh-cut flowers in 2002 as a result of
the Companys adoption of FAS 142. Excluding the impact of
the business reconfiguration expenses and goodwill amortization,
2002 EBIT improved $1 million compared to the prior year,
principally due to lower operating costs primarily as a result
of the closure of six production farms, offset to an extent by
lower revenues.

Corporate and Other:Corporate and other EBIT includes general and administrative
costs not allocated to operating segments. Corporate and other
EBIT in 2002 was a loss of $69 million compared to a loss
of $57 million in 2001. The difference between the years is
largely due to approximately $9 million of higher legal expenses
in 2002 attributable to ongoing lawsuits filed against the
Company related to its past use of an agricultural chemical
called DBCP, as discussed further in Note 16 to the Consolidated
Financial Statements, and higher employee incentive costs as a
result of the Companys stronger earnings in 2002. EBIT in
2002 was further impacted by a loss on the early retirement of
debt of approximately $3.4 million and $3.4 million in
transaction costs related to David H. Murdocks proposed
merger. In contrast, 2001 EBIT included an $8 million gain
on available-for-sale securities. The difference between the
years was partially offset by lower consulting fees in 2002 and
higher interest income. Interest income increased to
$12 million in 2002 from $6 million in 2001 due to
higher average cash balances, primarily resulting from the
issuance of $400 million 7.25% unsecured senior notes due
2009 during the second quarter of 2002, and the proceeds from
the divestiture of the Honduran beverage business in the fourth
quarter of 2001.

Interest Expense and Income
Taxes:Interest expense increased to
$81 million in 2002 from $71 million in 2001. This
increase was primarily due to higher average debt levels
resulting from the issuance of the $400 million 7.25%
unsecured senior notes during the second quarter of 2002. Income
tax expense increased in 2002 to $54 million from
$29 million in 2001 primarily due to higher earnings in the
current year, partially offset by a $5 million income tax
refund received during 2002. The Companys effective tax
rate was 25.6% in 2002. In 2001, the Companys income tax
expense was $29 million on pretax losses of approximately
$8 million. The difference in the effective rates is due
primarily to the $133 million business reconfiguration
expense recorded in 2001. Approximately $101 million of
this business reconfiguration expense related to

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foreign tax jurisdictions. A valuation allowance
was established to offset deferred tax assets related to the
business reconfiguration expense in jurisdictions where the
Company has determined that it is more likely than not that
these benefits will not be realized. The Company currently
anticipates its effective tax rate to be 28% in the near term,
based on its expected earnings mix.


Cumulative Effect of Change in Accounting
Principle:During the second quarter
of 2002, the Company completed the two-step process of the
transitional goodwill impairment test prescribed in FAS 142 with
respect to existing goodwill. The first step of the transitional
goodwill impairment test involved a comparison of the fair value
of each of the Companys reporting units, as defined under
FAS 142, with its carrying amount. If the carrying amount
exceeded the fair value of a reporting unit, the Company was
required to perform the second step of the transitional goodwill
impairment test. As a result of the outcome of the first step
relative to the fresh-cut flowers reporting unit, the Company
was required to perform the second step of the transitional
goodwill impairment test for this reporting unit. The second
step involved comparing the implied fair value of the fresh-cut
flowers reporting units goodwill to its carrying value to
measure the amount of impairment. The transitional goodwill
impairment test resulted in the Company recognizing a non-cash
transitional goodwill impairment charge of $120 million
related entirely to the fresh-cut flowers reporting unit. As
required by FAS 142, the $120 million charge is
reflected as a cumulative effect of a change in accounting
principle in the Companys Consolidated Statement of Income
for the year ended December 28, 2002. There was no income
tax effect on the impairment charge as the charge primarily
related to goodwill in foreign operations where the Company
believes it is more likely than not that future taxable income
in these operations will not be sufficient to realize the
related income tax benefits associated with the charge. The
charge represented a total write-off of the goodwill in the
fresh-cut flowers reporting unit. The fair value of the
fresh-cut flowers reporting unit was determined based on
discounted cash flows that the business expects to generate in
the future. The circumstances leading to the goodwill impairment
in the fresh-cut flowers reporting unit include the fact that
the flower industry is less attractive than the Company had
expected in 1998 when it made its acquisitions in this industry
and that the Companys progress in integrating the acquired
businesses has been slower than expected.

2001 Compared
with 2000

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

EBIT in the fresh fruit segment increased to
$48 million in 2001 from $2 million in 2000. Fresh
fruit EBIT in 2001 included $74 million of business
reconfiguration expenses related to programs initiated during
the second and third quarters of 2001 as well as a
$5 million expense in the first quarter of 2001 related to
the divestiture of the Companys controlling interest in a
banana production joint venture in South America. Fresh fruit
EBIT in 2000 included approximately $46 million related to
a business downsizing charge in the third quarter of 2000.
Excluding these business downsizing expenses, EBIT increased to
$127 million in 2001 from approximately $47 million in
2000. Fresh fruit EBIT increased due to fruit, shipping and
selling and general and administrative cost savings as a result
of cost-cutting initiatives. In addition, EBIT improved due to
increased volumes and pricing in the North America banana
business, higher pricing in the European banana business and
higher volumes and strong pricing for the Companys DOLE
PREMIUM SELECT® pineapple.

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These improvements were partially offset by
losses in the California deciduous and Northwest apples
businesses, which the Company has exited, of $12 million in
2001 compared to EBIT of $1 million in 2000.


Fresh Vegetables:Fresh vegetables revenues decreased to $828 million in 2001
from $846 million in 2000. The decrease was due to price
normalization in the Companys commodity vegetables
business in 2001 from heightened pricing levels in 2000.
Revenues were also impacted by higher marketing expenses, which
are treated as a reduction of revenues as required under EITF
01-9. These decreases were offset by continued growth in the
Companys North America fresh-cut salads business where
volumes increased at approximately the same rate as the volumes
sold in the product category fresh-cut salads by all
producers.

EBIT in the fresh vegetables segment decreased to
$48 million in 2001 from $77 million in 2000. Fresh
vegetables EBIT decreased due to a $34 million charge
associated with the Companys reconfiguration program
initiated during the third quarter of 2001 primarily to divest
Pascual Hermanos, its fresh vegetables subsidiary located in
Spain. Excluding this charge, EBIT in 2001 increased by
$5 million primarily due to volume growth in the
Companys fresh-cut salads business partially offset by
higher marketing expense in that business and the impact of
higher prices in 2000 in the Companys commodity vegetables
business. The segment also benefited significantly from cost
savings initiatives.

Packaged Foods:Packaged foods revenues decreased to $556 million in 2001
from $560 million in 2000. The decrease was primarily
attributable to higher marketing expenses, which are treated as
a reduction of revenues as required under EITF 01-9, as
well as the Companys sale of its California almond
processing business in the third quarter of 2000, which had
revenues of $23 million in 2000. This decrease was
partially offset by the launch of FRUIT-N-GEL BOWLS in 2001 and
the continued success of the Companys FRUIT BOWLS products
that were introduced in 2000.

EBIT in the packaged foods segment decreased to
$44 million in 2001 from $57 million in 2000. Packaged
foods EBIT decreased due to a $17 million charge associated
with the Companys reconfiguration programs initiated
during the second and third quarters of 2001. In addition, the
second quarter of 2001 included $2 million related to
contract terminations. The third quarter of 2001 included
$15 million associated with the planned divestiture of a
packaged foods business located in Europe. Higher earnings due
to the growth of the Companys FRUIT BOWLS products
combined with lower product costs were partially offset by
marketing expenses associated with the launch of the
Companys FRUIT-N-GEL BOWLS. The sale of the Companys
California almond processing business did not significantly
impact EBIT in 2001 or 2000.

Fresh-Cut Flowers:Fresh-cut flowers revenues decreased to $196 million in
2001 from $200 million in 2000. Revenues decreased due to
unfavorable market conditions, primarily in the Companys
wholesale business in the second half of 2001. This decrease was
partially offset by higher Valentines Day and
Mothers Day sales in the first half of 2001.

EBIT in the fresh-cut flowers segment decreased
to a loss of $19 million in 2001 from slightly above
breakeven in 2000. Fresh-cut flowers EBIT in 2001 included a
$7 million charge associated with the Companys
reconfiguration programs initiated during the third quarter to
reduce flower production operations in Latin America.
Additionally, in the third quarter of 2001, the Company
recognized $3 million of lease termination related expenses
in connection with its move to a new consolidated distribution
facility in Miami, Florida. Losses in the second half of the
year due to the per-unit margin impacts associated with lower
sales volume were partially offset by higher earnings in the
first half of 2001 due to higher Valentines Day and
Mothers Day sales.

Corporate and Other:Corporate and other EBIT was a loss of $57 million in 2001
compared to earnings of $11 million in 2000. Corporate and
other EBIT in 2000 included Hurricane Mitch insurance proceeds,
net, of $43 million and a $9 million gain on the sale
of citrus assets, resulting in positive EBIT. In contrast, 2001
EBIT included approximately $13 million of consulting
expenses relating to cost savings initiatives undertaken by the
Company in the first quarter of 2001 that were partially offset
by an $8 million gain on the sale of available-for-sale
securities. In addition, interest income declined in 2001 to
$6 million from $15 million in 2000. The decline is
primarily due to lower interest rates in 2001 as well as the
inclusion in 2000 of the interest portion of a tax refund
received from the Internal Revenue Service.

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Interest Expense and Income
Taxes:Interest expense decreased to
$71 million in 2001 from $90 million in 2000 due to
lower average outstanding debt levels combined with lower
interest rates throughout the year. In 2001, the Company
recognized income tax expense of $29 million on a pretax
loss of $8 million mainly resulting from a $133 million
reconfiguration charge recognized during the second and third
quarters, of which $101 million related to foreign tax
jurisdictions for which the Company has not provided future tax
benefits. Future tax benefits, if any, will be recognized upon
realization. During 2000, the Company recognized income tax
expense of $20 million on pretax income of $56 million.

Contractual Obligations and Commercial
Commitments

The following tables summarize the Companys
contractual obligations and commitments at December 28,
2002:

Payments Due by Period

|                                   |                           |                |           |           |  |           |         |           |  |         |         |         |  |   |        |        |  |   |         |         | 
|---------------------------------- | ------------------------- | -------------- | --------- | --------- |  | --------- | ------- | --------- |  | ------- | ------- | ------- |  | - | ------ | ------ |  | - | ------- | ------- | 
|                                   |                           |                |           | Less Than |  |           |         |           |  | After  
|                                   |                           | Total          |           | 1 Year    |  | 1-3 Years |         | 4-5 Years |  | 5 Years
|                                   |                           |                |           |           |  |           |         |           |  |        
|                                   |                           |               
|                                   |                           | (In thousands)
|Contractual obligations            |                           |                |           |           |  |           |         |           |  |         |         |         |  |   |        |        |  |   |         |        
|                                   | Long-term debt            |                | $         | 1,075,436 |  |           | $       | 213,516   |  |         | $       | 305,486 |  |   | $      | 571    |  |   | $       | 555,863 | 
|                                   | Capital lease obligations |                |           | 37,857    |  |           |         | 17,297    |  |         |         | 20,560  |  |   |        |       |  |   |         |        | 
|                                   | Operating leases          |                |           | 445,675   |  |           |         | 84,938    |  |         |         | 204,246 |  |   |        | 46,303 |  |   |         | 110,188 | 
|                                   |                           |                |           |           |  |           |         |           |  |         |         |         |  |   |        |        |  |   |         |        
|Total contractual cash obligations |                           | $              | 1,558,968 |           |  | $         | 315,751 |           |  | $       | 530,292 |         |  | $ | 46,874 |        |  | $ | 666,051 |        
|                                   |                           |                |           |           |  |           |         |           |  |         |         |         |  |   |        |        |  |   |         |        

Amount of Commitment Expiration per
Period

|                                  |  |                |        |           |  |           |        |           |  |         |       |  |  |   |       |  |  |   |     | 
|--------------------------------- |  | -------------- | ------ | --------- |  | --------- | ------ | --------- |  | ------- | ----- |  |  | - | ----- |  |  | - | --- | 
|                                  |  | Total Amounts  |        | Less Than |  |           |        |           |  | After  
|                                  |  | Committed      |        | 1 Year    |  | 1-3 Years |        | 4-5 Years |  | 5 Years
|                                  |  |                |        |           |  |           |        |           |  |        
|                                  |  |               
|                                  |  | (In thousands)
|Commercial commitments guarantees |  | $              | 34,001 |           |  | $         | 26,202 |           |  | $       | 2,688 |  |  | $ | 4,232 |  |  | $ | 879 | 
|                                  |  |                |        |           |  |           |        |           |  |         |       |  |  |   |       |  |  |   |     | 
|Total commercial commitments      |  | $              | 34,001 |           |  | $         | 26,202 |           |  | $       | 2,688 |  |  | $ | 4,232 |  |  | $ | 879 | 
|                                  |  |                |        |           |  |           |        |           |  |         |       |  |  |   |       |  |  |   |     | 

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

Liquidity and Capital Resources

Cash flow generated by operating activities from
continuing operations was $227 million in 2002 compared to
$244 million in 2001. The decrease was primarily due to an
increase in net working capital (receivables, inventories,
prepaid and other assets less accounts payable and accrued
liabilities) in 2002 versus a decrease in net working capital in
2001. Approximately $67 million of the increase in net
working capital in 2002 is attributable to the payment of taxes
related to the sale of the Honduran beverage business in 2001.
The increase in net working capital was partially offset by
significantly improved earnings from continuing operations
before the cumulative effect of a change in accounting
principle, which was a non-cash charge in 2002.

Cash used in investing activities of
$170 million in 2002 consisted primarily of capital
additions, partially offset by proceeds from the sales of assets
and businesses. Capital additions from continuing operations for
the acquisition and improvement of productive assets increased
to $234 million in 2002 from $120 million in 2001. The
increase is primarily due to the acquisition of eight vessels
for approximately $121 million and the purchase of an
interest in a new aircraft for $23 million. Capital
expenditures in 2002 were funded by operating cash flows. The
Company expects operating capital expenditures in 2003 to be
lower than 2002 levels.

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Proceeds from the sales of assets of
$36 million in 2002 are primarily due to sales of assets in
the Companys California deciduous and Pacific Northwest
apples operations, which the Company identified for disposal in
2001. Net proceeds from the sales of businesses of
$24 million in 2002 relate to the sales of Pascual Hermanos
and Saman in the third quarter of 2002.

The Company has obligations under non-cancelable
operating leases, primarily for vessel charters and containers,
as well as for equipment and office facilities. The leased
assets are used in the Companys operations where leasing
offers advantages of operating flexibility and is less expensive
than alternate types of funding. Some of the Companys
agricultural land leases provide for increases in minimum
rentals based on production. Lease payments under a significant
portion of the Companys operating leases are based on
variable interest rates, primarily the London Interbank Offered
Rate (LIBOR). Lease payments are charged to
operations, primarily through cost of sales. Total rental
expense, including rent related to cancelable and non-cancelable
leases, was $109 million, $126 million and
$148 million (net of sublease income of $15 million,
$13 million and $10 million) for 2002, 2001 and 2000,
respectively. The Company capitalized equipment under capital
leases of $15 million in 2002 and $25 million in 2001.
The Company is required to comply with financial covenants,
including minimum financial ratios, on both capitalized and
operating leases, which, if not met, would require the Company
to purchase the leased assets for amounts approximating their
residual value.

The Company renewed the provisions of some of its
container leases in the third quarter of 2002. As a result of
these renewals, the Company increased its assets under capital
lease by $15 million to $40 million at
December 28, 2002. The related capital lease obligation was
$38 million at December 28, 2002. These leases have
annual renewal options through December 2007.

The Company has both purchase and renewal options
under various off-balance sheet vessel, container and office
leases. These leases include guarantees of the residual value of
the underlying leased assets. As of December 28, 2002, the
Companys maximum potential undiscounted future payments on
residual value guarantees on such leases totaled approximately
$140 million. These guarantees generally become payable
based on the difference, if any, between the guaranteed residual
value and the fair market value of the leased asset at the lease
termination date. At December 28, 2002, the fair market
values of the underlying leased assets in each of these leases
was greater than the applicable residual guarantees and
accordingly no liability has been recorded for these guarantees.
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities. This statement may
require the Company to consolidate some or all of the
Companys off-balance sheet leases, which would increase
both assets and liabilities on the consolidated balance sheet by
approximately $168 million. The Company is currently in the
process of evaluating the impact of this statement on its
financial condition and results of operations.

The Company uses net debt (total debt less cash)
as a supplementary measure of leverage. Net debt is not defined
under GAAP and should not be considered in isolation as an
indicator of leverage. Additionally, the Companys
computation of net debt may not be comparable to other similarly
titled measures computed by other companies. At
December 28, 2002, the Companys net debt totaled
$478 million versus $482 million at December 29,
2001. This slight decrease was due to positive cash flows from
operations after investing activities of $57 million,
substantially offset by the payment of dividends and the
capitalization of a lease obligation of $15 million during
2002.

Shareholders equity increased as a result
of positive earnings, unrealized foreign currency translation
gains and the issuance of common stock, primarily as a result of
the exercise of stock options, partially offset by dividends
declared, unrealized net losses on cash flow hedges and
increased additional minimum pension liability. As a result of
marginally lower net debt, combined with higher
shareholders equity, the Companys net debt to net
debt and equity percentage improved to 39% at the end of 2002
from 40% at the end of 2001.

If the proposed shareholder transaction is
successful, debt will be redeemed or retired, container assets
under capital and operating leases will be purchased and
additional debt will be issued. As a result, net debt levels
will increase significantly. Refer to the discussion of the
Shareholder Proposal for further details.

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In April 2002, the Company completed the sale and
issuance of $400 million aggregate principal amount of
7.25% Senior Notes due 2009 (the Original Notes) at
a discount of $2 million to face value. The Original Notes
were sold in a private placement under Rule 144A and
Regulation S promulgated by the SEC. The sale was exempt
from the registration requirements of the Securities Act of
1933, as amended. The Company subsequently filed a registration
statement with the SEC offering holders of the Original Notes
the opportunity to exchange their Original Notes for publicly
registered notes (the Notes) having substantially
identical terms, except for restrictions on transfer that
pertained only to the Original Notes. On July 23, 2002,
this exchange offer expired; all of the Original Notes were
tendered in the exchange offer and were accepted. Interest on
the Notes will be paid semiannually in arrears on May 1 and
November 1 of each year, beginning on November 1,
2002. The Notes are unsecured senior obligations of the Company
and rank equally with the Companys outstanding senior
unsecured debt.

During the year ended December 28, 2002, the
Company repurchased approximately $90 million of its
$300 million 7% unsecured senior notes due in 2003 and
approximately $20 million of its $175 million 7.875%
unsecured debentures due in 2013. In connection with these
repurchases, the Company recorded a loss on early retirement of
debt of $3.4 million. The Company financed these
repurchases using available cash on hand.

The Company has outstanding notes and debentures
that place restrictions on the Companys ability to issue
additional secured debt. At December 28, 2002, the Company
was in compliance with these restrictions.

The Company has in place a $400 million,
five-year revolving credit facility (Long-Term
Facility), which matures in 2003. At the Companys
option, borrowings under the Long-Term Facility bear interest at
specified percentages over the agents prime rate or LIBOR.
Provisions under the Long-Term Facility require the Company to
comply with financial covenants, which include a maximum
permitted ratio of consolidated debt to net worth, and a minimum
required fixed charge coverage ratio. As of December 28,
2002, the Company was in compliance with these covenants. The
Company may also borrow under uncommitted lines of credit at
rates offered from time to time by various banks that may not be
lenders under the Long-Term Facility. There were no outstanding
borrowings under the Long-Term Facility or uncommitted lines of
credit as of December 28, 2002. The Company anticipates
that the Long-Term Facility will be terminated at such time as
the merger contemplated by the shareholder proposal is
consummated.

In August 2002, the Companys
$200 million 364-day revolving credit facility expired.
There were no outstanding borrowings under this facility during
the year.

The Company is a guarantor of indebtedness of
some of its key fruit suppliers and other entities integral to
the Companys operations. At December 28, 2002, the
Companys guarantees primarily consisted of guarantees for
bank loans to its growers of $5 million, guarantees to
foreign regulatory authorities of $21 million, and various
commercial bank guarantees of $8 million.

Grower guarantees represent guarantees of amounts
advanced to independent growers that supply the Company with
product. The advances are made under third party bank
agreements, which are guaranteed by the Company. The Company
carefully monitors amounts outstanding under the bank agreements
and records an allowance for any amounts which it believes will
not be recoverable from the growers. This determination includes
assessing the financial strength of the growers, their
historical payment history and the age of outstanding and unpaid
advances.

The Company also provides guarantees to various
regulatory authorities, primarily in Europe, in order to comply
with foreign regulations when operating businesses overseas. The
most significant of these guarantees, for banana import license
fees, are granted to the European Union member states
agricultural authority. The Companys subsidiaries obtain
guarantees from commercial banks for the amount of the licenses,
which is then secured by the Companys guarantee to the
bank. The Company has not historically experienced any
significant losses associated with these guarantees.

The Company also provides various guarantees,
mostly to foreign banks, in the course of its normal business
operations to support the borrowings, leases and other
obligations of its subsidiaries and key business

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partners. The Company has not historically
experienced any significant losses associated with these
guarantees.


In connection with the acquisition of its
60% interest in Saba Trading AB in 1998, the Company
has the right to purchase (the call option), at its
sole discretion, the minority shareholders entire interest
in Saba during either January 2004 or January 2008. In addition,
each minority shareholder separately has the right to require
the Company to purchase (the put option) the
shareholders interest during either February 2005 or
February 2008. The call option price and the put option price
are computed based upon formulas as specified in the agreements.
In the event that each minority shareholder exercises its put
option, the minimum aggregate price payable by the Company for
these minority interests under these formulas would approximate
$56 million at December 28, 2002.

As disclosed in Note 16 to the Consolidated
Financial Statements, the Company is subject to legal actions,
most notably related to the Companys prior use of the
agricultural chemical DBCP. Although no assurance can be given
concerning the outcome of these cases, in the opinion of
management, after consultation with legal counsel and based on
past experience defending and settling DBCP claims, the pending
lawsuits are not expected to have a material adverse effect on
the Companys financial condition or results of operations.

During 2002, the Company declared and paid
quarterly dividends of 15 cents per share, at an annual
rate of 60 cents per share, on its common stock totaling
$34 million.

The Company believes that its existing cash
balance of approximately $647 million at December 28,
2002, as well as its cash flow from operations, revolving credit
facilities and access to capital markets will enable it to meet
its working capital, capital expenditure, debt maturity,
dividend payment and other funding requirements.

The proposed shareholder transaction will result
in an increase in the Companys debt balances and lower
cash on hand as a result of the redemption or retirement of
existing debt. The Company believes that if the shareholder
transaction is successful, remaining cash on hand, cash flow
from operations and available borrowings under the revolving
credit portion of the new senior secured credit facility will
enable it to meet its working capital, capital expenditure,
revolving and term debt maturity and other funding requirements.

Factors impacting the Companys cash flow
from operations include such items as commodity prices, interest
rates and foreign currency exchange rates, among other things,
as set forth in the Companys Form 10-K for the fiscal
year ended December 29, 2001 and in subsequent SEC filings
and as set forth in Market Risk below.

Critical Accounting Policies and
Estimates

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

The Company believes that the following represent
the areas where more critical estimates and assumptions are used
in the preparation of the Consolidated Financial Statements. See
Note 2 to the Consolidated Financial Statements for a
summary of all of the Companys accounting policies.

Grower Advances:The
Company makes advances to third party growers primarily in Latin
America and Asia for various farming needs. Some of these
advances are secured with property or other collateral owned by
the growers. The Company records an allowance for these grower
receivables based on estimates of the growers ability to
repay advances and the fair value of the collateral. The Company
monitors these receivables on a regular basis. If the financial
condition of the growers or the fair value of the collateral
were to

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deteriorate, additional allowances may be
required. The aggregate amounts of grower advances made during
fiscal years 2002 and 2001 were approximately $114 million and
$126 million, respectively. Net grower advances receivable
were $31 million and $23 million at December 28,
2002 and December 29, 2001, respectively.


Long-Lived Assets:The Company reviews long-lived assets to be held and used for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. If an
evaluation of recoverability is required, the estimated total
undiscounted future cash flows directly associated with the
asset is compared to the assets carrying amount. If this
comparison indicates that there is an impairment, the amount of
the impairment is calculated by comparing the carrying value to
discounted expected future cash flows expected to result from
the use of the asset and its eventual disposition or comparable
market values, depending on the nature of the asset. Changes in
commodity pricing, weather-related phenomena and other market
conditions are events that have historically caused the Company
to assess the carrying amount of its long-lived assets. All
long-lived assets, for which management has committed itself to
a plan of disposal by sale, are reported at the lower of
carrying amount or fair value less cost to sell. Long-lived
assets to be disposed of other than by sale are classified as
held and used until the date of disposal.

The Company depreciates long-lived assets
principally by the straight-line method over the estimated
useful lives of these assets. Estimates of useful lives are
based on the nature of the underlying assets as well as the
Companys experience with similar assets. See Note 8
to the Consolidated Financial Statements for a summary of useful
lives by major asset category.

The Company reviews all leases at inception to
establish whether the criteria for capitalization of the
underlying leased assets have been met. These criteria require
the Company to make estimates of discount rates and of the
economic lives of the leased assets. In addition, on an ongoing
basis, the Company makes estimates of the fair value of leased
assets that are subject to residual value guarantees.

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

Income Taxes:Deferred income taxes are recognized for the income tax effect
of temporary differences between financial statement carrying
amounts and the income tax bases of assets and liabilities. The
Company regularly reviews its deferred income tax assets to
determine whether future taxable income will be sufficient to
realize the benefits of these assets. A valuation allowance is
provided for deferred income tax assets for which it is deemed
more likely than not that future taxable income will not be
sufficient to realize the related income tax benefits from these
assets. The amount of the net deferred income tax asset that is
considered realizable could, however, be adjusted if estimates
of future taxable income are adjusted.

The Company believes its tax positions comply
with the applicable tax laws and that it is adequately provided
for all tax related matters. The Company is subject to
examination by taxing authorities in the various jurisdictions
in which it files tax returns. Matters raised upon audit may
involve substantial amounts and could be material if resolved
unfavorably. Management considers it unlikely that the
resolution of any such matters would have a material adverse
effect upon the Companys financial condition or results of
operations.

Pension and Other Post Retirement
Benefits:The Company has qualified
and non-qualified defined benefit pension plans covering some of
its full-time employees. Benefits under these plans are
generally based on each employees eligible compensation
and years of service, except for hourly plans, which are based
on negotiated benefits. In addition to pension plans, the
Company has other post-retirement benefit plans that provide
health care and life insurance benefits for eligible retired
employees. Covered employees may become eligible for such
benefits if they fulfill established requirements upon reaching
retirement age. Pension and other post-retirement benefit costs
and obligations are calculated based on actuarial assumptions
including

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discount rates, health care cost trend rates,
compensation increases, expected return on plan assets,
mortality rates, and other factors.


The Company determines the expected return on
pension plan assets based on an expectation of average annual
returns over an extended period of years. This expectation is
based, in part, on the actual returns achieved by the
Companys pension plans over the prior ten-year period. The
Company also considers the weighted-average historical rate of
returns on securities with similar characteristics to those in
which the Companys pension assets are invested. In the
absence of structural change to the investment environment or a
change in the Companys asset allocation or investment
philosophy, this estimate is not expected to vary significantly
from year to year. In 2002 and 2001, the Companys expected
rate of return on U.S. plan assets was 9.25%. At
December 29, 2001, the actual ten-year return on the
Companys U.S. pension assets was over 10%. At
December 28, 2002, the Companys U.S. pension plan
investment portfolio was invested approximately 55% in
equities and 45% in bonds and other fixed income securities.

The Companys discount rate of 6.75% in 2002
and 7.25% in 2001 was determined based on selected high-quality,
fixed rate bond indices with maturities that approximate the
duration of the liabilities in the Companys pension plans.

While management believes that the assumptions
used are appropriate, actual results may differ materially from
these assumptions. These differences may impact the amount of
pension and other postretirement obligations and future expense.

Litigation:The
Company is involved from time to time in claims and legal
actions incidental to its operations, both as plaintiff and
defendant. The Company has established what management currently
believes to be adequate reserves for pending legal matters.
These reserves are established as part of an ongoing worldwide
assessment of claims and legal actions that takes into
consideration such items as changes in the pending case load
(including resolved and new matters), opinions of legal counsel,
individual developments in court proceedings, changes in the
law, changes in business focus, changes in the litigation
environment, changes in opponent strategy and tactics, new
developments as a result of ongoing discovery, and past
experience in defending and settling similar claims. Changes in
accruals, both up and down, are part of the ordinary, recurring
course of business, in which management, after consultation with
legal counsel, is required to make estimates of various amounts
for business and strategic planning purposes, as well as for
accounting and SEC reporting purposes. These changes are
reflected in the reported earnings of the Company each quarter.
The litigation accruals at any time reflect updated assessments
of the then existing pool of claims and legal actions.

Recently Issued Accounting
Pronouncements

In June 2001, the FASB issued Statement of
Financial Accounting Standards No. 143
(FAS 143), Accounting for Asset Retirement
Obligations. This standard provides accounting guidelines for
the cost of legal obligations associated with the retirement of
long-lived assets. FAS 143 requires that companies
recognize the fair value of a liability for asset retirement
obligations in the period in which the obligations are incurred
and capitalize that amount as part of the book value of the
long-lived asset. The resulting net cost is then depreciated
over the remaining life of the underlying long-lived asset.
FAS 143 is effective for fiscal years beginning after
June 15, 2002. As required, the Company will adopt the
provisions of FAS 143 on December 29, 2002, the first
day of its 2003 fiscal year. The Company does not expect the
adoption of FAS 143 to have a material impact on its
financial condition or results of operations.

In June 2002, the FASB issued Statement of
Financial Accounting Standards No. 146
(FAS 146), Accounting for Costs Associated with
Exit or Disposal Activities. FAS 146 addresses financial
accounting and reporting for costs associated with exit or
disposal activities and nullifies EITF Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring) (EITF 94-3). This
statement requires that the fair value of an initial liability
for a cost associated with an exit or disposal activity be
recognized when the liability is incurred as opposed to when the
entity commits to an exit plan, thereby eliminating the
definition and requirements for recognition of exit costs. The
provisions of FAS 146 are effective for exit or disposal
activities that are initiated

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after December 31, 2002. The Company is in
the process of evaluating the impact of this statement and does
not expect the adoption of FAS 146 to have a material
impact on the Companys financial condition or results of
operations.


In November 2002, the FASB issued FASB
Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others. FIN 45 elaborates on the disclosures to be made by
a guarantor about its obligations under certain types of
guarantees. FIN 45 also clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in
issuing the guarantee. FIN 45 specifically identifies
obligations that are excluded from the provisions related to
recognizing a liability at inception, however, these guarantees
are subject to the disclosure requirements of FIN 45. The
initial recognition and measurement provisions of FIN 45
are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002. The disclosure
requirements are effective for all annual periods ending after
December 15, 2002. The Company has included the necessary
disclosures in Note 15 and Note 16 to the Consolidated
Financial Statements. The Company does not expect the adoption
of the recognition requirements of FIN 45 in 2003 to have a
material impact on the Companys financial condition or
results of operations.

In December 2002, the FASB issued Statement of
Financial Accounting Standards No. 148
(FAS 148), Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment
of FASB Statement No. 123. FAS 148 amends Statement of
Financial Accounting Standards No. 123
(FAS 123), Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, FAS 148
amends some of the disclosure requirements of FAS 123.
FAS 148 is effective for fiscal years ending after
December 15, 2002. As discussed in Note 12 to the
Consolidated Financial Statements, the Company has decided to
adopt the fair value method of accounting for stock-based
employee compensation in the first quarter of 2003. The Company
will apply the prospective method of adoption outlined in
FAS 148. The prospective method applies the recognition
provisions of FAS 123 to all employee awards granted,
modified or settled after the beginning of the fiscal years in
which the recognition provisions are first applied. The Company
does not expect the adoption of FAS 148 to have a material
impact on the Companys financial condition or results of
operations.

In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. This standard
clarifies the application of Accounting Research Bulletin
No. 51, Consolidated Financial Statements, and addresses
consolidation by business enterprises of variable interest
entities (more commonly known as Special Purpose Entities or
SPEs). FIN 46 requires existing unconsolidated variable
interest entities to be consolidated by their primary
beneficiaries if the entities do not effectively disperse risk
among the parties involved. FIN 46 also significantly
enhances the disclosure requirements related to variable
interest entities. This statement is effective for variable
interest entities created or in which an enterprise obtains an
interest after January 31, 2003. It applies in the first
fiscal year or interim period beginning after June 15, 2003
for all interests in variable interest entities acquired before
February 1, 2003. Consolidation of the Companys
off-balance sheet leases, if required by the statement, would
increase assets and liabilities on the consolidated balance
sheet by approximately $168 million. The Company is
currently in the process of evaluating the impact of this
statement on its financial condition and results of operations.

Market Risk

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

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The Companys bunker fuel costs, used
primarily for its container vessels, are subject to market
fluctuations. At February 28, 2003, the average price of
the Companys bunker fuel had increased
approximately 38% over the average price in 2002. The
Company currently estimates that a $1 change in the price of
bunker fuel per ton would impact the Companys EBIT by
approximately $0.2 million annually. The Company did not
hedge its exposure to fuel price fluctuations in 2002.

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

The Company has short-term and long-term debt
with both fixed and variable interest rates. Short-term debt is
primarily comprised of the current portion of long-term debt
maturing twelve months from the balance sheet date. Short-term
debt also includes unsecured notes payable to banks and bank
lines of credit used to finance working capital requirements.

Long-term debt represents publicly-held unsecured
notes and debentures, as well as notes payable to banks and
uncommitted lines of credit, used to finance long-term
investments such as business acquisitions. In addition, the
Company maintains a $400 million, five-year revolving
credit facility (Long-Term Facility), which matures
in 2003 and bears interest, at the Companys option, at
percentages over the agents prime rate or LIBOR.
Provisions under this facility require the Company to comply
with financial covenants, which include a maximum permitted
ratio of consolidated debt to net worth and a minimum required
fixed charge coverage ratio. At December 28, 2002, the
Company was in compliance with these covenants. In August 2002,
the Companys $200 million 364-day revolving credit
facility expired. The Company had no borrowings under this
facility during the year.

The Company may also borrow under uncommitted
lines of credit at various rates offered from time to time by
various banks that may not be lenders under the Long-Term
Facility. At December 28, 2002, the Company had no
outstanding borrowings under its uncommitted lines of credit and
no outstanding borrowings under the Long-Term facility.
Generally, the Companys short-term debt is at variable
interest rates, while its long-term debt is at fixed interest
rates.

As of December 28, 2002, the Company had
$1,075 million of fixed-rate debt, including short-term
notes payable, with a weighted-average interest rate of 7.09%
and a fair value of $1,073 million. As of December 29,
2001, the Company had $796 million of fixed-rate debt,
including short-term notes payable, with a weighted-average
interest rate of 7.00% and a fair value of $780 million.
The Company currently estimates that a 100 basis point
change in prevailing market interest rates would impact the fair
value of its fixed-rate debt by approximately $38 million.

As of December 28, 2002, the Company had the
following variable-rate arrangements: $12 million of
variable-rate debt, including short-term notes payable, with a
weighted-average interest rate of 2.78%, variable-rate capital
leases for shipping containers, with a principal value of
$38 million and a weighted-average interest rate of 2.06%
and variable-rate operating leases, primarily for vessels,
containers and office facilities, with a principal value of
$168 million and a weighted-average interest rate of 2.99%.
As of December 29, 2001, the Company had $22 million
of variable-rate debt, including short-term notes payable, with
a weighted-average interest rate of 4.94%, variable-rate capital
leases for shipping containers, with a principal value of
$25 million and a weighted-average interest rate of 2.51%
and variable-rate operating leases, primarily for vessels,
containers and office facilities, with a principal value of
$317 million and a weighted-average interest rate of 3.46%.
Interest and operating lease expenses under the majority of
these arrangements are based on LIBOR. The Company currently
estimates that a 100 basis point change in LIBOR would
impact its related pretax income by $2 million.

Foreign Currency
Risk:The Company has production,
processing, distribution and marketing operations worldwide in
more than 90 countries. Its international sales are usually
transacted in U.S. dollars and major European and Asian
currencies. Some of the Companys costs are incurred in
currencies different from

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those received from the sale of products. Results
of operations may be affected by fluctuations in currency
exchange rates in both sourcing and selling locations.


The Company has significant Japanese sales
denominated in yen as well as European sales denominated in euro
or currencies with exchange rates pegged to the euro. Product
and shipping costs associated with a portion of these sales are
U.S. dollar-denominated. During 2002, the euro-to-dollar
foreign currency exchange rate strengthened against the
U.S. dollar increasing 6% on an average annual basis
compared to the average in 2001. The strengthening of the euro
impacted the Companys 2002 revenues and EBIT by
approximately $47 million and $11 million,
respectively. In contrast, the dollar strengthened versus the
yen in 2002, negatively impacting the Companys 2002
revenues by approximately $17 million. The Companys
yen denominated hedges largely offset the EBIT impact of the
weaker yen in 2002.

Subsequent to December 28, 2002, the euro
and related European currencies and the yen strengthened against
the U.S. dollar. As of February 28, 2003, the spot
exchange rate between the euro and the U.S. dollar and the
yen and the U.S. dollar had strengthened approximately 13%
and 6%, respectively, versus the average exchange rates in
effect during 2002. In 2002, the Company had approximately
$500 million of annual sales denominated in yen and
approximately $800 million of annual sales denominated in
the euro. The Company currently estimates that a 1% change in
value of the yen-to-U.S. dollar and the
euro-to-U.S. dollar exchange rates would impact EBIT by
approximately $3 million and $2 million, respectively,
before accounting for the Companys foreign exchange
hedges. The ultimate impact of future changes to these and other
currency exchange rates on 2003 revenues, operating income, net
income, equity and comprehensive income is not determinable at
this time.

Some of the Companys divisions operate in
functional currencies other than the U.S. dollar. The net
assets of these divisions are exposed to foreign currency
translation gains and losses, which are included as a component
of accumulated other comprehensive loss in shareholders
equity. Such translation resulted in unrealized gains of
$19 million in 2002. In 2002 the Company realized
$6 million of previously unrealized foreign currency
translation losses primarily as a result of the disposition of
Pascual Hermanos and Saman. The Company has historically not
attempted to hedge this equity risk.

Other Matters

European Union
Quota:The European Union
(EU) maintains banana regulations that impose quotas
and tariffs on bananas. In April 2001, the EU reached agreements
with the United States and Ecuador to implement a tariff-only
import system no later than January 1, 2006. In the interim
period beginning July 1, 2001, European companies
(including subsidiaries of the Company) that operated and bought
bananas and sold them into the EU market during the years
1994-1996 are eligible for banana import licenses. The licenses
are renewed annually. Such renewal is automatic for the class of
companies (including subsidiaries of the Company) that imported
bananas into the EU in the 1994-1996 reference period (the
traditional operators); the traditional operators
possess, in the aggregate, EU licenses to import more than 83%
of the total licensed import volume of bananas. The rest of the
annual import licenses are issued to a class of companies
(including other subsidiaries of the Company) that do not
qualify under the 1994-1996 reference period test but that have
imported bananas during the two most recent years, in an amount
exceeding $1.2 million in at least one of those years (the
non-traditional operators). To renew its licenses, a
non-traditional operator must establish each year that it has
used at least 50% of the licenses it possessed in the prior
year. The Company currently anticipates being able to meet these
requirements. By passing this 50% test, a non-traditional
operator is included in the pool of non-traditional operators
whose licenses will be renewed. The exact number of licenses
that will be issued in a given year to a non-traditional
operator in the pool will depend on how many other
non-traditional operators apply for renewal in that year. The
Companys earnings have not been negatively impacted by the
new interim regime, and it believes the ongoing impact of this
regime will not be dilutive to its current earnings levels.

Euro Conversion:On
January 1, 2002, twelve participating members of the EU
converted to the euro as their common legal currency. Aside from
minor conversion efforts in 2001, the Company did not experience
any significant impacts upon conversion.

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Financial
Instruments:The Companys
financial instruments primarily comprise of short-term trade and
grower receivables, notes receivable and notes payable, as well
as long-term grower receivables, notes receivable, notes payable
and debentures. For short-term instruments, the historical
carrying amount is a reasonable estimate of fair value. Fair
values for long-term financial instruments not readily
marketable are estimated based upon discounted future cash flows
at prevailing market interest rates. Based on these assumptions,
management believes the fair market values of the Companys
financial instruments are not materially different from their
recorded amounts as of December 28, 2002 and
December 29, 2001.

As of December 28, 2002, the Companys
derivative instruments, as defined by Statement of Financial
Accounting Standards No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activities and
as amended by FASB Statement of Financial Accounting Standards
No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities  An amendment of FASB
Statement No. 133, consisted of foreign currency exchange
forwards. The Company enters into foreign currency exchange
forward contracts to reduce its risk related to anticipated
working capital collections and payments denominated in foreign
currencies. At December 28, 2002, these contracts were
denominated in Japanese yen and are designated as hedges under
FAS 133. The Companys foreign currency exchange
forwards, in an aggregate outstanding notional amount of
$78 million, were designated and effective as hedges of
future cash flows. At December 28, 2002, the fair value of
the Companys outstanding foreign currency exchange
forwards, of $(0.9) million, is included as a component of
accumulated other comprehensive loss in shareholders
equity. Settlement of these contracts will occur in 2003.

The counterparties to the foreign currency
exchange forward contracts consist of a number of major
international financial institutions. The Company has
established counterparty guidelines and regularly monitors its
positions and the financial strength of these institutions.
While counterparties to hedging contracts expose the Company to
credit-related losses in the event of a counterpartys
non-performance, the risk would be limited to the unrealized
gains on such affected contracts. The Company does not
anticipate any such losses. The Company does not hold or issue
derivative financial instruments for trading or speculative
purposes.

Related Party
Transactions:In September 1998 the
Company acquired 60% of Saba Trading AB, a Swedish company.
The remaining 40% minority interest is held 25% by another
Swedish company and 15% by a Swedish co-op. As part of its
normal operations, Saba routinely sells fresh fruit, vegetables
and flowers to entities in which these minority shareholders are
principal owners. Revenues from the Swedish company-related
entities were $72 million, $57 million and
$65 million in 2002, 2001 and 2000, respectively. Revenues
from the co-op related entities were $139 million,
$129 million and $133 million in 2002, 2001 and 2000,
respectively. Amounts due from the Swedish company and co-op
related entities were $8.1 million and $9.6 million,
respectively, at December 28, 2002 and $4.4 million
and $8.6 million, respectively, at December 29, 2001.

David H. Murdock, the Companys Chairman and
Chief Executive Officer, owns Castle & Cooke, Inc.
(Castle) as well as a transportation equipment
leasing company, a private dining club and a private country
club, which supply products and provide services to numerous
customers and patrons. During fiscal 2002, 2001 and 2000, the
Company paid Mr. Murdocks companies an aggregate of
approximately $4 million, $3 million and
$2 million, respectively, primarily for the rental of truck
chassis, generator sets and warehousing services. Castle
purchased approximately $0.4 million, $0.2 million and
$0.3 million of products from the Company in 2002, 2001 and
2000, respectively.

In October 2001, the Company and Castle entered
into an agreement to replace an aircraft held 50% by each party.
The ownership percentage in the new aircraft is 68% by the
Company and 32% by Castle. Under co-ownership agreements, the
Company and Castle have agreed that each party would be
responsible for the direct costs associated with its use of
these aircraft, and that all other indirect costs would be
shared in proportion to each partys ownership percentage.
During 2002, 2001 and 2000, the Companys proportionate
share of the direct and indirect costs for these aircraft was
$0.9 million, $1.3 million and $1.0 million,
respectively. The Companys Audit Committee and/or Board of
Directors have approved all transactions with Mr. Murdock.

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






|         |                                                               
|-------- | --------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures
    About Market Risk

See Item 7, Managements Discussion and
Analysis  Market Risk on page 42 of this
Form 10-K.

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|        |                                                
|------- | -----------------------------------------------
|Item 8. | Financial Statements and Supplementary
    Data



|   |                                                                          
|-- | -------------------------------------------------------------------------
|I. | Index to Consolidated Financial Statements of
    Dole Food Company, Inc.

|                                                                                                                                       |  |           |    | 
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | -- | 
|                                                                                                                                       |  | Form 10-K
|                                                                                                                                       |  | Page     
|                                                                                                                                       |  |          
|Audited Financial Statements for the Three Years
    Ended December 28, 2002:                                                          |  |           |    | 
|Independent Auditors Report                                                                                                           |  |           | 48 | 
|Consolidated Statements of Income for the Years
    Ended December 28, 2002, December 29, 2001 and
    December 30, 2000               |  |           | 50 | 
|Consolidated Balance Sheets as of
    December 28, 2002 and December 29, 2001                                                          |  |           | 51 | 
|Consolidated Statements of Cash Flows for the
    Years Ended December 28, 2002, December 29, 2001 and
    December 30, 2000           |  |           | 52 | 
|Consolidated Statements of Shareholders
    Equity for the Years Ended December 28, 2002,
    December 29, 2001 and December 30, 2000 |  |           | 53 | 
|Notes to Consolidated Financial Statements                                                                                             |  |           | 54 | 

II.     Supplementary
Data

|                                            |  |  |    | 
|------------------------------------------- |  |  | -- | 
|                                            |  | 
|Quarterly Financial Information (Unaudited) |  |  | 82 | 

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INDEPENDENT AUDITORS REPORT

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

We have audited the accompanying consolidated
balance sheet of Dole Food Company, Inc. and subsidiaries (the
Company) as of December 28, 2002, and the
related consolidated statements of income, shareholders
equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit. The consolidated
financial statements of the Company as of December 29, 2001
and for the years ended December 29, 2001 and
December 30, 2000, before the restatements and revisions
described in Note 2 to the consolidated financial
statements, were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on
those financial statements in their report dated
January 30, 2002.

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

In our opinion, such 2002 financial statements
present fairly, in all material respects, the financial position
of the Company as of December 28, 2002, and the results of
its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 2, the Company changed
its method of accounting for goodwill and other intangible
assets in 2002 to conform to Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible
Assets (SFAS 142).

As discussed above, the consolidated financial
statements of the Company as of December 29, 2001 and for
the years ended December 29, 2001 and December 30,
2000, were audited by other auditors who have ceased operations.
As described in Note 2, the 2001 and 2000 consolidated financial
statements have been restated to give retroactive effect to the
reclassification of certain marketing costs in connection with
the adoption of Emerging Issues Task Force Issue No. 01-9,
Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendors Products).
Additionally, as described in Note 2, the 2001 and 2000
consolidated financial statements have been revised to include
the transitional disclosures required by SFAS 142 which was
adopted by the Company in 2002. We have audited the adjustments
and revised disclosures described in Note 2 to restate and
revise the 2001 and 2000 consolidated financial statements. In
our opinion, such adjustments and revised disclosures are
appropriate and have been properly applied. However, we were not
engaged to audit, review or apply any procedures to the 2001 and
2000 consolidated financial statements of the Company other than
with respect to such adjustments and revised disclosures, and
accordingly, we do not express an opinion or any other form of
assurance on the 2001 or 2000 consolidated financial statements
taken as a whole.

DELOITTE & TOUCHE LLP

Los Angeles, California

February 20, 2003, except for Note 18,
as to which the date is March 17, 2003


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THIS REPORT SET FORTH BELOW IS A COPY OF A
PREVIOUSLY ISSUED AUDIT REPORT BY ARTHUR ANDERSEN LLP. THIS
REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH ITS INCLUSION IN THIS FORM 10-K.

REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS

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

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

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

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

ARTHUR ANDERSEN LLP

Los Angeles, California

January 30, 2002


49



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DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 28, 2002,
December 29, 2001 and December 30, 2000


|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |        |         | 
|-------------------------------------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | --------- | ------ | ------- | ---- | --------- | ------ | ------- | - | --------- | ------ | ------- | 
|                                                                     |                                                           | 2002                                                                                                                           |           | 2001   |         | 2000
|                                                                     |                                                           |                                                                                                                                |           |        |         |     
|                                                                     |                                                           |                                                                                                                               
|                                                                     |                                                           | (In thousands, except per share amounts)                                                                                      
|Revenues, net                                                        |                                                           | $                                                                                                                              | 4,392,073 |        |         | $    | 4,314,821 |        |         | $ | 4,400,113 |       
|Cost of products sold                                                |                                                           |                                                                                                                                | 3,687,738 |        |         |      | 3,881,781 |        |         |   | 3,923,957 |       
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Gross margin                                                                                                                   |           |        | 704,335 |      |           |        | 433,040 |   |           |        | 476,156 | 
|Selling, marketing and general and administrative
    expenses       |                                                           |                                                                                                                                | 420,890   |        |         |      | 383,259   |        |         |   | 396,391   |       
|Gain on sale of citrus assets                                        |                                                           |                                                                                                                                |          |        |         |      |          |        |         |   | (8,578    | )     
|Hurricane Mitch insurance proceeds, net                              |                                                           |                                                                                                                                |          |        |         |      |          |        |         |   | (42,506   | )     
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Operating income                                                                                                               |           |        | 283,445 |      |           |        | 49,781  |   |           |        | 130,849 | 
|Interest income                                                      |                                                           |                                                                                                                                | 11,993    |        |         |      | 5,801     |        |         |   | 14,606    |       
|Other (expense) income  net                                         |                                                           |                                                                                                                                | (4,561    | )      |         |      | 7,396     |        |         |   | 627       |       
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Earnings before interest expense and income taxes                                                                              |           |        | 290,877 |      |           |        | 62,978  |   |           |        | 146,082 | 
|Interest expense                                                     |                                                           |                                                                                                                                | 80,890    |        |         |      | 70,708    |        |         |   | 90,445    |       
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Income (loss) from continuing operations before
    income taxes and cumulative effect of a change in accounting
    principle |           |        | 209,987 |      |           |        | (7,730  | ) |           |        | 55,637  | 
|Income taxes                                                         |                                                           |                                                                                                                                | 53,789    |        |         |      | 29,348    |        |         |   | 19,547    |       
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|Income (loss) from continuing operations, net of
    income taxes    |                                                           |                                                                                                                                | 156,198   |        |         |      | (37,078   | )      |         |   | 36,090    |       
|Income from discontinued operations, net of
    income taxes         |                                                           |                                                                                                                                |          |        |         |      | 18,856    |        |         |   | 31,565    |       
|Gain on disposal of discontinued operations, net
    of income taxes |                                                           |                                                                                                                                |          |        |         |      | 168,626   |        |         |   |          |       
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Income before cumulative effect of a change in
    accounting principle                                                        |           |        | 156,198 |      |           |        | 150,404 |   |           |        | 67,655  | 
|Cumulative effect of a change in accounting
    principle            |                                                           |                                                                                                                                | 119,917   |        |         |      |          |        |         |   |          |       
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Net income                                                                                                                     |           | $      | 36,281  |      |           | $      | 150,404 |   |           | $      | 67,655  | 
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|Earnings (loss) per common share  basic                             |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     | Continuing operations                                     |                                                                                                                                | $         | 2.78   |         |      | $         | (0.66  | )       |   | $         | 0.65   |        
|                                                                     | Discontinued operations                                   |                                                                                                                                |           |       |         |      |           | 3.35   |         |   |           | 0.56   |        
|                                                                     | Cumulative effect of a change in accounting
    principle |                                                                                                                                |           | (2.14  | )       |      |           |       |         |   |           |       |        
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Net income                                                                                                                     |           | $      | 0.64    |      |           | $      | 2.69    |   |           | $      | 1.21    | 
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|Earnings (loss) per common share 
    diluted                       |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     | Continuing operations                                     |                                                                                                                                | $         | 2.76   |         |      | $         | (0.66  | )       |   | $         | 0.65   |        
|                                                                     | Discontinued operations                                   |                                                                                                                                |           |       |         |      |           | 3.33   |         |   |           | 0.56   |        
|                                                                     | Cumulative effect of a change in accounting
    principle |                                                                                                                                |           | (2.12  | )       |      |           |       |         |   |           |       |        
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     |                                                           | Net income                                                                                                                     |           | $      | 0.64    |      |           | $      | 2.67    |   |           | $      | 1.21    | 
|                                                                     |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|Weighted-average number of common shares
    outstanding            |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     | basic                                                     |                                                                                                                                |           | 56,089 |         |      |           | 55,895 |         |   |           | 55,854 |        
|Weighted-average number of common shares
    outstanding            |                                                           |                                                                                                                                |           |        |         |      |           |        |         |   |           |       
|                                                                     | diluted                                                   |                                                                                                                                |           | 56,588 |         |      |           | 56,319 |         |   |           | 55,989 |        

See Notes to Consolidated Financial Statements

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DOLE FOOD COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

As of December 28, 2002 and December 29,
2001


|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |         |           | 
|------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ------- | --------- | - | ------- | ------- | --------- | 
|                                                                                            |                               | 2002                                                                                                                                                                           |           | 2001   
|                                                                                            |                               |                                                                                                                                                                                |           |        
|                                                                                            |                               |                                                                                                                                                                               
|                                                                                            |                               | (In thousands,                                                                                                                                                                
|                                                                                            |                               | except share data)                                                                                                                                                            
|ASSETS                                                                                     
|Cash and cash equivalents                                                                   |                               | $                                                                                                                                                                              | 646,967   |         |           | $ | 361,326 |        
|Receivables, net of allowances of $70,938 and
    $89,331                                   |                               |                                                                                                                                                                                | 505,427   |         |           |   | 531,923 |        
|Inventories                                                                                 |                               |                                                                                                                                                                                | 410,912   |         |           |   | 386,099 |        
|Prepaid expenses                                                                            |                               |                                                                                                                                                                                | 42,467    |         |           |   | 46,430  |        
|Deferred income tax assets                                                                  |                               |                                                                                                                                                                                | 36,842    |         |           |   | 46,053  |        
|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |        
|                                                                                            |                               | Total current assets                                                                                                                                                           |           |         | 1,642,615 |   |         |         | 1,371,831 | 
|Investments                                                                                 |                               |                                                                                                                                                                                | 80,939    |         |           |   | 81,061  |        
|Property, plant and equipment, net of accumulated
    depreciation of $917,983 and $882,445 |                               |                                                                                                                                                                                | 1,026,565 |         |           |   | 917,225 |        
|Goodwill, net of accumulated amortization of
    $33,300 and $49,764                        |                               |                                                                                                                                                                                | 132,080   |         |           |   | 255,946 |        
|Other assets, net                                                                           |                               |                                                                                                                                                                                | 154,653   |         |           |   | 141,759 |        
|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |        
|                                                                                            |                               | Total assets                                                                                                                                                                   |           | $       | 3,036,852 |   |         | $       | 2,767,822 | 
|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |        
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                                   
|Notes payable                                                                               |                               | $                                                                                                                                                                              | 11,601    |         |           | $ | 17,347  |        
|Current portion of long-term debt                                                           |                               |                                                                                                                                                                                | 230,813   |         |           |   | 9,792   |        
|Accounts payable                                                                            |                               |                                                                                                                                                                                | 262,461   |         |           |   | 249,582 |        
|Accrued liabilities                                                                         |                               |                                                                                                                                                                                | 448,483   |         |           |   | 537,654 |        
|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |        
|                                                                                            |                               | Total current liabilities                                                                                                                                                      |           |         | 953,358   |   |         |         | 814,375   | 
|Long-term debt                                                                              |                               |                                                                                                                                                                                | 882,480   |         |           |   | 816,124 |        
|Other long-term liabilities                                                                 |                               |                                                                                                                                                                                | 426,613   |         |           |   | 369,275 |        
|Minority interests                                                                          |                               |                                                                                                                                                                                | 29,290    |         |           |   | 32,018  |        
|Commitments and contingencies (Notes 15 and 16)                                             |                               |                                                                                                                                                                                |           |         |           |   |         |        
|Shareholders equity                                                                        |                               |                                                                                                                                                                                |           |         |           |   |         |        
|                                                                                            | Preferred stock, no par value |                                                                                                                                                                                |           |        |           |   |         |        |          
|                                                                                            |                               | Authorized: 30 million shares, issued and
    outstanding: None                                                                                                                |           |         |           |   |         |         |           | 
|                                                                                            | Common stock, no par value    |                                                                                                                                                                                |           | 316,853 |           |   |         | 316,512 |          
|                                                                                            |                               | Authorized: 80 million shares,
    56.2 million shares issued and outstanding at
    December 28, 2002 and 55.9 million shares issued and
    outstanding at December 29, 2001 |           |         |           |   |         |         |           | 
|Additional paid-in capital                                                                  |                               |                                                                                                                                                                                | 66,319    |         |           |   | 57,220  |        
|Retained earnings                                                                           |                               |                                                                                                                                                                                | 449,334   |         |           |   | 446,689 |        
|Accumulated other comprehensive loss                                                        |                               |                                                                                                                                                                                | (87,395   | )       |           |   | (84,391 | )      
|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |        
|                                                                                            |                               | Total shareholders equity                                                                                                                                                     |           |         | 745,111   |   |         |         | 736,030   | 
|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |        
|                                                                                            |                               | Total liabilities and shareholders equity                                                                                                                                     |           | $       | 3,036,852 |   |         | $       | 2,767,822 | 
|                                                                                            |                               |                                                                                                                                                                                |           |         |           |   |         |        

See Notes to Consolidated Financial Statements

51



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##### Table of Contents



DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Years Ended December 28, 2002,
December 29, 2001 and December 30, 2000


|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |         |  
|------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | -------------- | -------- | ------- | - | ---- | -------- | ------- | - | - | -------- | ------- | -
|                                                                                                        |                                                                      | 2002           |          | 2001    |   | 2000
|                                                                                                        |                                                                      |                |          |         |   |     
|                                                                                                        |                                                                      |               
|                                                                                                        |                                                                      | (In thousands)
|Operating Activities                                                                                    |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Net income                                                                                              |                                                                      | $              | 36,281   |         |   | $    | 150,404  |         |   | $ | 67,655   |        
|Less: Income from discontinued operations, net of
    income taxes                                      |                                                                      |                |         |         |   |      | 187,482  |         |   |   | 31,565   |        
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Income (loss) from continuing operations                                                                |                                                                      |                | 36,281   |         |   |      | (37,078  | )       |   |   | 36,090   |        
|Adjustments to reconcile net income to net cash
    provided by
    operating activities:               |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|                                                                                                        | Cumulative effect of a change in accounting
    principle            |                |          | 119,917 |   |      |          |        |   |   |          |        |  
|                                                                                                        | Depreciation and amortization                                        |                |          | 107,676 |   |      |          | 117,954 |   |   |          | 125,343 |  
|                                                                                                        | Income tax benefit on the exercise of certain
    stock options      |                |          | 1,797   |   |      |          |        |   |   |          |        |  
|                                                                                                        | Provision for bad debts                                              |                |          | 20,714  |   |      |          | 24,716  |   |   |          | 32,091  |  
|                                                                                                        | Net gain on sale of assets                                           |                |          | (907    | ) |      |          | (1,413  | ) |   |          | (12,098 | )
|                                                                                                        | Non-cash portion of special charges related to
    asset write-downs |                |          |        |   |      |          | 60,527  |   |   |          | 12,430  |  
|                                                                                                        | Gain on sale of available-for-sale securities                        |                |          |        |   |      |          | (8,173  | ) |   |          |        |  
|                                                                                                        | Equity earnings, net of distributions                                |                |          | (8,930  | ) |      |          | (3,077  | ) |   |          | (7,260  | )
|                                                                                                        | Provision for deferred income taxes                                  |                |          | 16,488  |   |      |          | 17,347  |   |   |          | 4,447   |  
|                                                                                                        | Hurricane Mitch insurance proceeds                                   |                |          |        |   |      |          |        |   |   |          | (52,856 | )
|                                                                                                        | Other                                                                |                |          | 8,876   |   |      |          | 10,329  |   |   |          | 17,843  |  
|Changes in operating assets and liabilities, net
    of effects
    from acquisitions and dispositions: |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|                                                                                                        | Receivables                                                          |                |          | (6,717  | ) |      |          | 1,836   |   |   |          | 10,269  |  
|                                                                                                        | Inventories                                                          |                |          | (38,159 | ) |      |          | 44,637  |   |   |          | 35,860  |  
|                                                                                                        | Prepaid expenses and other assets                                    |                |          | 3,048   |   |      |          | 226     |   |   |          | (15,832 | )
|                                                                                                        | Accounts payable and accrued liabilities                             |                |          | (40,771 | ) |      |          | 10,186  |   |   |          | (49,117 | )
|                                                                                                        | Other long-term liabilities                                          |                |          | 7,855   |   |      |          | 5,497   |   |   |          | (16,409 | )
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Cash flow provided by operating activities of
    continuing operations                                 |                                                                      |                | 227,168  |         |   |      | 243,514  |         |   |   | 120,801  |        
|Cash flow provided by operating activities of
    discontinued operations                               |                                                                      |                |         |         |   |      | 23,946   |         |   |   | 48,870   |        
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Cash flow provided by operating activities                                                              |                                                                      |                | 227,168  |         |   |      | 267,460  |         |   |   | 169,671  |        
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Investing Activities                                                                                    |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Proceeds from sale of available-for-sale
    securities                                                 |                                                                      |                |         |         |   |      | 34,411   |         |   |   |         |        
|Investments in available-for-sale securities                                                            |                                                                      |                |         |         |   |      | (26,238  | )       |   |   |         |        
|Proceeds from sales of assets                                                                           |                                                                      |                | 35,845   |         |   |      | 35,126   |         |   |   | 57,151   |        
|Proceeds from sales of businesses, net of cash
    disposed                                             |                                                                      |                | 23,724   |         |   |      |         |         |   |   |         |        
|Capital additions                                                                                       |                                                                      |                | (233,673 | )       |   |      | (119,752 | )       |   |   | (110,555 | )      
|Proceeds from disposal of discontinued
    operations, net of cash disposed                             |                                                                      |                |         |         |   |      | 536,951  |         |   |   |         |        
|Hurricane Mitch insurance proceeds                                                                      |                                                                      |                |         |         |   |      |         |         |   |   | 52,856   |        
|Other                                                                                                   |                                                                      |                | 3,728    |         |   |      | (2,018   | )       |   |   | (910     | )      
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Cash flow (used in) provided by investing
    activities of continuing operations                       |                                                                      |                | (170,376 | )       |   |      | 458,480  |         |   |   | (1,458   | )      
|Cash flow used in investing activities of
    discontinued operations                                   |                                                                      |                |         |         |   |      | (11,052  | )       |   |   | (13,077  | )      
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Cash flow (used in) provided by investing
    activities                                                |                                                                      |                | (170,376 | )       |   |      | 447,428  |         |   |   | (14,535  | )      
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Financing Activities                                                                                    |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Short-term debt borrowings                                                                              |                                                                      |                | 23,901   |         |   |      | 11,000   |         |   |   | 49,824   |        
|Short-term debt repayments                                                                              |                                                                      |                | (133,557 | )       |   |      | (27,338  | )       |   |   | (61,730  | )      
|Long-term debt borrowings                                                                               |                                                                      |                | 400,583  |         |   |      | 3,394    |         |   |   | 246,536  |        
|Long-term debt repayments                                                                               |                                                                      |                | (28,496  | )       |   |      | (337,751 | )       |   |   | (376,347 | )      
|Dividends paid to common shareholders                                                                   |                                                                      |                | (33,636  | )       |   |      | (22,341  | )       |   |   | (22,338  | )      
|Dividends paid to minority shareholders                                                                 |                                                                      |                | (9,379   | )       |   |      | (132     | )       |   |   | (3,639   | )      
|Proceeds from issuance of common stock                                                                  |                                                                      |                | 5,192    |         |   |      | 332      |         |   |   | 127      |        
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Cash flow provided by (used in) financing
    activities of continuing operations                       |                                                                      |                | 224,608  |         |   |      | (372,836 | )       |   |   | (167,567 | )      
|Cash flow used in financing activities of
    discontinued operations                                   |                                                                      |                |         |         |   |      | (4,847   | )       |   |   | (2,174   | )      
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Cash flow provided by (used in) financing
    activities                                                |                                                                      |                | 224,608  |         |   |      | (377,683 | )       |   |   | (169,741 | )      
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Effect of foreign exchange rate changes on cash                                                         |                                                                      |                | 4,241    |         |   |      | (1,030   | )       |   |   | (591     | )      
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Increase (decrease) in cash and cash equivalents                                                        |                                                                      |                | 285,641  |         |   |      | 336,175  |         |   |   | (15,196  | )      
|Cash and cash equivalents at beginning of period                                                        |                                                                      |                | 361,326  |         |   |      | 25,151   |         |   |   | 40,347   |        
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        
|Cash and cash equivalents at end of period                                                              |                                                                      | $              | 646,967  |         |   | $    | 361,326  |         |   | $ | 25,151   |        
|                                                                                                        |                                                                      |                |          |         |   |      |          |         |   |   |          |        

See Notes to Consolidated Financial Statements

52



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##### Table of Contents



DOLE FOOD COMPANY, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY

For the Years Ended December 28, 2002,
December 29, 2001 and December 30, 2000


|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |         |  
|--------------------------- | -------------------------------------------------------------------------------------------- | ------------------------------------- | ------ | ------ |  | ---------- | ------- | -------- |  | ------------- | ------ | ------------- |  | ------------- | ------- | ------- | - | - | -------- | ------- | - | - | ------- | ------- | - | - | ------- | ------- | -
|                            |                                                                                              |                                       |        |        |  |            |         |          |  | Accumulated   |        |               |  |              
|                            |                                                                                              | Common                                |        |        |  | Additional |         |          |  | Other         |        | Total         |  |              
|                            |                                                                                              | Shares                                |        | Common |  | Paid-In    |         | Retained |  | Comprehensive |        | Shareholders |  | Comprehensive
|                            |                                                                                              | Outstanding                           |        | Stock  |  | Capital    |         | Earnings |  | Loss          |        | Equity        |  | Income       
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |              
|                            |                                                                                              |                                      
|                            |                                                                                              | (In thousands, except per share data)
|Balance, January 1, 2000    |                                                                                              |                                       | 55,835 |        |  | $          | 316,478 |          |  | $             | 56,795 |               |  | $             | 273,309 |         |   | $ | (114,657 | )       |   | $ | 531,925 |         |   |   |         |        
|                            | Net income                                                                                   |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         | 67,655  |   |   |          |        |   |   |         | 67,655  |   |   | $       | 67,655  |  
|                            | Cash dividends declared ($0.40 per share)                                                    |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         | (22,338 | ) |   |          |        |   |   |         | (22,338 | ) |   |         |        |  
|                            | Unrealized foreign currency translation gain
    (loss), net                                 |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | (19,788 | ) |   |         | (19,788 | ) |   |         | (19,788 | )
|                            | Additional minimum pension liability adjustments                                             |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | (2,793  | ) |   |         | (2,793  | ) |   |         | (2,793  | )
|                            | Issuance of common stock                                                                     |                                       |        | 10     |  |            |         | 10       |  |               |        | 117           |  |               |         |        |   |   |          |        |   |   |         | 127     |   |   |         |        |  
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |        
|Comprehensive income  2000 |                                                                                              |                                       |       |        |  |            |        |          |  |               |       |               |  |               |        |         |   |   |         |         |   |   |        |         |   | $ | 45,074  |        
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |        
|Balance, December 30, 2000  |                                                                                              |                                       | 55,845 |        |  | $          | 316,488 |          |  | $             | 56,912 |               |  | $             | 318,626 |         |   | $ | (137,238 | )       |   | $ | 554,788 |         |   |   |         |        
|                            | Net income                                                                                   |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         | 150,404 |   |   |          |        |   |   |         | 150,404 |   |   | $       | 150,404 |  
|                            | Cash dividends declared ($0.40 per share)                                                    |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         | (22,341 | ) |   |          |        |   |   |         | (22,341 | ) |   |         |        |  
|                            | Unrealized foreign currency translation gain
    (loss), net                                 |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | (13,809 | ) |   |         | (13,809 | ) |   |         | (13,809 | )
|                            | Reclassification of translation losses realized
    upon the disposition of a foreign entity |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | 72,467  |   |   |         | 72,467  |   |   |         | 72,467  |  
|                            | Unrealized net gains on cash flow hedging
    instruments                                    |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | 15,282  |   |   |         | 15,282  |   |   |         | 15,282  |  
|                            | Additional minimum pension liability adjustments                                             |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | (21,093 | ) |   |         | (21,093 | ) |   |         | (21,093 | )
|                            | Issuance of common stock                                                                     |                                       |        | 24     |  |            |         | 24       |  |               |        | 308           |  |               |         |        |   |   |          |        |   |   |         | 332     |   |   |         |        |  
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |        
|Comprehensive income  2001 |                                                                                              |                                       |       |        |  |            |        |          |  |               |       |               |  |               |        |         |   |   |         |         |   |   |        |         |   | $ | 203,251 |        
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |        
|Balance, December 29, 2001  |                                                                                              |                                       | 55,869 |        |  | $          | 316,512 |          |  | $             | 57,220 |               |  | $             | 446,689 |         |   | $ | (84,391  | )       |   | $ | 736,030 |         |   |   |         |        
|                            | Net income                                                                                   |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         | 36,281  |   |   |          |        |   |   |         | 36,281  |   |   | $       | 36,281  |  
|                            | Cash dividends declared ($0.60 per share)                                                    |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         | (33,636 | ) |   |          |        |   |   |         | (33,636 | ) |   |         |        |  
|                            | Unrealized foreign currency translation gain
    (loss), net                                 |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | 19,002  |   |   |         | 19,002  |   |   |         | 19,002  |  
|                            | Reclassification of translation losses realized
    upon the disposition of foreign entities |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | 5,917   |   |   |         | 5,917   |   |   |         | 5,917   |  
|                            | Unrealized net losses on cash flow hedging
    instruments                                   |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | (16,152 | ) |   |         | (16,152 | ) |   |         | (16,152 | )
|                            | Additional minimum pension liability adjustments                                             |                                       |        |       |  |            |         |         |  |               |        |              |  |               |         |        |   |   |          | (11,771 | ) |   |         | (11,771 | ) |   |         | (11,771 | )
|                            | Income tax benefit on the exercise of certain
    stock options                              |                                       |        |       |  |            |         |         |  |               |        | 1,797         |  |               |         |        |   |   |          |        |   |   |         | 1,797   |   |   |         |        |  
|                            | Issuance of common stock                                                                     |                                       |        | 341    |  |            |         | 341      |  |               |        | 7,302         |  |               |         |        |   |   |          |        |   |   |         | 7,643   |   |   |         |        |  
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |        
|Comprehensive income  2002 |                                                                                              |                                       |       |        |  |            |        |          |  |               |       |               |  |               |        |         |   |   |         |         |   |   |        |         |   | $ | 33,277  |        
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |        
|Balance, December 28, 2002  |                                                                                              |                                       | 56,210 |        |  | $          | 316,853 |          |  | $             | 66,319 |               |  | $             | 449,334 |         |   | $ | (87,395  | )       |   | $ | 745,111 |         |   |   |         |        
|                            |                                                                                              |                                       |        |        |  |            |         |          |  |               |        |               |  |               |         |         |   |   |          |         |   |   |         |         |   |   |         |        

See Notes to Consolidated Financial Statements

53



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##### Table of Contents



DOLE FOOD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

Note 1  Nature of
Operations

Dole Food Company, Inc. was incorporated under
the laws of Hawaii in 1894 and was reincorporated under the laws
of Delaware in July 2001.

Dole Food Company, Inc. and its consolidated
subsidiaries (the Company) are engaged in the
worldwide sourcing, processing, distributing and marketing of
high-quality, branded food products, including fresh fruit and
vegetables, as well as packaged foods. Additionally, the Company
markets a full-line of premium fresh-cut flowers.

Operations are conducted throughout North
America, Latin America, Europe (including eastern European
countries), Asia (primarily in Japan, the Philippines and
Thailand) and Africa (primarily in South Africa and west African
countries). As a result of its global operating and financing
activities, the Company is exposed to certain risks including
changes in commodity pricing, fluctuations in interest rates,
fluctuations in foreign currency exchange rates, as well as
other environmental and business risks in both sourcing and
selling locations.

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

Note 2  Summary of Significant
Accounting Policies

Principles of
Consolidation:The Companys
consolidated financial statements include the accounts of Dole
Food Company, Inc. and its majority-owned subsidiaries.
Intercompany accounts and transactions have been eliminated in
consolidation.

Annual Closing Date:The Companys fiscal year ends on the Saturday closest to
December 31. Fiscal years 2002, 2001 and 2000 ended on
December 28, 2002, December 29, 2001 and
December 30, 2000, respectively, and included 52 weeks each.

Concentration of Credit
Risk:Financial instruments that
potentially subject the Company to a concentration of credit
risk principally consist of cash equivalents, foreign currency
exchange contracts, grower advances and trade receivables. The
Company maintains its temporary cash investments with high
quality financial institutions, which are invested in primarily
short-term U.S. government instruments and certificates of
deposit. The counter parties to the Companys foreign
currency exchange contracts are major financial institutions.
Grower advances are principally with farming enterprises located
throughout Latin America and Asia and are secured by the
underlying crop harvests. Credit risk related to trade
receivables is mitigated due to the large number of customers
dispersed worldwide. To reduce credit risk, the Company performs
periodic credit evaluations of its customers but does not
generally require advance payments or collateral. Additionally,
the Company maintains allowances for credit losses.

Revenue Recognition:Revenue is recognized when product has been delivered and legal
title and risk of loss transfer to the customer, collection is
reasonably assured, persuasive evidence of an arrangement exists
and the price is fixed or determinable. Revenue is recorded net
of discounts, rebates and certain sales incentives in accordance
with Emerging Issues Task Force (EITF) Issue
No. 01-9, Accounting for Consideration Given by a Vendor to
a Customer (Including a Reseller of the Vendors Products)
(EITF 01-9).

EITF 01-9 requires companies to report certain
consideration given by a vendor to a customer as a reduction in
revenues rather than as marketing expense. This consensus was
required to be adopted no later than the first quarter of 2002
and upon adoption, companies were required to retroactively
reclassify such amounts in previously issued financial
statements to comply with the income statement classification

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

requirements of the consensus. The Company
adopted the provisions of EITF 01-9 during the first quarter of
2002. The impact of the adoption was limited to
reclassifications of costs previously included in selling,
marketing and general and administrative expenses as a reduction
of revenues. The change in presentation had no impact on the
Companys reported operating or net income. Prior year
comparative amounts have been reclassified to comply with EITF
01-9. The effect of the adoption of EITF 01-9 was a reduction of
$134 million and $102 million, respectively, in both
revenues and selling, marketing and general and administrative
expenses for the previously reported fiscal years ended 2001 and
2000.

Agricultural Costs:Recurring agricultural costs for bananas, pineapples and flowers
are charged to operations as incurred. Recurring agricultural
costs related to other crops are recognized when the crops are
harvested and sold. Non-recurring agricultural costs, primarily
comprised of soil and farm improvements and other long-term crop
growing costs, are deferred and amortized over the estimated
production period, currently from two to seven years.

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

Marketing and Advertising
Costs:Marketing and advertising
costs, which include media, production and other promotional
costs, are generally expensed in the period in which the
marketing or advertising first takes place. In limited
circumstances, the Company capitalizes payments related to the
right to stock products in customer outlets or to provide
funding for various merchandising programs over a specified
contractual period. In such cases, the Company amortizes the
costs over the life of the underlying contract. The amortization
of these costs, as well as other marketing and advertising costs
that relate to discounts, rebates and certain sales incentives,
are classified as a reduction in revenue in accordance with EITF
01-9. Advertising and marketing costs, included in selling,
marketing and general and administrative expenses, amounted to
$72 million, $61 million and $87 million in 2002,
2001 and 2000, respectively.

Research and Development
Costs:Research and development costs
are expensed as incurred. Research and development costs were
not material in 2002, 2001 and 2000.

Stock-Based
Compensation:The Company uses the
intrinsic value method of accounting for stock options granted
to employees, and accordingly does not recognize compensation
expense if the exercise price of the Companys stock
options is equal to or greater than the market price of the
underlying stock on the date of grant. The Company has decided
to adopt the fair value method of accounting for stock options
in the first quarter of 2003. See Note 12 for pro-forma
information on the impact of the fair value method of accounting
for stock options.

Income Taxes:Deferred income taxes are recognized for the income tax effect
of temporary differences between financial statement carrying
amounts and the income tax bases of assets and liabilities.
Income taxes, which would be due upon the repatriation of
foreign subsidiary earnings, have not been provided where the
undistributed earnings are considered indefinitely invested. A
valuation allowance is provided for deferred income tax assets
for which it is deemed more likely than not that future taxable
income will not be sufficient to realize the related income tax
benefits from these assets.

Earnings Per Common
Share:Basic earnings per common share
is calculated by dividing net income by the weighted-average
number of common shares outstanding during the year. The basic
weighted-average number of common shares outstanding was
56.1 million for 2002 and 55.9 million for both 2001
and 2000. Diluted earnings per common share is calculated using
the weighted-average number of common and common equivalent
shares outstanding during the year. Potential common shares are
excluded from the computation in periods in which they have an
anti-dilutive effect. The difference between basic and diluted

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

earnings per common share for the Company is
solely attributable to stock options. Stock options for which
the exercise price exceeds the average market price over the
period have an anti-dilutive effect. For 2002, 2001 and 2000,
options for 1.1 million, 1.9 million and
2.5 million shares, respectively, were excluded from the
diluted earnings per common share calculation because they were
anti-dilutive. The diluted weighted-average number of common and
common equivalent shares outstanding was 56.6 million for
2002, 56.3 million for 2001 and 56.0 million for 2000.

Comprehensive
Income:Other comprehensive income is
comprised of changes to shareholders equity, other than
contributions from or distributions to shareholders, excluded
from the determination of net income under accounting principles
generally accepted in the United States of America. The
Companys other comprehensive income is principally
comprised of unrealized foreign currency translation gains and
losses, unrealized gains and losses on cash flow hedging
instruments and additional minimum pension liability.
Comprehensive income is presented in the Companys
Consolidated Statements of Shareholders Equity.

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

Grower Advances:Grower advances are stated at the gross advance amount less
allowances for potential uncollectible balances. Such advances
are generally secured by productive assets.

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

Investments:Investments in affiliates and joint ventures with ownership of
20% to 50% are recorded using the equity method, provided the
Company has the ability to exercise significant influence. All
other non-consolidated investments are accounted for using the
cost method. At December 28, 2002 and December 29,
2001, substantially all of the Companys investments relate
to equity method investments. The Company accounts for
investments in equity securities that have readily determinable
fair values and debt securities as available-for-sale.
Unrealized gains and losses, net of tax, on available-for-sale
investments are reflected in accumulated other comprehensive
loss. At December 28, 2002 and December 29, 2001, the
Company did not hold any available-for-sale securities.

Property, Plant and
Equipment:Property, plant and
equipment is stated at cost, less accumulated depreciation.
Depreciation is computed principally by the straight-line method
over the estimated useful lives of these assets. The Company
reviews long-lived assets to be held and used for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If an evaluation of
recoverability is required, the estimated undiscounted future
cash flows directly associated with the asset is compared to the
assets carrying amount. If this comparison indicates that
there is an impairment, the amount of the impairment is
calculated by comparing the carrying value to discounted
expected future cash flows or comparable market values,
depending on the nature of the asset. All long-lived assets, for
which management has committed itself to a plan of disposal by
sale, are reported at the lower of carrying amount or fair value
less cost to sell. Long-lived assets to be disposed of other
than by sale are classified as held and used until the date of
disposal.

In August 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 144 (FAS 144),
Accounting for the Impairment or Disposal of Long-Lived Assets.
This statement supersedes Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
and amends other guidance related to the accounting and
reporting of long-lived assets. The Company adopted FAS 144 as
of December 30, 2001, the first day of its 2002 fiscal
year. The adoption of FAS 144 did not have a material impact on
the Companys financial condition or results of operations.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Goodwill:Goodwill
represents the excess cost of a business acquisition over the
fair value of the net identifiable assets acquired. The Company
adopted Statement of Financial Accounting Standards No. 142
(FAS 142), Goodwill and Other Intangible Assets,
effective December 30, 2001, the first day of its 2002
fiscal year. As a result, goodwill is no longer amortized, but
reviewed for impairment annually, or more frequently if certain
impairment indicators arise. Goodwill amortization expense for
2001 and 2000 totaled $11 million and $12 million,
respectively.

In the second quarter of 2002, the Company
completed its transitional goodwill impairment review resulting
in a non-cash impairment charge of $120 million, which has been
reflected in the Consolidated Statements of Income as a
cumulative effect of a change in accounting principle.
Additionally, the 2001 and 2000 financial statements have been
revised to include the transitional disclosures required by FAS
142 (see Note 9).

Financial
Instruments:The Companys
financial instruments are primarily comprised of short-term
trade and grower receivables, notes receivable and notes
payable, as well as long-term grower receivables, notes
receivable, notes payable and debentures. For short-term
instruments, the historical carrying amount is a reasonable
estimate of fair value. Fair values for long-term financial
instruments not readily marketable are estimated based upon
discounted future cash flows at prevailing market interest
rates. Based on these assumptions, management believes the fair
market values of the Companys financial instruments are
not materially different from their recorded amounts as of
December 28, 2002 and December 29, 2001.

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

The Companys derivative instruments, as
defined by FAS 133, consisted of foreign currency exchange
forwards. The Company enters into foreign currency exchange
forward contracts to reduce its risk related to anticipated
working capital collections and payments denominated in foreign
currencies. At December 28, 2002, these contracts are
denominated in Japanese yen and are designated as cash flow
hedges under FAS 133. The Companys foreign currency
exchange forwards, in an aggregate outstanding notional amount
of $78 million, were designated and effective as hedges of
future cash flows. The fair value of the Companys
outstanding foreign currency exchange forwards totaled $(0.9)
million and $15 million as of December 28, 2002 and
December 29, 2001, respectively, and were included as a
component of accumulated other comprehensive loss in
shareholders equity. Settlement of these contracts will
occur in 2003. The Company does not hold or issue derivative
financial instruments for trading or speculative purposes.

Foreign Exchange:For subsidiaries with transactions denominated in currencies
other than their functional currency, net foreign exchange
transaction gains or losses are included in determining net
income. These transactions resulted in a net gain of
$19 million in 2002, and net losses of $3 million and
$8 million in 2001 and 2000, respectively. Net foreign
exchange gains or losses resulting from the translation of
assets and liabilities of foreign subsidiaries whose functional
currency is not the U.S. dollar are recognized as a component of
accumulated other comprehensive loss in shareholders
equity. The impact of such foreign exchange differences has been
excluded from the applicable changes in operating assets and
liabilities, and the

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

impact on cash has been reflected on the effect
of foreign exchange rate changes line as shown in the
Consolidated Statements of Cash Flows.

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

Reclassifications:Certain prior year amounts have been reclassified to conform
with the 2002 presentation. These reclassifications had no
impact on previously reported net income or total
shareholders equity.

Recently Issued Accounting
Pronouncements:In June 2001, the FASB
issued Statement of Financial Accounting Standards No. 143
(FAS 143), Accounting for Asset Retirement
Obligations. This standard provides accounting guidelines for
the cost of legal obligations associated with the retirement of
long-lived assets. FAS 143 requires that companies recognize the
fair value of a liability for asset retirement obligations in
the period in which the obligations are incurred and capitalize
that amount as part of the book value of the long-lived asset.
The resulting net cost is then depreciated over the remaining
life of the underlying long-lived asset. FAS 143 is effective
for fiscal years beginning after June 15, 2002. As
required, the Company will adopt the provisions of FAS 143 on
December 29, 2002, the first day of its 2003 fiscal year.
The Company does not expect the adoption of FAS 143 to have a
material impact on its financial condition or results of
operations.

In April 2002, the FASB issued Statement of
Financial Accounting Standards No. 145 (FAS
145), Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical
Corrections. FAS 145 rescinds both Statement of Financial
Accounting Standards No. 4 (FAS 4), Reporting
Gains and Losses from Extinguishment of Debt, and Statement of
Financial Accounting Standards No. 64, Extinguishments of
Debt Made to Satisfy Sinking-Fund Requirements. In so doing, FAS
145 eliminates the requirement that gains and losses from the
extinguishment of debt be aggregated and, if material,
classified as an extraordinary item, net of the related income
tax effect, unless the criteria in Accounting Principles Board
Opinion No. 30 (APB 30), Reporting the Results
of Operations  Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, are met. FAS 145
amends Statement of Financial Accounting Standards No. 13
(FAS 13), Accounting for Leases, to require that
certain lease modifications that have economic effects similar
to sale-leaseback transactions are accounted for in the same
manner as sale-leaseback transactions. FAS 145 also amends other
existing authoritative pronouncements to make various technical
corrections, clarify meanings or describe their applicability
under changed conditions. The provisions of FAS 145 related to
the rescission of FAS 4 are effective for fiscal years beginning
after May 15, 2002. The provisions of FAS 145 related to
the amendment of FAS 13 are effective for transactions occurring
after May 15, 2002. All other provisions of FAS 145 are
effective for financial statements issued on or after
May 15, 2002. The Company early adopted the provisions of
FAS 145 and included losses from early retirement of debt of
$3.4 million for the year ended December 28, 2002 in
other (expense) income  net in the Consolidated
Statements of Income.

In June 2002, the FASB issued Statement of
Financial Accounting Standards No. 146 (FAS
146), Accounting for Costs Associated with Exit or
Disposal Activities. FAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to
Exit an Activity (including Certain Costs Incurred in a
Restructuring) (EITF 94-3). This statement requires
that the fair value of an initial liability for a cost
associated with an exit or disposal activity be recognized when
the liability is incurred as opposed to when the entity commits
to an exit plan, thereby eliminating the definition and
requirements for recognition of exit costs. The provisions of
FAS 146 are effective for exit or disposal activities that are
initiated

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

after December 31, 2002. The Company is in
the process of evaluating the impact of this statement and does
not expect the adoption of FAS 146 to have a material impact on
the Companys financial condition or results of operations.

In November 2002, the FASB issued FASB
Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others. FIN 45 elaborates on the disclosures to be made by
a guarantor about its obligations under certain guarantees.
FIN 45 also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the
fair value of the obligation undertaken in issuing the
guarantee. FIN 45 specifically identifies certain
obligations that are excluded from the provisions related to
recognizing a liability at inception, however, these guarantees
are subject to the disclosure requirements of FIN 45. The
initial recognition and measurement provisions of FIN 45 are
applicable on a prospective basis to guarantees issued or
modified after December 31, 2002. The disclosure
requirements are effective for all annual periods ending after
December 15, 2002. The Company has included the necessary
disclosures in Note 15, Leases and Other Commitments, and
Note 16, Contingencies. The Company does not expect the
adoption of the recognition requirements of FIN 45 in 2003
to have a material impact on the Companys financial
condition or results of operations.

In December 2002, the FASB issued Statement of
Financial Accounting Standards No. 148
(FAS 148), Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment
of FASB Statement No. 123. FAS 148 amends Statement of
Financial Accounting Standards No. 123
(FAS 123), Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, FAS 148
amends certain disclosure requirements of FAS 123.
FAS 148 is effective for fiscal years ending after
December 15, 2002. As discussed in Note 12, the
Company has decided to adopt the fair value method of accounting
for stock-based employee compensation in the first quarter of
2003. The Company will apply the prospective method of adoption
outlined in FAS 148. The prospective method applies the
recognition provisions of FAS 123 to all employee awards
granted, modified or settled after the beginning of the fiscal
years in which the recognition provisions are first applied. The
Company does not expect the adoption of FAS 148 to have a
material impact on the Companys financial condition or
results of operations.

In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation
of Variable Interest Entities. This standard clarifies the
application of Accounting Research Bulletin No. 51,
Consolidated Financial Statements, and addresses consolidation
by business enterprises of variable interest entities (more
commonly known as Special Purpose Entities or SPEs). FIN 46
requires existing unconsolidated variable interest entities to
be consolidated by their primary beneficiaries if the entities
do not effectively disperse risk among the parties involved. FIN
46 also significantly enhances the disclosure requirements
related to variable interest entities. This statement is
effective for variable interest entities created or in which an
enterprise obtains an interest after January 31, 2003. It
applies in the first fiscal year or interim period beginning
after June 15, 2003 for all interests in variable interest
entities acquired before February 1, 2003. Consolidation of
the Companys off-balance sheet leases, if required by the
statement, would increase assets and liabilities on the
consolidated balance sheet by approximately $168 million.
The Company is currently in the process of evaluating the impact
of this statement on its financial condition and results of
operations.

Note 3  Discontinued
Operations

On November 28, 2001, the Company disposed
of its 97% interest in the capital stock of Cerveceria Hondurena
S.A., a Honduran corporation principally engaged in the beverage
business in Honduras (CHSA or the Honduran
beverage business). Such interest in CHSA had been held by
two subsidiaries of the Company. The disposition was
accomplished by means of a stock exchange transaction in which
the Company acquired a subsidiary of South African Breweries plc
(SAB) that held as its sole asset $537 million
in cash. The Company received $561 million as consideration
for the disposition of CHSA,

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

comprised of $537 million in cash and
$24 million of intercompany debt forgiveness between CHSA
and a subsidiary of the Company.

The Companys Consolidated Financial
Statements and Notes to Consolidated Financial Statements for
2001 and 2000 have been restated to reflect the Honduran
beverage business as a discontinued business segment in
accordance with APB 30.

Summarized financial information for the
discontinued operations, through November 28, 2001, is as
follows (in thousands):

|                                                                                     |  |      |         |      |  |   |         | 
|------------------------------------------------------------------------------------ |  | ---- | ------- | ---- |  | - | ------- | 
|                                                                                     |  | 2001 |         | 2000
|                                                                                     |  |      |         |     
|Revenues                                                                             |  | $    | 239,006 |      |  | $ | 260,604 | 
|                                                                                     |  |      |         |      |  |   |         | 
|Income before income taxes                                                           |  | $    | 23,648  |      |  | $ | 43,855  | 
|Income taxes                                                                         |  |      | 4,792   |      |  |   | 12,290  | 
|                                                                                     |  |      |         |      |  |   |         | 
|Income from discontinued operations, net of
    income taxes                         |  | $    | 18,856  |      |  | $ | 31,565  | 
|                                                                                     |  |      |         |      |  |   |         | 
|Gain on disposal of discontinued operations, net
    of income taxes of $128 million |  | $    | 168,626 |      |  |   |         | 
|                                                                                     |  |      |         |      |  |   |         | 

Income before income taxes includes an interest
expense allocation of $7 million in both 2001 and 2000. The
allocation was based on the ratio of net assets of discontinued
operations to consolidated net assets, plus consolidated debt
other than debt directly attributed to discontinued operations
assumed and debt that was directly attributed to other
operations of the Company.

Note 4  Business
Dispositions

On October 1, 2002, the Company sold its
wholly owned subsidiary, Saman S.A. (Saman), for
$6.2 million in cash, net of cash on hand at the date of
sale. Saman is a European dried fruit and nut processor held for
sale since 2001. The financial results of Saman are included in
the packaged foods reporting segment through the effective date
of disposal. In the third quarter of 2002, the Company recorded
a loss on the sale of approximately $4.1 million, net of
transaction expenses. The loss is included in selling, marketing
and general and administrative expenses in the Consolidated
Statements of Income. Revenues related to Saman for 2002, 2001
and 2000 were $27 million, $50 million and
$64 million, respectively. Operating losses related to
Saman for 2002 and 2001 were $4 million and
$1 million, respectively, and operating income for 2000 was
$0.7 million.

In September 2002, the Company sold all of its
91% interest in and outstanding loans due from Pascual Hermanos,
S.A. (Pascual Hermanos), a Spanish corporation held
for sale since 2001, for approximately $18.1 million, net
of cash on hand at the date of sale. The financial results of
Pascual Hermanos are included in the fresh vegetables reporting
segment through the effective date of disposal. In the third
quarter of 2002, the Company recorded a gain on this sale of
approximately $4.3 million, net of transaction expenses.
The gain is included in selling, marketing and general and
administrative expenses in the Consolidated Statements of
Income. Revenues related to Pascual Hermanos for 2002, 2001 and
2000 were $26 million, $45 million and $51 million,
respectively. Operating income related to Pascual Hermanos for
2002 and 2001 was $4 million and $1 million,
respectively, and operating losses for 2000 were $1 million.

On September 27, 2000, the Company sold the
assets of its citrus operations located in California and
Arizona for approximately $55 million. Production assets
were transferred to the buyer in the third quarter of 2000 for
net cash proceeds of $45 million, resulting in a net gain
of $8 million. The remaining $10 million of proceeds
were for secured grower contracts, approximately half of which
were transferred to the buyer in the fourth quarter of 2000,
resulting in a net gain of $1 million. The combined
$9 million net gain has been

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

reported on a separate line in the Consolidated
Statements of Income. Title to the remaining grower contracts
was transferred at an amount approximating book value in the
first quarter of 2001. The citrus operations had revenues and
operating losses of $28 million and $0.3 million,
respectively, in 2000.

Note 5  Other Gains and
Charges

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

Business Downsizing
Charges:In the third quarter of 2000,
the Company initiated a plan to downsize its fresh fruit
operations, including the complete shutdown of certain
activities, due to continuing oversupply and other market
conditions affecting the Companys fresh fruit segment. In
connection with its plan, the Company recorded a
$46 million charge, which was reported in cost of products
sold in the Consolidated Statements of Income. The
$46 million charge included costs to reduce the
Companys existing productive capacity in its banana
operations in Latin America and Asia, as well as costs to shut
down its melon and citrus farming activities in Honduras and the
downsizing of its distribution network in Europe. In its Latin
America banana operations, the Company closed certain production
sites, severed some employee arrangements, terminated some
contracts with independent growers, and divested its controlling
interest in a production joint venture in South America. In its
Asian banana operations, the Company exited production on
certain agricultural lands and terminated some employees and
contracts with independent growers. In its European operations,
the Company reduced its workforce, primarily in northern Europe.
The $46 million charge had been fully utilized by December
28, 2002. A total of 4,880 employees in the Companys
operations have been severed as of December 28, 2002.

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

During the second and third quarters of 2001, the
Company implemented business reconfiguration programs resulting
in $133 million of expenses that were recognized as a
component of cost of products sold in the Consolidated
Statements of Income. Of the $133 million of expenses,
$28 million was recognized in the second quarter of 2001
for the shutdown and related asset sales of the Companys
California deciduous and Pacific Northwest apples operations,
which included packinghouses, ranches and orchards in California
and Washington. The remaining $105 million was recognized
in the third quarter of 2001 and included costs associated with
the planned divestiture of the Companys Pascual Hermanos
vegetables subsidiary in Spain and certain other non-core
businesses in Europe, as well as the downsizing of banana and
flower operations in Latin America and banana production in the
Philippines. The assets impacted by these reconfiguration
programs were to be disposed of either by sale or closure. In
connection with these reconfiguration programs,
2,906 management and production employees in the
Companys operations were initially identified for
termination. The majority of the employees identified for
termination worked in Pascual Hermanos and the banana and
fresh-cut flowers businesses in Latin America.

As discussed in Note 4, the Company sold all
of its interest in Pascual Hermanos in the third quarter of
2002. As part of this transaction, the buyer relieved the
Company of approximately $20 million of severance
liabilities related to Pascual Hermanos employees. As a result,
the Company included the severance accruals as part of the net
assets in the computation of the sale calculation. Approximately
1,500 employees of the 2,906 employees that were
originally identified for termination by the Company worked at
Pascual Hermanos.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As of December 28, 2002, all employees,
excluding the employees of Pascual Hermanos whose employment was
assumed by the new owner of Pascual Hermanos, had been severed
under the Companys 2001 reconfiguration program. The
remaining employee severance accrual at December 28, 2002
relates to unpaid severance costs for terminated employees.

The amounts recorded, utilized and accrued as of
December 28, 2002 in each asset, liability and expense
category for the 2001 business reconfiguration programs were as
follows (in thousands):

|                                     |                       |         |         |             |  |          |         |                 |   |   |         |        |  |   |       |       | 
|------------------------------------ | --------------------- | ------- | ------- | ----------- |  | -------- | ------- | --------------- | - | - | ------- | ------ |  | - | ----- | ----- | 
|                                     |                       |         |         |             |  |          |         | Accrued as     
|                                     |                       | 2001    |         |             |  | Utilized |         | of December 28,
|                                     |                       | Expense |         | Adjustments |  | to Date  |         | 2002           
|                                     |                       |         |         |             |  |          |         |                
|Property, plant and equipment        |                       | $       | 60,527  |             |  | $        |        |                 |   | $ | 60,527  |        |  | $ |      |      
|Goodwill                             |                       |         | 4,246   |             |  |          |        |                 |   |   | 4,246   |        |  |   |      |      
|Long-term advances                   |                       |         | 6,881   |             |  |          |        |                 |   |   | 6,881   |        |  |   |      |      
|Receivables and other assets         |                       |         | 18,882  |             |  |          |        |                 |   |   | 18,882  |        |  |   |      |      
|Accrued costs:                       |                       |         |         |             |  |          |         |                 |   |   |         |        |  |   |       |      
|                                     | Employee severance    |         |         | 31,878      |  |          |         | (20,079         | ) |   |         | 11,133 |  |   |       | 666   | 
|                                     | Contract terminations |         |         | 4,292       |  |          |         | (386            | ) |   |         | 3,755  |  |   |       | 151   | 
|                                     | Other accrued costs   |         |         | 5,978       |  |          |         | (679            | ) |   |         | 2,042  |  |   |       | 3,257 | 
|                                     |                       |         |         |             |  |          |         |                 |   |   |         |        |  |   |       |      
|Total business reconfiguration costs |                       | $       | 132,684 |             |  | $        | (21,144 | )               |   | $ | 107,466 |        |  | $ | 4,074 |      
|                                     |                       |         |         |             |  |          |         |                 |   |   |         |        |  |   |       |      

Of the total $133 million reconfiguration
expense, the Company recognized approximately $90 million
in non-cash charges and made cash payments of approximately
$17 million through December 28, 2002. Adjustments
represent accruals, including the severance accrual discussed
above, that were no longer required as a result of the sale of
Pascual Hermanos.

Hurricane Mitch Insurance
Proceeds:In 2000, the Company
received insurance proceeds of $53 million in final
settlement of substantially all insurance claims related to
losses sustained from Hurricane Mitch (Mitch), which
devastated portions of Latin America in the fourth quarter of
1998. These proceeds were partially offset by $10 million
in rehabilitation and other Mitch-related costs. The net
proceeds, which have been reported on a separate line in the
Consolidated Statements of Income, were $43 million in 2000.

Note 6  Income Taxes

Income tax expense (benefit) was as follows
(in thousands):

|         |                          |      |        |        |  |      |        |        |   |   |        |        |  
|-------- | ------------------------ | ---- | ------ | ------ |  | ---- | ------ | ------ | - | - | ------ | ------ | -
|         |                          | 2002 |        | 2001   |  | 2000
|         |                          |      |        |        |  |     
|Current  |                          |      |        |        |  |      |        |        |   |   |        |       
|         | Federal, state and local |      | $      | 29,625 |  |      | $      | 1,213  |   |   | $      | 1,432  |  
|         | Foreign                  |      |        | 7,676  |  |      |        | 10,788 |   |   |        | 13,668 |  
|         |                          |      |        |        |  |      |        |        |   |   |        |       
|         |                          |      | 37,301 |        |  |      | 12,001 |        |   |   | 15,100 |       
|         |                          |      |        |        |  |      |        |        |   |   |        |       
|Deferred |                          |      |        |        |  |      |        |        |   |   |        |       
|         | Federal, state and local |      |        | 13,424 |  |      |        | 17,856 |   |   |        | 6,379  |  
|         | Foreign                  |      |        | 3,064  |  |      |        | (509   | ) |   |        | (1,932 | )
|         |                          |      |        |        |  |      |        |        |   |   |        |       
|         |                          |      | 16,488 |        |  |      | 17,347 |        |   |   | 4,447  |       
|         |                          |      |        |        |  |      |        |        |   |   |        |       
|         |                          | $    | 53,789 |        |  | $    | 29,348 |        |   | $ | 19,547 |       
|         |                          |      |        |        |  |      |        |        |   |   |        |       

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Pretax earnings attributable to foreign
operations were $225 million, $15 million and
$14 million, for 2002, 2001 and 2000, respectively.
Undistributed earnings of foreign subsidiaries, which are
intended to be indefinitely invested, aggregated
$1.4 billion at December 28, 2002. It is not currently
practicable to estimate the tax liability that might be payable
if these foreign earnings were repatriated.

The Companys reported income tax expense on
continuing operations differed from the expense calculated using
the U.S. federal statutory tax rate for the following
reasons (in thousands):

|                                                                      |  |      |         |      |  |      |        |   |  |   |        |  
|--------------------------------------------------------------------- |  | ---- | ------- | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                                                      |  | 2002 |         | 2001 |  | 2000
|                                                                      |  |      |         |      |  |     
|Expense computed at U.S. federal statutory income
    tax rate of 35% |  | $    | 73,495  |      |  | $    | (2,706 | ) |  | $ | 19,473 |  
|Foreign income taxed at different rates                               |  |      | (37,469 | )    |  |      | (6,906 | ) |  |   | (5,995 | )
|Dividends from subsidiaries                                           |  |      |        |      |  |      | 116    |   |  |   |       |  
|State and local income tax, net of federal income
    tax benefit     |  |      | 9,742   |      |  |      | 5,960  |   |  |   | 1,698  |  
|Valuation allowances                                                  |  |      | 12,756  |      |  |      | 33,727 |   |  |   | 7,479  |  
|Refund of prior years taxes                                          |  |      | (5,008  | )    |  |      |       |   |  |   | (3,376 | )
|Other                                                                 |  |      | 273     |      |  |      | (843   | ) |  |   | 268    |  
|                                                                      |  |      |         |      |  |      |        |   |  |   |        |  
|Reported income tax expense                                           |  | $    | 53,789  |      |  | $    | 29,348 |   |  | $ | 19,547 |  
|                                                                      |  |      |         |      |  |      |        |   |  |   |        |  

Total income tax cash payments, net of refunds,
for 2002, 2001 and 2000 were $95 million, $18 million
and $18 million, respectively.

Deferred tax assets (liabilities) were
comprised of the following (in thousands):

|                                                                                                       |  |      |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ---- | ------- | ---- |  | - | ------- | -
|                                                                                                       |  | 2002 |         | 2001
|                                                                                                       |  |      |         |     
|Operating accruals                                                                                     |  | $    | 37,312  |      |  | $ | 67,216  |  
|Depreciation and amortization                                                                          |  |      | 14,160  |      |  |   | (13,053 | )
|Inventory valuation methods                                                                            |  |      | 2,586   |      |  |   | 2,316   |  
|Effect of differences between book values
    assigned in prior acquisitions and historical tax values |  |      | (33,445 | )    |  |   | (28,894 | )
|Postretirement benefits                                                                                |  |      | 30,029  |      |  |   | 8,750   |  
|Tax credit carryforwards                                                                               |  |      | 18,388  |      |  |   | 11,674  |  
|Net operating loss carryforwards                                                                       |  |      | 26,614  |      |  |   | 20,151  |  
|Asset impairments                                                                                      |  |      | 5,835   |      |  |   | 7,740   |  
|Valuation allowances                                                                                   |  |      | (63,722 | )    |  |   | (50,966 | )
|Other, net                                                                                             |  |      | (3,374  | )    |  |   | (10     | )
|                                                                                                       |  |      |         |      |  |   |         |  
|                                                                                                       |  | $    | 34,383  |      |  | $ | 24,924  |  
|                                                                                                       |  |      |         |      |  |   |         |  

The Company has gross net operating loss
carryforwards of $88.8 million at December 28, 2002.
The Company has recorded deferred tax assets of
$26.6 million for foreign net operating loss carryforwards,
which, if unused, will expire between 2003 and 2012.

A valuation allowance was established to offset
the deferred tax assets related to certain deferred taxes in
foreign jurisdictions. The entire valuation allowance is
included in non-current deferred tax assets. The Company has
deemed it more likely than not that future taxable income in the
relevant foreign taxing jurisdictions will not be sufficient to
realize the related income tax benefits for these assets.

The tax credit carryforward amount of
$18.4 million is primarily comprised of foreign tax
credits, which can be utilized to reduce regular tax
liabilities, which, if unused, will expire in 2006.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Total deferred tax assets and deferred tax
liabilities were as follows (in thousands):

|                                                 |                                                 |      |         |          |   |   |         |          |  
|------------------------------------------------ | ----------------------------------------------- | ---- | ------- | -------- | - | - | ------- | -------- | -
|                                                 |                                                 | 2002 |         | 2001    
|                                                 |                                                 |      |         |         
|Deferred tax assets                              |                                                 | $    | 208,618 |          |   | $ | 223,113 |         
|                                                 | Deferred tax asset valuation allowance          |      |         | (63,722  | ) |   |         | (50,966  | )
|                                                 |                                                 |      |         |          |   |   |         |         
|                                                 |                                                 |      | 144,896 |          |   |   | 172,147 |         
|                                                 | Deferred tax liabilities                        |      |         | (110,513 | ) |   |         | (147,223 | )
|                                                 |                                                 |      |         |          |   |   |         |         
|                                                 | Net deferred tax assets                         |      | $       | 34,383   |   |   | $       | 24,924   |  
|                                                 |                                                 |      |         |          |   |   |         |         
|Current deferred tax assets consist of:          |                                                 |      |         |          |   |   |         |         
|                                                 | Deferred tax assets                             |      | $       | 36,859   |   |   | $       | 46,053   |  
|                                                 | Deferred tax liabilities                        |      |         | (17      | ) |   |         |         |  
|                                                 |                                                 |      |         |          |   |   |         |         
|                                                 | Net current deferred tax assets                 |      |         | 36,842   |   |   |         | 46,053   |  
|Non-current deferred tax liabilities consist of: |                                                 |      |         |          |   |   |         |         
|                                                 | Deferred tax assets, net of valuation allowance |      |         | 108,037  |   |   |         | 126,094  |  
|                                                 | Deferred tax liabilities                        |      |         | (110,496 | ) |   |         | (147,223 | )
|                                                 |                                                 |      |         |          |   |   |         |         
|                                                 | Net non-current deferred tax liabilities        |      |         | (2,459   | ) |   |         | (21,129  | )
|                                                 |                                                 |      |         |          |   |   |         |         
|                                                 | Net deferred tax assets                         |      | $       | 34,383   |   |   | $       | 24,924   |  
|                                                 |                                                 |      |         |          |   |   |         |         

Net non-current deferred tax liabilities are
included in other long-term liabilities in the Consolidated
Balance Sheets.

The Company is subject to examination by taxing
authorities in the various jurisdictions in which it files tax
returns. Matters raised upon audit may involve substantial
amounts and could be material if resolved unfavorably. However,
as of December 28, 2002, management considered it unlikely
that the resolution of any such matters would have a material
adverse effect upon the Companys financial condition or
results of operations.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 7  Details of Certain Assets
and Liabilities

Details of receivables and inventories were as
follows (in thousands):

|            |                                    |      |         |         |   |   |         |         |  
|----------- | ---------------------------------- | ---- | ------- | ------- | - | - | ------- | ------- | -
|            |                                    | 2002 |         | 2001   
|            |                                    |      |         |        
|Receivables |                                    |      |         |         |   |   |         |        
|            | Trade                              |      | $       | 462,652 |   |   | $       | 466,329 |  
|            | Notes and other                    |      |         | 68,538  |   |   |         | 110,763 |  
|            | Grower advances                    |      |         | 34,924  |   |   |         | 31,935  |  
|            | Other                              |      |         | 10,251  |   |   |         | 12,227  |  
|            |                                    |      |         |         |   |   |         |        
|            |                                    |      | 576,365 |         |   |   | 621,254 |        
|            | Allowance for doubtful accounts    |      |         | (70,938 | ) |   |         | (89,331 | )
|            |                                    |      |         |         |   |   |         |        
|            |                                    | $    | 505,427 |         |   | $ | 531,923 |        
|            |                                    |      |         |         |   |   |         |        
|Inventories |                                    |      |         |         |   |   |         |        
|            | Finished products                  |      | $       | 180,580 |   |   | $       | 157,776 |  
|            | Raw materials and work in progress |      |         | 111,725 |   |   |         | 110,989 |  
|            | Crop growing costs                 |      |         | 59,672  |   |   |         | 55,251  |  
|            | Operating supplies and other       |      |         | 58,935  |   |   |         | 62,083  |  
|            |                                    |      |         |         |   |   |         |        
|            |                                    | $    | 410,912 |         |   | $ | 386,099 |        
|            |                                    |      |         |         |   |   |         |        

Accrued liabilities as of December 28, 2002
and December 29, 2001 included $104 million and
$94 million, respectively, of employee-related costs and
benefits, $68 million and $65 million, respectively,
of amounts due to growers, $47 million and
$52 million, respectively, of marketing and advertising
costs, and $39 million and $41 million, respectively,
of materials and supplies costs. Also included in accrued
liabilities at December 29, 2001 is $68 million of
income taxes payable, principally related to the sale of the
Honduran beverage business. Remaining amounts included in
accrued liabilities are comprised of individually insignificant
balances in comparison with total current liabilities and
aggregated to $190 million and $218 million at
December 28, 2002 and December 29, 2001, respectively.

Other long-term liabilities were as follows (in
thousands):

|                                                   |  |      |         |      |  |   |         | 
|-------------------------------------------------- |  | ---- | ------- | ---- |  | - | ------- | 
|                                                   |  | 2002 |         | 2001
|                                                   |  |      |         |     
|Accrued postretirement and other employee benefits |  | $    | 207,859 |      |  | $ | 160,238 | 
|Accrued taxes                                      |  |      | 161,612 |      |  |   | 144,988 | 
|Other                                              |  |      | 57,142  |      |  |   | 64,049  | 
|                                                   |  |      |         |      |  |   |         | 
|                                                   |  | $    | 426,613 |      |  | $ | 369,275 | 
|                                                   |  |      |         |      |  |   |         | 

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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 8  Property, Plant and
Equipment

Major classes of property, plant and equipment
were as follows (in thousands):

|                               |  |      |           |      |  |   |           |  
|------------------------------ |  | ---- | --------- | ---- |  | - | --------- | -
|                               |  | 2002 |           | 2001
|                               |  |      |           |     
|Land and land improvements     |  | $    | 400,711   |      |  | $ | 418,063   |  
|Buildings and improvements     |  |      | 383,084   |      |  |   | 344,893   |  
|Machinery and equipment        |  |      | 1,058,953 |      |  |   | 925,230   |  
|Equipment under capital leases |  |      | 40,460    |      |  |   | 25,400    |  
|Construction in progress       |  |      | 61,340    |      |  |   | 86,084    |  
|                               |  |      |           |      |  |   |           |  
|                               |  |      | 1,944,548 |      |  |   | 1,799,670 |  
|Accumulated depreciation       |  |      | (917,983  | )    |  |   | (882,445  | )
|                               |  |      |           |      |  |   |           |  
|                               |  | $    | 1,026,565 |      |  | $ | 917,225   |  
|                               |  |      |           |      |  |   |           |  

Depreciation is computed principally by the
straight-line method over the estimated useful lives of the
assets as follows:

|                               |  |       |                        | 
|------------------------------ |  | ----- | ---------------------- | 
|                               |  | Years
|                               |  |      
|Land improvements              |  |       | 5 to 40                | 
|Buildings and improvements     |  |       | 3 to 50                | 
|Machinery and equipment        |  |       | 2 to 35                | 
|Equipment under capital leases |  |       | Shorter of useful life | 
|                               |  |       | or life of lease       | 

Depreciation expense for 2002, 2001 and 2000
totaled $108 million, $97 million and $104 million,
respectively.

Note 9  Goodwill

In June 2001, the FASB issued Statement of
Financial Accounting Standards No. 141
(FAS 141), Business Combinations, and
No. 142 (FAS 142), Goodwill and Other
Intangible Assets. These statements, among other things,
eliminate the pooling of interests method of accounting for
business combinations as of June 30, 2001, eliminate the
amortization of goodwill for all fiscal years beginning after
December 15, 2001, and require that goodwill be reviewed
annually, or more frequently if impairment indicators arise, for
impairment. The Company adopted FAS 141 and FAS 142
with respect to new goodwill as of July 1, 2001 and adopted
FAS 142 with respect to existing goodwill as of
December 30, 2001, the first day of its 2002 fiscal year.
The adoption of FAS 141 did not impact the Companys
financial condition or results of operations. Upon the adoption
of FAS 142, the Company ceased amortizing existing goodwill.

During the second quarter of 2002, the Company
completed the two-step process of the transitional goodwill
impairment test prescribed in FAS 142 with respect to
existing goodwill. The first step of the transitional goodwill
impairment test involved a comparison of the fair value of each
of the Companys reporting units, as defined under
FAS 142, with its carrying amount. If the carrying amount
exceeded the fair value of a reporting unit, the Company was
required to perform the second step of the transitional goodwill
impairment test. As a result of the outcome of the first step
relative to the fresh-cut flowers reporting unit, the Company
was required to perform the second step of the transitional
goodwill impairment test for this reporting unit. The second
step involved comparing the implied fair value of the fresh-cut
flowers reporting units goodwill to its carrying value to
measure the amount of impairment. The transitional goodwill
impairment test resulted in the Company recognizing a non-cash
transitional goodwill impairment charge of $120 million
related entirely to the fresh-cut flowers reporting unit. As
required by FAS 142, the $120 million

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

charge is reflected as a cumulative effect of a
change in accounting principle in the Companys
Consolidated Statement of Income for the year ended
December 28, 2002. There was no income tax effect on the
impairment charge as the charge primarily related to goodwill in
foreign operations where the Company believes it is more likely
than not that future taxable income in these operations will not
be sufficient to realize the related income tax benefits
associated with the charge. The charge represented a total
write-off of the goodwill in the fresh-cut flowers reporting
unit. The fair value of the fresh-cut flowers reporting unit was
determined based on discounted cash flows that the business
expects to generate in the future. The circumstances leading to
the goodwill impairment in the fresh-cut flowers reporting unit
include the fact that the flower industry is less attractive
than the Company had expected in 1998 when it made its
acquisitions in this industry and that the Companys
progress in integrating the acquired businesses has been slower
than expected.

The following presents a reconciliation of
reported net income and earnings per share from continuing
operations, adjusted to exclude goodwill amortization (in
thousands, except per share amounts). The goodwill amortization
associated with discontinued operations was immaterial.

|                                                                                       |  |      |         |      |  |   |        | 
|-------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | - | ------ | 
|                                                                                       |  | 2001 |         | 2000
|                                                                                       |  |      |         |     
|(Loss) income from continuing operations, net of
    income taxes, as reported         |  | $    | (37,078 | )    |  | $ | 36,090 | 
|Add: goodwill amortization                                                             |  |      | 11,408  |      |  |   | 12,400 | 
|                                                                                       |  |      |         |      |  |   |        | 
|Adjusted net (loss) income from continuing
    operations                              |  | $    | (25,670 | )    |  | $ | 48,490 | 
|                                                                                       |  |      |         |      |  |   |        | 
|(Loss) earnings per common share from continuing
    operations, as reported  basic   |  | $    | (0.66   | )    |  | $ | 0.65   | 
|Add: goodwill amortization                                                             |  |      | 0.20    |      |  |   | 0.22   | 
|                                                                                       |  |      |         |      |  |   |        | 
|Adjusted (loss) earnings per common share
    from continuing operations  basic       |  | $    | (0.46   | )    |  | $ | 0.87   | 
|                                                                                       |  |      |         |      |  |   |        | 
|(Loss) earnings per common share from continuing
    operations, as reported  diluted |  | $    | (0.66   | )    |  | $ | 0.65   | 
|Add: goodwill amortization                                                             |  |      | 0.20    |      |  |   | 0.22   | 
|                                                                                       |  |      |         |      |  |   |        | 
|Adjusted (loss) earnings per common share
    from continuing operations  diluted     |  | $    | (0.46   | )    |  | $ | 0.87   | 
|                                                                                       |  |      |         |      |  |   |        | 

The following table displays the changes in the
carrying amount of goodwill by operating segment for the year
ended December 28, 2002 (in thousands):

|                  |  |              |         |            |  |              |          |           |  |              |        |   |  |   |      |   |  |   |         | 
|----------------- |  | ------------ | ------- | ---------- |  | ------------ | -------- | --------- |  | ------------ | ------ | - |  | - | ---- | - |  | - | ------- | 
|                  |  | Balance      |         |            |  |              |          | Foreign   |  | Balance     
|                  |  | December 29, |         | Impairment |  |              |          | Exchange  |  | December 28,
|                  |  | 2001         |         | Charge     |  | Dispositions |          | and Other |  | 2002        
|                  |  |              |         |            |  |              |          |           |  |             
|Fresh fruit       |  | $            | 132,553 |            |  | $            |         |           |  | $            |       |   |  | $ | (473 | ) |  | $ | 132,080 | 
|Packaged foods    |  |              | 3,476   |            |  |              |         |           |  |              | (3,476 | ) |  |   |     |   |  |   |        | 
|Fresh-cut flowers |  |              | 119,917 |            |  |              | (119,917 | )         |  |              |       |   |  |   |     |   |  |   |        | 
|                  |  |              |         |            |  |              |          |           |  |              |        |   |  |   |      |   |  |   |         | 
|                  |  | $            | 255,946 |            |  | $            | (119,917 | )         |  | $            | (3,476 | ) |  | $ | (473 | ) |  | $ | 132,080 | 
|                  |  |              |         |            |  |              |          |           |  |              |        |   |  |   |      |   |  |   |         | 

The $3.5 million disposition of goodwill
relates to the sale of Saman, as discussed in Note 4. There were
no additions made to goodwill during the year.

67



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 10  Debt

Long-term debt consisted of the following amounts
(in thousands):

|                          |                                                                                              |      |           |         |  |   |         |         | 
|------------------------- | -------------------------------------------------------------------------------------------- | ---- | --------- | ------- |  | - | ------- | ------- | 
|                          |                                                                                              | 2002 |           | 2001   
|                          |                                                                                              |      |           |        
|Unsecured debt            |                                                                                              |      |           |         |  |   |         |        
|                          | 7% notes due 2003                                                                            |      | $         | 209,756 |  |   | $       | 300,000 | 
|                          | 6.375% notes due 2005                                                                        |      |           | 300,000 |  |   |         | 300,000 | 
|                          | 7.25% notes due 2009                                                                         |      |           | 400,000 |  |   |         |        | 
|                          | 7.875% debentures due 2013                                                                   |      |           | 155,000 |  |   |         | 175,000 | 
|                          | Various other notes due 2003  2005 at
    an average interest rate of 16.5% (17.3% in 2001) |      |           | 4,382   |  |   |         | 7,828   | 
|Secured debt              |                                                                                              |      |           |         |  |   |         |        
|                          | Contracts and notes due 2003  2014, at
    an average interest rate of 4.5% (5.8% in 2001)  |      |           | 9,011   |  |   |         | 18,997  | 
|Capital lease obligation  |                                                                                              |      | 37,857    |         |  |   | 25,400  |        
|Unamortized debt discount |                                                                                              |      | (2,713    | )       |  |   | (1,309  | )      
|                          |                                                                                              |      |           |         |  |   |         |        
|                          |                                                                                              |      | 1,113,293 |         |  |   | 825,916 |        
|Current maturities        |                                                                                              |      | (230,813  | )       |  |   | (9,792  | )      
|                          |                                                                                              |      |           |         |  |   |         |        
|                          |                                                                                              | $    | 882,480   |         |  | $ | 816,124 |        
|                          |                                                                                              |      |           |         |  |   |         |        

The Company estimates the fair value of its fixed
interest rate unsecured debt based on current quoted market
prices. The estimated fair value of unsecured notes (face value
$1,065 million in 2002 and $775 million 2001) was
approximately $1,063 million as of December 28, 2002
and $760 million as of December 29, 2001.

In April 2002, the Company completed the sale and
issuance of $400 million aggregate principal amount of
7.25% Senior Notes due 2009 (the Original Notes) at
a discount of $2 million to face value. The Original Notes
were sold in a private placement under Rule 144A and
Regulation S promulgated by the Securities and Exchange
Commission (SEC). The sale was exempt from the
registration requirements of the Securities Act of 1933, as
amended. The Company subsequently filed a registration statement
with the SEC offering holders of the Original Notes the
opportunity to exchange their Original Notes for publicly
registered notes (the Notes) having substantially
identical terms, except for certain restrictions on transfer
that pertained only to the Original Notes. On July 23,
2002, this exchange offer expired; all of the Original Notes
were tendered in the exchange offer and were accepted. Interest
on the Notes will be paid semiannually in arrears on May 1 and
November 1 of each year, beginning on November 1, 2002. The
Notes are unsecured senior obligations of the Company and rank
equally with the Companys outstanding senior unsecured
debt.

The Companys issued notes and debentures
place certain restrictions on the Companys ability to
issue secured debt. At December 28, 2002, the Company was
in compliance with these restrictions.

During the year ended December 28, 2002, the
Company repurchased approximately $90 million of its
$300 million 7% unsecured Senior Notes due in 2003 and
approximately $20 million of its $175 million 7.875%
unsecured debentures due in 2013. In connection with these
repurchases, the Company recorded a loss on early retirement of
debt of $3.4 million.

In July 1998, the Company extended its five-year,
$400 million revolving credit facility (the Long-Term
Facility) to 2003. At the Companys option,
borrowings under the Long-Term Facility, which are unsecured,
bear interest at certain percentages over the agents prime
rate or the London Interbank Offered Rate (LIBOR).
Provisions under the Long-Term Facility require the Company to
comply with certain financial

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

covenants, which include a maximum permitted
ratio of consolidated debt to net worth and a minimum required
fixed charge coverage ratio. As of December 28, 2002, the
Company was in compliance with these covenants. The Company may
also borrow under uncommitted lines of credit at rates offered
from time to time by various banks that may not be lenders under
the Long-Term Facility. As of December 28, 2002 and
December 29, 2001, the Company had no outstanding
borrowings under its uncommitted lines of credit and no
outstanding borrowings under the Long-Term Facility.

In August 2002, the Companys
$200 million 364-day revolving credit facility expired. The
Company had no borrowings under this facility during the year.

Maturities with respect to long-term debt as of
December 28, 2002 were as follows (in thousands):

|                    |  |        |           | 
|------------------- |  | ------ | --------- | 
|Year                |  | Amount
|                    |  |       
|2003                |  | $      | 230,813   | 
|2004                |  |        | 24,946    | 
|2005                |  |        | 301,100   | 
|2006                |  |        | 310       | 
|2007                |  |        | 261       | 
|2008 and thereafter |  |        | 555,863   | 
|                    |  |        |           | 
|Total               |  | $      | 1,113,293 | 
|                    |  |        |           | 

Interest payments on borrowings, excluding
amounts related to discontinued operations, totaled
$76 million, $72 million and $95 million during
2002, 2001 and 2000, respectively.

Notes payable consist of short-term amounts due
to various suppliers received by the Company in the normal
course of business.

Note 11  Employee Benefit
Plans

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

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

69



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##### Table of Contents



DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The status of the Companys defined benefit
pension plans was as follows (in thousands):

|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |         |  
|------------------------------------------------------------ | ------------------------------------------------------------- | ------------ | ------ | ------------- | - | ---------- | ------ | ------- | - | ---- | ------- | ------- | - | - | ------- | ------- | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                                             |                                                               |              |        |               |   |            |        |        
|                                                             |                                                               | U.S. Pension |        | International |   |           
|                                                             |                                                               | Plans        |        | Pension Plans |   | OPRB Plans
|                                                             |                                                               |              |        |               |   |           
|                                                             |                                                               | 2002         |        | 2001          |   | 2002       |        | 2001    |   | 2002 |         | 2001   
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |        
|Change in projected benefit obligation                       |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                            
|                                                             | Benefit obligation at beginning of year                       |              | $      | 279,680       |   |            | $      | 307,745 |   |      | $       | 32,663  |   |   | $       | 29,370  |   |   | $       | 70,864  |   |   | $       | 63,339  |  
|                                                             | Service cost                                                  |              |        | 2,281         |   |            |        | 3,684   |   |      |         | 2,003   |   |   |         | 1,996   |   |   |         | 113     |   |   |         | 110     |  
|                                                             | Interest cost                                                 |              |        | 19,311        |   |            |        | 22,074  |   |      |         | 3,664   |   |   |         | 3,790   |   |   |         | 4,802   |   |   |         | 4,343   |  
|                                                             | Participant contributions                                     |              |        |              |   |            |        |        |   |      |         | 22      |   |   |         | 22      |   |   |         |        |   |   |         |        |  
|                                                             | Plan amendments                                               |              |        |              |   |            |        |        |   |      |         |        |   |   |         | 1,977   |   |   |         |        |   |   |         | (3,193  | )
|                                                             | Foreign exchange rate changes                                 |              |        |              |   |            |        |        |   |      |         | (1,755  | ) |   |         | (660    | ) |   |         |        |   |   |         |        |  
|                                                             | Actuarial (gain) loss                                         |              |        | (1,240        | ) |            |        | (13,902 | ) |      |         | (3,308  | ) |   |         | (298    | ) |   |         | 2,450   |   |   |         | 12,139  |  
|                                                             | Reduction in projected benefit obligation for
    plan freeze |              |        |              |   |            |        | (13,071 | ) |      |         |        |   |   |         | (120    | ) |   |         |        |   |   |         |        |  
|                                                             | Curtailments, settlements and terminations, net               |              |        |              |   |            |        |        |   |      |         | (1,014  | ) |   |         | 814     |   |   |         |        |   |   |         |        |  
|                                                             | Benefits paid                                                 |              |        | (26,594       | ) |            |        | (26,850 | ) |      |         | (3,155  | ) |   |         | (4,228  | ) |   |         | (6,213  | ) |   |         | (5,874  | )
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                             | Benefit obligation at end of year                             |              | $      | 273,438       |   |            | $      | 279,680 |   |      | $       | 29,120  |   |   | $       | 32,663  |   |   | $       | 72,016  |   |   | $       | 70,864  |  
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|Change in plan assets                                        |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                             | Fair value of plan assets at beginning of year                |              | $      | 263,118       |   |            | $      | 309,554 |   |      | $       | 2,232   |   |   | $       | 1,930   |   |   | $       |        |   |   | $       |        |  
|                                                             | Actual return on plan assets                                  |              |        | (25,409       | ) |            |        | (22,437 | ) |      |         | 207     |   |   |         | 201     |   |   |         |        |   |   |         |        |  
|                                                             | Company contributions                                         |              |        | 1,444         |   |            |        | 2,851   |   |      |         | 8,311   |   |   |         | 4,348   |   |   |         | 6,213   |   |   |         | 5,874   |  
|                                                             | Participant contributions                                     |              |        |              |   |            |        |        |   |      |         | 22      |   |   |         | 22      |   |   |         |        |   |   |         |        |  
|                                                             | Foreign exchange rate changes                                 |              |        |              |   |            |        |        |   |      |         | (117    | ) |   |         | (41     | ) |   |         |        |   |   |         |        |  
|                                                             | Settlements                                                   |              |        |              |   |            |        |        |   |      |         | (5,183  | ) |   |         |        |   |   |         |        |   |   |         |        |  
|                                                             | Benefits paid                                                 |              |        | (26,594       | ) |            |        | (26,850 | ) |      |         | (3,155  | ) |   |         | (4,228  | ) |   |         | (6,213  | ) |   |         | (5,874  | )
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                             | Fair value of plan assets at end of year                      |              | $      | 212,559       |   |            | $      | 263,118 |   |      | $       | 2,317   |   |   | $       | 2,232   |   |   | $       |        |   |   | $       |        |  
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                             | Funded status                                                 |              | $      | (60,879       | ) |            | $      | (16,562 | ) |      | $       | (26,797 | ) |   | $       | (30,431 | ) |   | $       | (72,016 | ) |   | $       | (70,864 | )
|                                                             | Unrecognized net loss (gain)                                  |              |        | 75,315        |   |            |        | 24,621  |   |      |         | 486     |   |   |         | 1,252   |   |   |         | (6,250  | ) |   |         | (5,734  | )
|                                                             | Unrecognized prior service cost (benefit)                     |              |        | 47            |   |            |        | 2,132   |   |      |         | 2,769   |   |   |         | 3,706   |   |   |         | (4,247  | ) |   |         | (4,837  | )
|                                                             | Unrecognized net transition (asset) obligation                |              |        | (51           | ) |            |        | (97     | ) |      |         | 817     |   |   |         | 982     |   |   |         |        |   |   |         |        |  
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                             | Net balance sheet asset (liability)                           |              | $      | 14,432        |   |            | $      | 10,094  |   |      | $       | (22,725 | ) |   | $       | (24,491 | ) |   | $       | (82,513 | ) |   | $       | (81,435 | )
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|Net amount recognized in the Consolidated Balance
    Sheets |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                             | Prepaid benefit cost                                          |              | $      | 20,883        |   |            | $      | 17,580  |   |      | $       | 234     |   |   | $       | 18      |   |   | $       |        |   |   | $       |        |  
|                                                             | Accrued benefit liability                                     |              |        | (69,349       | ) |            |        | (34,276 | ) |      |         | (27,361 | ) |   |         | (30,199 | ) |   |         | (82,513 | ) |   |         | (81,435 | )
|                                                             | Intangible asset                                              |              |        |              |   |            |        | 2,072   |   |      |         | 3,333   |   |   |         | 4,045   |   |   |         |        |   |   |         |        |  
|                                                             | Accumulated other comprehensive loss                          |              |        | 62,898        |   |            |        | 24,718  |   |      |         | 1,069   |   |   |         | 1,645   |   |   |         |        |   |   |         |        |  
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        
|                                                             |                                                               | $            | 14,432 |               |   | $          | 10,094 |         |   | $    | (22,725 | )       |   | $ | (24,491 | )       |   | $ | (82,513 | )       |   | $ | (81,435 | )      
|                                                             |                                                               |              |        |               |   |            |        |         |   |      |         |         |   |   |         |         |   |   |         |         |   |   |         |        

70



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                  |                               |              |  |               |  |            |  |       |  |      |  |               |  |  |  |               |  |  |  |       |  |  |  |       | 
|----------------- | ----------------------------- | ------------ |  | ------------- |  | ---------- |  | ----- |  | ---- |  | ------------- |  |  |  | ------------- |  |  |  | ----- |  |  |  | ----- | 
|                  |                               |              |  |               |  |            |  |      
|                  |                               | U.S. Pension |  | International |  |           
|                  |                               | Plans        |  | Pension Plans |  | OPRB Plans
|                  |                               |              |  |               |  |           
|                  |                               | 2002         |  | 2001          |  | 2002       |  | 2001  |  | 2002 |  | 2001         
|                  |                               |              |  |               |  |            |  |       |  |      |  |              
|Rate assumptions: |                               |              |  |               |  |            |  |       |  |      |  |               |  |  |  |               |  |  |  |       |  |  |  |      
|                  | Discount rate                 |              |  | 6.75%         |  |            |  | 7.25% |  |      |  | 6.75% to 20%  |  |  |  | 7.25% to 20%  |  |  |  | 6.75% |  |  |  | 7.25% | 
|                  | Compensation increases        |              |  | 4.50%         |  |            |  | 4.50% |  |      |  | 4.5% to 17.5% |  |  |  | 4.5% to 17.5% |  |  |  | 4.50% |  |  |  | 4.50% | 
|                  | Rate of return on plan assets |              |  | 9.25%         |  |            |  | 9.25% |  |      |  | 9.25% to 15%  |  |  |  | 9.25% to 20%  |  |  |  |       |  |  |  |       | 

International plan discount rates, assumed rates
of increase in future compensation and expected long-term return
on assets differ significantly from the assumptions used for
U.S. plans due to differences in the local economic conditions
in which the international plans are based.

The accumulated postretirement benefit obligation
(APBO) for the Companys OPRB plans in 2002 was
determined using an assumed annual rate of increase in the per
capita cost of covered health care benefits of 9% in 2003
decreasing to 5.5% in 2007 and thereafter. The annual rate of
increase assumed in the 2001 APBO was 10% in 2002 decreasing to
5.5% in 2007 and thereafter. An increase in the assumed health
care cost trend rate of one percentage point in each year would
have increased the Companys APBO as of December 28,
2002 by $9.7 million and would have increased the service
and interest cost components of postretirement benefit expense
for 2002 by $0.7 million, in aggregate. A decrease in the
assumed health care cost trend rate by one percentage point in
each year would have decreased the Companys APBO as of
December 28, 2002 by $9.1 million and would have
decreased the service and interest cost components of
postretirement benefit expense for 2002 by $0.6 million, in
aggregate.

The aggregate projected benefit obligation,
accumulated benefit obligation and fair value of plan assets for
pension plans with accumulated benefit obligations in excess of
plan assets were $267 million, $263 million and
$171 million, respectively, as of December 28, 2002,
and $277 million, $270 million and $212 million,
respectively, as of December 29, 2001.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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

|                                        |                                |                                                |       |            |       |      |       |         |       |      |       |         |     |   |       |       |      |   |       |       |        |   |       |       |        |  
|--------------------------------------- | ------------------------------ | ---------------------------------------------- | ----- | ---------- | ----- | ---- | ----- | ------- | ----- | ---- | ----- | ------- | --- | - | ----- | ----- | ---- | - | ----- | ----- | ------ | - | ----- | ----- | ------ | -
|                                        |                                |                                                |       |           
|                                        |                                | Pension Plans                                  |       | OPRB Plans
|                                        |                                |                                                |       |           
|                                        |                                | 2002                                           |       | 2001       |       | 2000 |       | 2002    |       | 2001 |       | 2000   
|                                        |                                |                                                |       |            |       |      |       |         |       |      |       |        
|Components of net periodic benefit cost |                                |                                                |       |            |       |      |       |         |       |      |       |         |     |   |       |       |      |   |       |       |        |   |       |      
|                                        | Service cost                   |                                                | $     | 4,284      |       |      | $     | 5,680   |       |      | $     | 6,329   |     |   | $     | 113   |      |   | $     | 110   |        |   | $     | 225   |       
|                                        | Interest cost                  |                                                |       | 22,975     |       |      |       | 25,864  |       |      |       | 26,383  |     |   |       | 4,802 |      |   |       | 4,343 |        |   |       | 4,862 |       
|                                        | Expected return on plan assets |                                                |       | (27,764    | )     |      |       | (27,654 | )     |      |       | (26,959 | )   |   |       |      |      |   |       |      |        |   |       |      |       
|                                        | Amortization of:               |                                                |       |            |       |      |       |         |       |      |       |         |     |   |       |       |      |   |       |       |        |   |       |       |       
|                                        |                                | Unrecognized net loss (gain)                   |       |            | 279   |      |       |         | 112   |      |       |         | 10  |   |       |       | (126 | ) |       |       | (1,476 | ) |       |       | (1,473 | )
|                                        |                                | Unrecognized prior service cost (benefit)      |       |            | 476   |      |       |         | 572   |      |       |         | 337 |   |       |       | (590 | ) |       |       | (590   | ) |       |       | (196   | )
|                                        |                                | Unrecognized net transition obligation (asset) |       |            | 75    |      |       |         | 76    |      |       |         | (75 | ) |       |       |     |   |       |       |       |   |       |       |       |  
|                                        |                                | Curtailment, settlements and terminations, net |       |            | 2,400 |      |       |         | 1,464 |      |       |         |    |   |       |       |     |   |       |       |       |   |       |       |       |  
|                                        |                                |                                                |       |            |       |      |       |         |       |      |       |         |     |   |       |       |      |   |       |       |        |   |       |      
|                                        |                                | $                                              | 2,725 |            |       | $    | 6,114 |         |       | $    | 6,025 |         |     | $ | 4,199 |       |      | $ | 2,387 |       |        | $ | 3,418 |      
|                                        |                                |                                                |       |            |       |      |       |         |       |      |       |         |     |   |       |       |      |   |       |       |        |   |       |      

In 2001, the Company recognized $1 million
for special termination benefits associated with the downsizing
of banana operations in Asia. During 2001, the Companys
U.S. pension plans and a portion of its international
pension plans were frozen. Effective January 1, 2002, no
new pension benefit will accrue, with the exception of a
transition benefit for long-term employees. The Company
recognized curtailment losses of less than $1 million for
the pension plan freeze. The $13 million associated with
the reduction of the projected benefit obligation associated
with the freezing of such plans was offset against unrecognized
net loss.

The Company offers defined contribution plans to
eligible employees. Such employees may defer a percentage of
their annual compensation primarily to supplement their
retirement income. Some of these plans provide for Company
contributions based on a percentage of each participants
contribution, subject to a maximum contribution by the Company.
Company contributions to its defined contribution plans totaled
$10 million in 2002 and $7 million in both 2001 and
2000. The Company has doubled its match of the
participants contribution to the U.S. defined contribution
plan, effective January 1, 2002. The Company also provides
postretirement benefits to the employees of certain of its
international subsidiaries under various government-mandated
plans. Accrued benefits and costs related to such plans totaled
$21 million and $3 million at December 28, 2002
and for the year then ended, respectively.

The Company is also party to various
industry-wide collective bargaining agreements that provide
pension benefits. Total contributions to these plans and direct
payments to eligible participants were approximately
$1 million in each of 2002, 2001 and 2000.

Note 12  Stock-Based
Compensation

Under the 1991 and 2001 Stock Option and Award
Plans (the Option Plans), the Company can grant
incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock awards and

72



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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

performance share awards to officers and key
employees of the Company. Stock options generally vest over a
three-year period or based on stock price appreciation and may
be exercised for up to 10 years from the date of grant, as
determined by the Corporate Compensation and Benefits Committee
of the Companys Board of Directors. In 2001, all remaining
options outstanding under the 1982 Stock Option and Award Plan
expired.

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

The Company has a long-term incentive award plan
that provides an award to employees upon achieving specific
performance targets, including earnings per share and stock
price performance. The awards can be paid in stock or cash at
the discretion of the Corporate Compensation and Benefits
Committee of the Companys Board of Directors. During 2002,
a total of 9,729 shares were awarded to employees for
meeting certain performance targets of the plan.

Changes in outstanding stock options were as
follows (shares in thousands):

|                  |                            |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       |  | 
|----------------- | -------------------------- | ------------------- | ----- | ------------------- | - | ------ | ----- | ------------- |  |  | ----- |  |  | - | ----- |  | 
|                  |                            |                     |       |                    
|                  |                            | Options Outstanding |       | Options Exercisable
|                  |                            |                     |       |                    
|                  |                            |                     |       | Weighted-           |   |        |       | Weighted-    
|                  |                            | Shares              |       | Average Price       |   | Shares |       | Average Price
|                  |                            |                     |       |                     |   |        |       |              
|January 1, 2000   |                            |                     | 3,309 |                     |   | $      | 31.94 |               |  |  | 1,224 |  |  | $ | 33.85 | 
|                  | Granted at market price    |                     |       | 639                 |   |        |       | 12.91         |  |  |       |  |  |   |       |  | 
|                  | Granted above market price |                     |       | 74                  |   |        |       | 34.20         |  |  |       |  |  |   |       |  | 
|                  | Exercised                  |                     |       |                    |   |        |       |              |  |  |       |  |  |   |       |  | 
|                  | Cancelled                  |                     |       | (327                | ) |        |       | 33.02         |  |  |       |  |  |   |       |  | 
|                  |                            |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 
|December 30, 2000 |                            |                     | 3,695 |                     |   |        | 28.60 |               |  |  | 1,410 |  |  | $ | 33.71 | 
|                  | Granted at market price    |                     |       | 670                 |   |        |       | 16.17         |  |  |       |  |  |   |       |  | 
|                  | Exercised                  |                     |       | (18                 | ) |        |       | 13.63         |  |  |       |  |  |   |       |  | 
|                  | Cancelled                  |                     |       | (767                | ) |        |       | 31.19         |  |  |       |  |  |   |       |  | 
|                  |                            |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 
|December 29, 2001 |                            |                     | 3,580 |                     |   |        | 25.79 |               |  |  | 2,059 |  |  | $ | 24.18 | 
|                  | Granted at market price    |                     |       | 986                 |   |        |       | 26.59         |  |  |       |  |  |   |       |  | 
|                  | Exercised                  |                     |       | (320                | ) |        |       | 16.22         |  |  |       |  |  |   |       |  | 
|                  | Cancelled                  |                     |       | (238                | ) |        |       | 28.50         |  |  |       |  |  |   |       |  | 
|                  |                            |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 
|December 28, 2002 |                            |                     | 4,008 |                     |   | $      | 26.59 |               |  |  | 2,275 |  |  | $ | 23.02 | 
|                  |                            |                     |       |                     |   |        |       |               |  |  |       |  |  |   |       | 

The following tables summarizes information about
stock options outstanding as of December 28, 2002 (shares
in thousands):

|                 |  |                     |       |                     |  |           |      |             |  |           |       |  |  |  |       |  |  |   |       | 
|---------------- |  | ------------------- | ----- | ------------------- |  | --------- | ---- | ----------- |  | --------- | ----- |  |  |  | ----- |  |  | - | ----- | 
|                 |  |                     |       |                    
|                 |  | Options Outstanding |       | Options Exercisable
|                 |  |                     |       |                    
|                 |  |                     |       | Weighted-           |  | Weighted- |      |             |  | Weighted-
|                 |  |                     |       | Average             |  | Average   |      |             |  | Average  
|Range of         |  | Number              |       | Remaining           |  | Exercise  |      | Number      |  | Exercise 
|Exercise Prices  |  | Outstanding         |       | Years               |  | Price     |      | Exercisable |  | Price    
|                 |  |                     |       |                     |  |           |      |             |  |          
|$12.69 to $17.00 |  |                     | 1,393 |                     |  |           | 7.69 |             |  | $         | 14.52 |  |  |  | 1,311 |  |  | $ | 14.44 | 
|$22.20 to $27.49 |  |                     | 1,104 |                     |  |           | 7.19 |             |  |           | 26.22 |  |  |  | 288   |  |  |   | 26.13 | 
|$28.25 to $32.80 |  |                     | 591   |                     |  |           | 5.61 |             |  |           | 28.97 |  |  |  | 216   |  |  |   | 29.49 | 
|$38.50 to $54.81 |  |                     | 920   |                     |  |           | 4.17 |             |  |           | 43.78 |  |  |  | 460   |  |  |   | 42.49 | 
|                 |  |                     |       |                     |  |           |      |             |  |           |       |  |  |  |       |  |  |   |       | 
|$12.69 to $54.81 |  |                     | 4,008 |                     |  |           | 6.43 |             |  | $         | 26.59 |  |  |  | 2,275 |  |  | $ | 23.02 | 
|                 |  |                     |       |                     |  |           |      |             |  |           |       |  |  |  |       |  |  |   |       | 

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The weighted-average fair values of each stock
option granted during 2002, 2001 and 2000 of $9.29, $5.34,
$4.02, respectively, was estimated on the date of grant using
the Black-Scholes option pricing model with the following
weighted-average assumptions:

|                         |  |      |         |      |  |      |         |   |  |  |         |  
|------------------------ |  | ---- | ------- | ---- |  | ---- | ------- | - |  |  | ------- | -
|                         |  | 2002 |         | 2001 |  | 2000
|                         |  |      |         |      |  |     
|Dividend yields          |  |      | 2.3     | %    |  |      | 2.5     | % |  |  | 2.9     | %
|Expected volatility      |  |      | 34.3    | %    |  |      | 33.7    | % |  |  | 32.6    | %
|Risk free interest rates |  |      | 4.8     | %    |  |      | 5.0     | % |  |  | 5.9     | %
|Expected lives           |  |      | 7 years |      |  |      | 7 years |   |  |  | 7 years |  

The Company accounts for employee stock-based
compensation related to the Option Plans under Accounting
Principles Board Opinion No. 25 (APB 25),
Accounting for Stock Issued to Employees. As the Companys
stock options were granted at or above market price on the date
of grant, no compensation costs were recognized in the
accompanying Consolidated Statements of Income for 2002, 2001
and 2000. Had compensation costs been determined under FAS 123,
pro-forma net income and net income per common share would have
been as follows (in thousands, except per share data):

|                                    |             |      |   |        |  |      |   |         |  |  |   |        | 
|----------------------------------- | ----------- | ---- | - | ------ |  | ---- | - | ------- |  |  | - | ------ | 
|                                    |             | 2002 |   | 2001   |  | 2000
|                                    |             |      |   |        |  |     
|Net income                          |             |      |   |        |  |      |   |         |  |  |   |       
|                                    | As reported |      | $ | 36,281 |  |      | $ | 150,404 |  |  | $ | 67,655 | 
|                                    | Pro-forma   |      | $ | 33,762 |  |      | $ | 148,053 |  |  | $ | 64,981 | 
|Earnings per common share  basic   |             |      |   |        |  |      |   |         |  |  |   |       
|                                    | As reported |      | $ | 0.64   |  |      | $ | 2.69    |  |  | $ | 1.21   | 
|                                    | Pro-forma   |      | $ | 0.60   |  |      | $ | 2.65    |  |  | $ | 1.16   | 
|Earnings per common share  diluted |             |      |   |        |  |      |   |         |  |  |   |       
|                                    | As reported |      | $ | 0.64   |  |      | $ | 2.67    |  |  | $ | 1.21   | 
|                                    | Pro-forma   |      | $ | 0.60   |  |      | $ | 2.63    |  |  | $ | 1.16   | 

The Company has decided to expense the cost of
employee stock options and, accordingly, will adopt the fair
value method defined in FAS 123 in the first quarter of 2003.
FAS 148 provides three alternatives for transitioning to the
fair value method of accounting: the prospective method which
recognizes the fair value expense for all awards granted in the
year of adoption but not previous awards; the modified
prospective method which recognizes the fair value expense for
the unvested portion of all stock options granted, modified or
settled since 1994 (i.e., the unvested portion of the prior
awards or those granted in the year of adoption must be recorded
using the fair value method); and the retroactive restatement
method which is similar to the modified prospective method
except that all prior periods are restated. The Company will
apply the prospective method of adoption in FAS 148, and
accordingly, all employee stock option grants or modifications
from the first quarter 2003 and forward will be expensed over
the stock option vesting period based on the fair value at the
date the options are granted or modified. The Company does not
anticipate significant changes to future option awards after the
adoption of the fair value method. However, if the transaction
described in Note 18 is consummated, the Company expects that no
further options will be granted.

Note 13  Shareholders
Equity

The Companys authorized share capital as of
December 28, 2002 consisted of 80 million shares of no
par value common stock of which approximately 56.2 million and
55.9 million were issued and outstanding as of
December 28, 2002 and December 29, 2001, respectively,
and 30 million shares of no par value preferred stock,
issuable in series, none of which has been issued. As of
December 28, 2002, approximately 5.6 million shares
and 0.1 million shares of common stock were reserved for
issuance under the Companys Option Plans and
Directors Plan, respectively. As of December 28,
2002, approximately 3.3 million shares remain

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

authorized for repurchase under the
Companys existing stock repurchase program. No shares were
repurchased during 2002, 2001 and 2000.

The Companys policy is to pay quarterly
dividends on its common shares based on current and expected
earnings, cash needs of the Company and future prospects. In
December 2001, the Companys Board of Directors approved an
increase in the annual dividend paid to shareholders by 50% from
40 cents to 60 cents. As a result, effective the first quarter
of 2002, quarterly dividends on common shares are paid at an
annual rate of 60 cents per share. Total dividends for the years
ended December 28, 2002, December 29, 2001 and
December 30, 2000 amounted to $33.6 million,
$22.3 million and $22.3 million, respectively.

Note 14  Business
Segments

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

Management evaluates and monitors segment
performance primarily through earnings on continuing operations
before interest expense and income taxes (EBIT).
EBIT, which is disclosed as a line in the Consolidated
Statements of Income, is calculated by adding interest income
and other (expense) income  net to operating income.
Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States of America (GAAP) and
should not be considered in isolation or as a substitute for net
income or cash flow measures prepared in accordance with GAAP or
as a measure of the Companys profitability or liquidity.
Additionally, the Companys computation of EBIT may not be
comparable to other similarly titled measures computed by other
companies, because all companies do not calculate EBIT in the
same fashion.

Accounting policies of the four primary
reportable operating segments, other operating segments, and
Corporate and other are the same as those described in the
summary of significant accounting policies. The results of
operations and financial position of the four primary reportable
operating segments, other operating segments, and corporate and
other were as follows (in thousands):

|                                 |                          |      |           |           |  |      |           |           |  |   |           |           | 
|-------------------------------- | ------------------------ | ---- | --------- | --------- |  | ---- | --------- | --------- |  | - | --------- | --------- | 
|                                 |                          | 2002 |           | 2001      |  | 2000
|                                 |                          |      |           |           |  |     
|Revenues from external customers |                          |      |           |           |  |      |           |           |  |   |           |          
|                                 | Fresh fruit              |      | $         | 2,772,758 |  |      | $         | 2,701,422 |  |   | $         | 2,756,256 | 
|                                 | Fresh vegetables         |      |           | 825,559   |  |      |           | 827,528   |  |   |           | 845,776   | 
|                                 | Packaged foods           |      |           | 588,991   |  |      |           | 556,143   |  |   |           | 560,365   | 
|                                 | Fresh-cut flowers        |      |           | 173,927   |  |      |           | 196,430   |  |   |           | 200,473   | 
|                                 | Other operating segments |      |           | 30,838    |  |      |           | 33,298    |  |   |           | 37,243    | 
|                                 |                          |      |           |           |  |      |           |           |  |   |           |          
|                                 |                          | $    | 4,392,073 |           |  | $    | 4,314,821 |           |  | $ | 4,400,113 |          
|                                 |                          |      |           |           |  |      |           |           |  |   |           |          

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                              |                          |      |           |           |   |      |           |           |   |   |           |           |  
|----------------------------- | ------------------------ | ---- | --------- | --------- | - | ---- | --------- | --------- | - | - | --------- | --------- | -
|                              |                          | 2002 |           | 2001      |   | 2000
|                              |                          |      |           |           |   |     
|EBIT                          |                          |      |           |           |   |      |           |           |   |   |           |          
|                              | Fresh fruit              |      | $         | 217,844   |   |      | $         | 48,478    |   |   | $         | 1,536     |  
|                              | Fresh vegetables         |      |           | 82,699    |   |      |           | 47,793    |   |   |           | 77,084    |  
|                              | Packaged foods           |      |           | 64,905    |   |      |           | 43,684    |   |   |           | 56,877    |  
|                              | Fresh-cut flowers        |      |           | (5,925    | ) |      |           | (18,717   | ) |   |           | 293       |  
|                              | Other operating segments |      |           | 713       |   |      |           | (837      | ) |   |           | (878      | )
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|                              | Total operating segments |      |           | 360,236   |   |      |           | 120,401   |   |   |           | 134,912   |  
|                              | Corporate and other EBIT |      |           | (69,359   | ) |      |           | (57,423   | ) |   |           | 11,170    |  
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|                              |                          | $    | 290,877   |           |   | $    | 62,978    |           |   | $ | 146,082   |          
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|Assets                        |                          |      |           |           |   |      |           |           |   |   |           |          
|                              | Fresh fruit              |      | $         | 1,509,424 |   |      | $         | 1,407,979 |   |   | $         | 1,494,214 |  
|                              | Fresh vegetables         |      |           | 274,867   |   |      |           | 340,975   |   |   |           | 354,279   |  
|                              | Packaged foods           |      |           | 347,395   |   |      |           | 355,499   |   |   |           | 573,864   |  
|                              | Fresh-cut flowers        |      |           | 155,863   |   |      |           | 288,142   |   |   |           | 278,704   |  
|                              | Other operating segments |      |           | 10,575    |   |      |           | 8,963     |   |   |           | 21,546    |  
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|                              | Total operating segments |      |           | 2,298,124 |   |      |           | 2,401,558 |   |   |           | 2,722,607 |  
|                              | Corporate and other      |      |           | 738,728   |   |      |           | 366,264   |   |   |           | 78,727    |  
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|                              |                          | $    | 3,036,852 |           |   | $    | 2,767,822 |           |   | $ | 2,801,334 |          
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|Depreciation and amortization |                          |      |           |           |   |      |           |           |   |   |           |          
|                              | Fresh fruit              |      | $         | 69,257    |   |      | $         | 70,512    |   |   | $         | 77,281    |  
|                              | Fresh vegetables         |      |           | 13,179    |   |      |           | 14,557    |   |   |           | 14,308    |  
|                              | Packaged foods           |      |           | 12,245    |   |      |           | 14,006    |   |   |           | 15,409    |  
|                              | Fresh-cut flowers        |      |           | 6,166     |   |      |           | 9,578     |   |   |           | 9,176     |  
|                              | Other operating segments |      |           | 608       |   |      |           | 610       |   |   |           | 683       |  
|                              | Corporate and other      |      |           | 6,221     |   |      |           | 8,691     |   |   |           | 8,486     |  
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|                              |                          | $    | 107,676   |           |   | $    | 117,954   |           |   | $ | 125,343   |          
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|Capital additions             |                          |      |           |           |   |      |           |           |   |   |           |          
|                              | Fresh fruit              |      | $         | 171,249   |   |      | $         | 58,853    |   |   | $         | 60,485    |  
|                              | Fresh vegetables         |      |           | 13,523    |   |      |           | 16,770    |   |   |           | 13,012    |  
|                              | Packaged foods           |      |           | 16,785    |   |      |           | 10,011    |   |   |           | 15,766    |  
|                              | Fresh-cut flowers        |      |           | 2,629     |   |      |           | 31,297    |   |   |           | 15,864    |  
|                              | Other operating segments |      |           | 867       |   |      |           | 217       |   |   |           | 1,589     |  
|                              | Corporate and other      |      |           | 28,620    |   |      |           | 2,604     |   |   |           | 3,839     |  
|                              |                          |      |           |           |   |      |           |           |   |   |           |          
|                              |                          | $    | 233,673   |           |   | $    | 119,752   |           |   | $ | 110,555   |          
|                              |                          |      |           |           |   |      |           |           |   |   |           |          

The adoption of EITF 01-9, in 2002, reduced
previously reported revenues and selling, marketing and general
and administrative expenses by $9 million, $46 million
and $79 in the fresh fruit, fresh vegetables and packaged foods
operating segments, respectively, in 2001 and by
$8 million, $40 million and $54 million in the
fresh fruit, fresh vegetables and packaged foods operating
segments, respectively, in 2000. The adoption had no impact on
segment EBIT (see Note 2).

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Corporate and other EBIT includes general and
administrative costs not allocated to operating segments. In
2000, Corporate and other EBIT included net Hurricane Mitch
insurance proceeds of $43 million and a gain on the sale of
citrus assets of $9 million.

The Companys revenues from external
customers and net property, plant and equipment by geographic
area were as follows (in thousands):

|                                   |                     |      |           |           |  |      |           |           |  |   |           |           | 
|---------------------------------- | ------------------- | ---- | --------- | --------- |  | ---- | --------- | --------- |  | - | --------- | --------- | 
|                                   |                     | 2002 |           | 2001      |  | 2000
|                                   |                     |      |           |           |  |     
|Revenues from external customers   |                     |      |           |           |  |      |           |           |  |   |           |          
|                                   | United States       |      | $         | 2,117,889 |  |      | $         | 2,048,629 |  |   | $         | 2,029,992 | 
|                                   | Japan               |      |           | 559,256   |  |      |           | 516,317   |  |   |           | 594,823   | 
|                                   | Sweden              |      |           | 366,405   |  |      |           | 353,092   |  |   |           | 362,854   | 
|                                   | Germany             |      |           | 310,702   |  |      |           | 311,629   |  |   |           | 307,571   | 
|                                   | France              |      |           | 133,646   |  |      |           | 149,097   |  |   |           | 164,453   | 
|                                   | Italy               |      |           | 101,067   |  |      |           | 101,010   |  |   |           | 90,051    | 
|                                   | Other international |      |           | 803,108   |  |      |           | 835,047   |  |   |           | 850,369   | 
|                                   |                     |      |           |           |  |      |           |           |  |   |           |          
|                                   |                     | $    | 4,392,073 |           |  | $    | 4,314,821 |           |  | $ | 4,400,113 |          
|                                   |                     |      |           |           |  |      |           |           |  |   |           |          
|                                  
|Property, plant and equipment, net |                     |      |           |           |  |      |           |           |  |   |           |          
|                                   | United States       |      | $         | 320,934   |  |      | $         | 332,614   |  |   | $         | 358,042   | 
|                                   | Oceangoing assets   |      |           | 192,820   |  |      |           | 76,597    |  |   |           | 62,261    | 
|                                   | Ecuador             |      |           | 79,859    |  |      |           | 67,287    |  |   |           | 60,333    | 
|                                   | Costa Rica          |      |           | 77,632    |  |      |           | 79,085    |  |   |           | 92,795    | 
|                                   | Philippines         |      |           | 74,370    |  |      |           | 76,978    |  |   |           | 70,775    | 
|                                   | Colombia            |      |           | 58,454    |  |      |           | 66,978    |  |   |           | 91,217    | 
|                                   | Other international |      |           | 222,496   |  |      |           | 217,686   |  |   |           | 242,247   | 
|                                   |                     |      |           |           |  |      |           |           |  |   |           |          
|                                   |                     | $    | 1,026,565 |           |  | $    | 917,225   |           |  | $ | 977,670   |          
|                                   |                     |      |           |           |  |      |           |           |  |   |           |          

Note 15  Leases and Other
Commitments

The Company has obligations under non-cancelable
operating leases, primarily for vessel charters and containers,
as well as for certain equipment and office facilities. Certain
agricultural land leases provide for increases in minimum
rentals based on production. Lease payments under a significant
portion of the Companys operating leases are based on
variable interest rates. Total rental expense, including rent
related to cancelable and non-cancelable leases was
$109 million, $126 million and $148 million (net
of sublease income of $15 million, $13 million and
$10 million) for 2002, 2001 and 2000, respectively. The
Company capitalized equipment under capital leases of $15
million in 2002 and $25 million in 2001. The Company is
required to maintain certain financial covenants, including
minimum financial ratios, on both capitalized and operating
leases, which, if not met, would require the Company to purchase
the leased assets for amounts approximating its residual value.

The Company has both purchase and renewal options
under various off-balance sheet vessel, container and office
leases. As of December 28, 2002, the Companys maximum
potential undiscounted future payments on residual value
guarantees on such leases totaled approximately
$140 million. These guarantees generally become payable
based on the difference, if any, between the fair market value
of the leased asset at the lease termination date and the
guaranteed residual value. At December 28, 2002, the fair
market values of the underlying leased assets in each of these
leases was greater than the applicable residual guarantees, and

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

accordingly, no liability has been recorded for
these guarantees. As disclosed in Note 2, the Company is
currently in the process of evaluating the impact, if any, of
the adoption of FIN 46 on its financial condition and results of
operations. Consolidation of the Companys off-balance
sheet leases, if required by the statement, would increase
assets and liabilities on the consolidated balance sheet by
approximately $168 million.

As of December 28, 2002, the Companys
aggregate non-cancelable minimum lease commitments, including
residual value guarantees, before sublease income, were as
follows (in thousands):

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2003                |  | $ | 84,938  | 
|2004                |  |   | 119,752 | 
|2005                |  |   | 84,494  | 
|2006                |  |   | 27,260  | 
|2007                |  |   | 19,043  | 
|2008 and thereafter |  |   | 110,188 | 
|                    |  |   |         | 
|Total               |  | $ | 445,675 | 
|                    |  |   |         | 

Total future sublease income is $38 million.

Note 16  Contingencies

The Company is a guarantor of indebtedness of
certain key fruit suppliers and other entities integral to the
Companys operations. At December 28, 2002, the
Companys guarantees primarily comprise of guarantees for
bank loans to its growers of $5 million, guarantees to
foreign regulatory authorities of $21 million, and various
commercial bank guarantees of $8 million.

Grower guarantees represent guarantees of amounts
advanced to independent growers that supply the Company with
product. The advances are made under third party bank
agreements, which are guaranteed by the Company. The Company
carefully monitors amounts outstanding under the bank agreements
and records an allowance for any amounts which it believes will
not be recoverable from the growers. This determination includes
assessing the financial strength of the growers, their
historical payment history and the age of outstanding and unpaid
advances.

The Company also provides guarantees to various
regulatory authorities, primarily in Europe, in order to comply
with foreign regulations when operating businesses overseas. The
most significant of these guarantees, for banana import license
fees, are granted to the European Union member states
agricultural authority. The Companys subsidiaries obtain
guarantees from commercial banks, which are then secured by the
Companys guarantee to the bank. The Company has not
historically experienced any significant losses associated with
these guarantees.

The Company also provides various guarantees,
mostly to foreign banks, in the course of its normal business
operations to support the borrowings, leases and other
obligations of its subsidiaries and key business partners. The
Company has not historically experienced any significant losses
associated with these guarantees.

In connection with the acquisition of its 60%
interest in Saba Trading AB in 1998, the Company has the right
to purchase (the call option), at its sole
discretion, the minority shareholders entire interest in
Saba during either January 2004 or January 2008. In addition,
each minority shareholder separately has the right to require
the Company to purchase (the put option) the
shareholders interest during either February 2005 or
February 2008. The call option price and the put option price
are computed based upon formulas as specified in the agreements.
In the event that each minority shareholder exercises its put
option, the minimum

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

aggregate price payable by the Company for these
minority interests under these formulas would approximate
$56 million at December 28, 2002.

The Company is involved from time to time in
claims and legal actions incidental to its operations, both as
plaintiff and defendant. The Company has established what
management currently believes to be adequate reserves for
pending legal matters. These reserves are established as part of
an ongoing worldwide assessment of claims and legal actions that
takes into consideration such items as changes in the pending
case load (including resolved and new matters), opinions of
legal counsel, individual developments in court proceedings,
changes in the law, changes in business focus, changes in the
litigation environment, changes in opponent strategy and
tactics, new developments as a result of ongoing discovery, and
past experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.

A significant portion of the Companys legal
exposure relates to lawsuits pending in the United States and in
several foreign countries, alleging injury as a result of
exposure to the agricultural chemical DBCP
(1,2-dibromo-3-chloropropane). DBCP was manufactured by several
chemical companies including Dow and Shell and registered by the
U.S. government for use on food crops. The Company and other
growers applied DBCP on banana farms in Latin America and the
Philippines and on pineapple farms in Hawaii. Specific periods
of use varied among the different locations. The Company halted
all purchases of DBCP, including for use in foreign countries,
when the U.S. EPA cancelled the registration of DBCP for use in
the United States in 1979. That cancellation was based in part
on the apparent link between male sterility and exposure to DBCP
among factory workers producing the product in 1977, as well as
early product testing done by the manufacturers showing
testicular effects on animals exposed to DBCP. To date, there is
no reliable evidence demonstrating that field application of
DBCP led to sterility among farm workers, although that claim is
made in the pending lawsuits. Nor is there any reliable
scientific evidence that DBCP causes any other injuries in
humans, although plaintiffs in the various actions assert claims
based on cancer, birth defects and other general illnesses.

Currently there are 808 lawsuits, in various
stages of proceedings, alleging injury as a result of exposure
to DBCP. Nine of these lawsuits are currently pending in various
jurisdictions in the United States, with the remainder pending
in Latin America and the Philippines. Claimed damages total
$15.8 billion, with the lawsuits in Nicaragua representing
73% of this amount. In almost all of these cases, the Company is
a joint defendant with the major DBCP manufacturers and,
typically, other banana growers. To date, none of these lawsuits
has resulted in a verdict or judgment against the Company.
However, as described below, a judgment has been rendered in a
DBCP case in Nicaragua.

In Nicaragua, the Company has been served in 31
of 300 pending cases, with the majority of the lawsuits brought
pursuant to Law 364, an October 2000 Nicaraguan statute that
contains substantive and procedural provisions that
Nicaraguas acting Attorney General formally opined are
unconstitutional. Nine of the 31 cases served were consolidated
into one case before a civil trial court in Managua, with the
plaintiffs naming an entity denominated as Dole Food
Corporation Inc. as a defendant. The Company is aware of
no legal entity bearing that name, and the Company is certain
that no such legal entity is related to the Company. As a
result, the Company responded in these nine consolidated cases
on behalf of Dole Fresh Fruit Company, a subsidiary of the
Company, which has been named as a defendant in other pending
DBCP matters, including matters brought by Nicaraguan citizens.
The Company paid a $100,000 non- refundable deposit to the
Nicaraguan court, as required under Law 364, to participate in
the litigation. On October 25, 2002, the civil trial court
in Managua issued a ruling that Dole Fresh Fruit Company was not
a party to the nine consolidated cases. Thereafter, counsel for
Dole Fresh Fruit Company notified the court that no legal entity
known as Dole Food Corporation Inc. exists and
offered to appear on behalf of Dole Food Company, Inc. and to
ratify all prior

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

pleadings of Dole Fresh Fruit Company. On
November 25, 2002, the civil trial court issued a ruling
that Dole Food Company, Inc. is not a defendant in the nine
consolidated cases.

On December 13, 2002, the Nicaraguan civil
trial court entered a judgment in the aggregate amount of
$489 million on behalf of 468 plaintiffs against Dow
Chemical Company, also known as Dow AgroSciences, Shell Chemical
Company, Standard Fruit and Vegetable Company and Dole
Food Corporation Inc. in the nine consolidated actions.
Because the civil trial court had held that the Company is not a
defendant in the case, the court also ordered that the
Companys $100,000 deposit be returned. Standard Fruit and
Vegetable Company is a Texas corporation that is wholly
unrelated to the Company.

The Company believes that the Nicaraguan civil
trial courts judgment will not be enforceable against any
Dole entity in the U.S. or in any other country, because no Dole
entity has been named in the judgment and Nicaraguas Law
364 is unconstitutional and violates international due process.
Among other things, Law 364 is an improper special
law directed at particular parties, it requires defendants
to pay large, non-refundable deposits in order to participate in
the litigation, it provides a severely truncated procedural
process, it establishes irrebutable presumption of causation
that are contrary to the evidence and scientific data, and it
sets unreasonable minimum damages that must be awarded. In
addition, although the Company sought to participate in the
case, the Nicaraguan civil trial court ruled that the Company
would not be heard and that the Companys legal motions and
papers would not be considered. Finally, as previously noted,
the civil trial court ruled that neither Dole Food Company, Inc.
nor Dole Fresh Fruit Company is a defendant in the case. For
these reasons, the Company does not believe a U.S. court or that
of any other nation would enforce this judgment.

As to all the DBCP matters, the Company has
denied liability and asserted substantial defenses. Although no
assurance can be given concerning the outcome of these cases, in
the opinion of management, after consultation with legal counsel
and based on past experience defending and settling DBCP claims,
the pending lawsuits are not expected to have a material adverse
effect on the Companys financial condition or results of
operations.

Note 17  Related Party
Transactions

In September 1998 the Company acquired 60% of
Saba Trading AB, a Swedish company. The remaining 40% minority
interest is held 25% by another Swedish company and 15% by a
Swedish co-op. As part of its normal operations, Saba routinely
sells fresh fruit, vegetables and flowers to certain entities in
which these minority shareholders are principal owners. Revenues
from the Swedish company-related entities were $72 million,
$57 million and $65 million in 2002, 2001 and 2000,
respectively. Revenues from the co-op related entities were
$139 million, $129 million and $133 million in
2002, 2001 and 2000, respectively. Amounts due from the Swedish
company and co-op related entities were $8.1 million and
$9.6 million, respectively, at December 28, 2002 and
$4.4 million and $8.6 million, respectively, at
December 29, 2001.

David H. Murdock, the Companys Chairman and
Chief Executive Officer, owns Castle & Cooke, Inc.
(Castle) as well as a transportation equipment
leasing company, a private dining club and a private country
club, which supply products and provide services to numerous
customers and patrons. During fiscal 2002, 2001 and 2000, the
Company paid Mr. Murdocks companies an aggregate of
approximately $4 million, $3 million and
$2 million, respectively, primarily for the rental of truck
chassis, generator sets and warehousing services. Castle
purchased approximately $0.4 million, $0.2 million and
$0.3 million of products from the Company in 2002, 2001 and
2000, respectively.

In October 2001, the Company and Castle entered
into an agreement to replace an aircraft held 50% by each party.
The ownership percentage in the new aircraft is 68% by the
Company and 32% by Castle. Under co-ownership agreements, the
Company and Castle have agreed that each party would be
responsible for the direct costs associated with its use of
these aircraft, and that all other indirect costs would be
shared in

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

proportion to each partys ownership
percentage. During 2002, 2001 and 2000, the Companys
proportionate share of the direct and indirect costs for these
aircraft was $0.9 million, $1.3 million and
$1.0 million, respectively.

Note 18  Shareholder
Proposal

On December 18, 2002, the Company and
Mr. Murdock signed a definitive merger agreement
(merger agreement) pursuant to which
Mr. Murdock will acquire the approximately 76% of the
Companys common stock that he and his family do not
already own for $33.50 per share in cash. Upon completion of the
merger, the Company will become wholly owned by Mr. Murdock
through DHM Holding Company, Inc.

The Company has filed with the Securities and
Exchange Commission and mailed to its shareholders definitive
proxy materials for a special meeting of shareholders to vote on
the proposed merger of DHM Acquisition Company, Inc., which is
wholly owned by DHM Holding Company, Inc., into the Company. The
special meeting is scheduled for March 26, 2003. The merger
is conditioned upon, among other things, its approval by
shareholders who own a majority of the outstanding shares not
already owned by Mr. Murdock or his family, and completion
of the financing contemplated by the merger.

It is anticipated that funds necessary to
purchase the outstanding shares of the Company will be provided
by Mr. Murdock, a bank syndicate, and/or institutional
investors. Completion of the financing required to complete the
transaction and refinance some of the Companys debt is
subject to the execution of definitive loan agreements and the
satisfaction of the conditions therein. Such financing is
currently expected to consist of $1.125 billion of senior
secured credit facilities (currently expected to consist of
approximately $825 million of term loan facilities and
approximately $300 million of revolving credit facilities,
a portion of which revolving credit facilities will be drawn
upon on the closing date of the merger) and approximately
$475 million of new senior debt securities. The Company
announced on March 17, 2003, that it had priced at par
$475 million of 8.875% Senior Notes due 2011 (the
2011 Notes). The 2011 Notes are being offered
pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. Assuming shareholder approval of the
merger agreement and satisfaction of financing conditions, the
Company expects that the closing of the offering and the
delivery of the 2011 Notes will occur shortly thereafter.

In addition, the Company and Mr. Murdock
announced that, assuming the merger receives the required
approval by the Companys shareholders and becomes
effective, the Company expects to redeem or retire its 7% Notes
due 2003 and 6.375% Senior Notes due 2005, which had outstanding
principal balances of $209.8 million and $300 million,
respectively, at December 28, 2002. The Company also
expects that its 7.25% Senior Notes due 2009 and 7.875%
Debentures due 2013 will remain outstanding. The Company intends
to modify the Senior Notes due 2009 and Debentures due 2013 to
provide for interest rates of 8.625% and 8.75%, respectively,
and for substantially the same covenants and subsidiary
guarantees as will exist under the Notes. The exact timing of
these actions would be dependent on the timing of the merger.
Additionally, all outstanding stock options (other than those
held by Mr. Murdock) would immediately vest and would be
settled in cash, upon consummation of the merger.

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DOLE FOOD COMPANY, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

II.     Supplementary
Data

Quarterly Financial Information
(Unaudited)

The following table presents summarized quarterly
results (in thousands, except per-share data):

|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |           |  
|------------------------------------------------ | --------------------------------------------------------- | ------- | - | --------- | - | ------- | - | --------- |  | ---- | - | --------- | - |  | - | ------- |  |  | - | --------- | -
|                                                 |                                                           | First   |   | Second    |   | Third   |   | Fourth    |  |     
|                                                 |                                                           | Quarter |   | Quarter   |   | Quarter |   | Quarter   |  | Year
|                                                 |                                                           |         |   |           |   |         |   |           |  |     
|2002                                             |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Revenues, net                                             |         | $ | 1,059,415 |   |         | $ | 1,118,185 |  |      | $ | 1,254,494 |   |  | $ | 959,979 |  |  | $ | 4,392,073 |  
|                                                 | Gross margin                                              |         |   | 181,104   |   |         |   | 198,109   |  |      |   | 181,068   |   |  |   | 144,054 |  |  |   | 704,335   |  
|                                                 | Net income from continuing operations                     |         |   | 56,279    |   |         |   | 66,848    |  |      |   | 14,650    |   |  |   | 18,421  |  |  |   | 156,198   |  
|                                                 | Net income from discontinued operations                   |         |   |          |   |         |   |          |  |      |   |          |   |  |   |        |  |  |   |          |  
|                                                 | Cumulative effect of a change in accounting
    principle |         |   | (119,917  | ) |         |   |          |  |      |   |          |   |  |   |        |  |  |   | (119,917  | )
|                                                 | Net income (loss)                                         |         |   | (63,638   | ) |         |   | 66,848    |  |      |   | 14,650    |   |  |   | 18,421  |  |  |   | 36,281    |  
|Net income (loss) per common share 
    basic   |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Continuing operations                                     |         | $ | 1.01      |   |         | $ | 1.19      |  |      | $ | 0.26      |   |  | $ | 0.33    |  |  | $ | 2.78      |  
|                                                 | Discontinued operations                                   |         |   |          |   |         |   |          |  |      |   |          |   |  |   |        |  |  |   |          |  
|                                                 | Cumulative effect of a change in accounting
    principle |         |   | (2.14     | ) |         |   |          |  |      |   |          |   |  |   |        |  |  |   | (2.14     | )
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Net income (loss) per common share 
    basic            |         | $ | (1.13     | ) |         | $ | 1.19      |  |      | $ | 0.26      |   |  | $ | 0.33    |  |  | $ | 0.64      |  
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|Net income (loss) per common share 
    diluted |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Continuing operations                                     |         | $ | 0.99      |   |         | $ | 1.18      |  |      | $ | 0.26      |   |  | $ | 0.32    |  |  | $ | 2.76      |  
|                                                 | Discontinued operations                                   |         |   |          |   |         |   |          |  |      |   |          |   |  |   |        |  |  |   |          |  
|                                                 | Cumulative effect of a change in accounting
    principle |         |   | (2.11     | ) |         |   |          |  |      |   |          |   |  |   |        |  |  |   | (2.12     | )
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Net income (loss) per common share 
    diluted          |         | $ | (1.12     | ) |         | $ | 1.18      |  |      | $ | 0.26      |   |  | $ | 0.32    |  |  | $ | 0.64      |  
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|2001                                             |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Revenues, net                                             |         | $ | 1,031,483 |   |         | $ | 1,127,921 |  |      | $ | 1,208,055 |   |  | $ | 947,362 |  |  | $ | 4,314,821 |  
|                                                 | Gross margin                                              |         |   | 143,246   |   |         |   | 149,231   |  |      |   | 35,840    |   |  |   | 104,723 |  |  |   | 433,040   |  
|                                                 | Net income (loss) from continuing operations              |         |   | 29,455    |   |         |   | 33,285    |  |      |   | (103,902  | ) |  |   | 4,084   |  |  |   | (37,078   | )
|                                                 | Net income from discontinued operations                   |         |   | 5,264     |   |         |   | 3,683     |  |      |   | 9,146     |   |  |   | 169,389 |  |  |   | 187,482   |  
|                                                 | Cumulative effect of a change in accounting
    principle |         |   |          |   |         |   |          |  |      |   |          |   |  |   |        |  |  |   |          |  
|                                                 | Net income (loss)                                         |         |   | 34,719    |   |         |   | 36,968    |  |      |   | (94,756   | ) |  |   | 173,473 |  |  |   | 150,404   |  
|Net income (loss) per common share 
    basic   |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Continuing operations                                     |         | $ | 0.53      |   |         | $ | 0.59      |  |      | $ | (1.86     | ) |  | $ | 0.07    |  |  | $ | (0.66     | )
|                                                 | Discontinued operations                                   |         |   | 0.09      |   |         |   | 0.07      |  |      |   | 0.16      |   |  |   | 3.03    |  |  |   | 3.35      |  
|                                                 | Cumulative effect of a change in accounting
    principle |         |   |          |   |         |   |          |  |      |   |          |   |  |   |        |  |  |   |          |  
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Net income (loss) per common share 
    basic            |         | $ | 0.62      |   |         | $ | 0.66      |  |      | $ | (1.70     | ) |  | $ | 3.10    |  |  | $ | 2.69      |  
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|Net income (loss) per common share 
    diluted |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Continuing operations                                     |         | $ | 0.53      |   |         | $ | 0.59      |  |      | $ | (1.86     | ) |  | $ | 0.07    |  |  | $ | (0.66     | )
|                                                 | Discontinued operations                                   |         |   | 0.09      |   |         |   | 0.07      |  |      |   | 0.16      |   |  |   | 3.00    |  |  |   | 3.33      |  
|                                                 | Cumulative effect of a change in accounting
    principle |         |   |          |   |         |   |          |  |      |   |          |   |  |   |        |  |  |   |          |  
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          
|                                                 | Net income (loss) per common share 
    diluted          |         | $ | 0.62      |   |         | $ | 0.66      |  |      | $ | (1.70     | ) |  | $ | 3.07    |  |  | $ | 2.67      |  
|                                                 |                                                           |         |   |           |   |         |   |           |  |      |   |           |   |  |   |         |  |  |   |          

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|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure

The Audit Committee of the Board of Directors of
Dole annually considers and recommends to the Board of Directors
the selection of Doles independent public accountants. As
recommended by Doles Audit Committee, Doles Board of
Directors on May 16, 2002 decided to no longer engage
Andersen as Doles independent public accountants and
engaged Deloitte & Touche LLP to serve as Doles
independent public accountants for 2002.

Andersens reports on Doles
consolidated financial statements for the past two fiscal years
contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles. Andersens report on Doles
consolidated financial statements for 2001 was issued on an
unqualified basis in conjunction with the publication of
Doles Annual Report to Stockholders and the filing of
Doles Annual Report on Form 10-K.

During fiscal years 2000 and 2001 and through
May 16, 2002, there were no disagreements with Andersen on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if
not resolved to Andersens satisfaction, would have caused
them to make reference to the subject matter in connection with
their report on Doles consolidated financial statements
for such years; and there were no reportable events, as listed
in Item 304(a)(1)(v) of Regulation S-K.

Dole requested that Andersen furnish it with a
letter addressed to the Securities and Exchange Commission
stating whether or not Andersen agrees with the foregoing
disclosures. A copy of such letter, dated May 17, 2002, is
incorporated by reference, in which Andersen stated its
agreement with the foregoing disclosures.

During fiscal years 2000 and 2001 and through
May 16, 2002, Dole did not consult with Deloitte &
Touche LLP with respect to the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
Doles consolidated financial statements, or any other
matters or reportable events listed in Items 304(a)(2)(ii) of
Regulation S-K. During the 2002 fiscal year there were no
disagreements with Deloitte and Touche LLP on accounting
principles or practices for financial statement disclosures.

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PART III




Item
10.     Directors and Executive
Officers of the Registrant

Below is a list of the names and ages of all
directors and executive officers of Dole as of March 14,
2003, indicating their positions with Dole and their principal
occupations during the past five years. The current terms of the
executive officers will expire at the next organizational
meeting of Doles Board of Directors or at such time as
their successors are elected.

|                         |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------ |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |  |      |  | Positions with Dole and Subsidiaries and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Name                     |  | Age  |  | Five-Year Employment History                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|David H. Murdock         |  | (79) |  | Chairman of the Board, Chief Executive Officer
    and Director of Dole since July 1985. Chairman of the Board,
    Chief Executive Officer and Director of Castle & Cooke,
    Inc., a Hawaii corporation, since October 1995 (indirectly
    wholly-owned by Mr. Murdock since September 2000). Since
    June 1982, Chairman of the Board and Chief Executive Officer of
    Flexi-Van Leasing, Inc., a Delaware corporation wholly-owned by
    Mr. Murdock. Sole owner and developer of the Sherwood Country
    Club in Ventura County, California, and numerous other real
    estate developments; also sole stockholder of numerous
    corporations engaged in a variety of business ventures and in
    the manufacture of textile-related products and industrial and
    building products.
|C. Michael Carter        |  | (59) |  | Vice President, General Counsel and Corporate
    Secretary of Dole since October 2000. Executive Vice President,
    General Counsel and Corporate Secretary of Pinkertons,
    Inc. from September 1994 to July 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Mike Curb                |  | (58) |  | Director of Dole. Chairman of the Board of Curb
    Records, Inc., a record company, and Curb Entertainment
    International Corp., an entertainment company since prior to
    1998. Mr. Curb served as Lieutenant Governor of the State
    of California from 1978 to 1982, and served as Chairman of the
    National Conference of Lieutenant Governors during 1982. Mr.
    Curb served as Chairman of the Republican National Finance
    Committee from August 1982 to January 1985. Mr. Curb is
    also a director of various community organizations.                                                                                                                                                                                                                                       
|Richard J. Dahl          |  | (51) |  | Vice President and Chief Financial Officer of
    Dole since June 2002. President and Chief Operating Officer of
    Pacific Century Financial Corporation and Bank of Hawaii from
    1994 to 2002. Prior to Pacific Century, held various positions
    at Ernst & Young.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|David A. DeLorenzo       |  | (56) |  | Director of Dole. Vice Chairman of Dole from
    February 2001 through December 2001. President and Chief
    Operating Officer of Dole from March 1996 to February 2001.
    President of Dole Food Company-International from September 1993
    to March 1996. Executive Vice President of Dole from July 1990
    to March 1996. President of Dole Fresh Fruit Company from
    September 1986 to June 1992.                                                                                                                                                                                                                                                                                                                                                                                        
|E. Rolland Dickson, M.D. |  | (69) |  | Director of Dole. Chair, Mayo Foundation
    Development Committee since 2001. Director for Development of
    Mayo Foundation for Medical Education and Research since 1992.
    Mary Lowell Leary Professor of Medicine at Mayo Clinic/ Mayo
    Foundation since 1987. Dr. Dickson also serves on the Board
    of Directors of NeoRx Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|                    |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------- |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |      |  | Positions with Dole and Subsidiaries and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Name                |  | Age  |  | Five-Year Employment History                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                    |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Richard M. Ferry    |  | (65) |  | Director of Dole. Founder Chairman of Korn/ Ferry
    International, an international executive search firm from July
    2001. Chairman of the Board from May 1977 through July 2001 of
    Korn/ Ferry. Mr. Ferry also serves on the Boards of
    Directors of Avery Dennison Corporation, Pacific Life Insurance
    Company and Mrs. Fields Famous Brands, Inc., as well
    as a number of privately held and not- for-profit corporations.                                                                                                                                       
|George R. Horne     |  | (66) |  | Vice President, Administration and Support
    Operations of Dole since April 2001; Vice President 
    Human Resources of Dole since February 1986. Vice President of
    Dole since October 1982.                                                                                                                                                                                                                                                                                                                                                                                     
|Yoon J. Hugh        |  | (32) |  | Corporate Controller and Chief Accounting Officer
    since October 2002. Assistant Corporate Controller of Dole from
    December 2001 to October 2002. Senior Manager at
    PricewaterhouseCoopers LLP from 2000 to 2001. Manager at
    PricewaterhouseCoopers LLP from 1998 to 2000.                                                                                                                                                                                                                                                                                                
|Lawrence A. Kern    |  | (55) |  | President and Chief Operating Officer and
    Director of Dole since February 2001. President of Dole Fresh
    Vegetables, Inc. from January 2000 to February 2001 and from
    January 1993 to December 1999. President and Chief Operating
    Officer of Apio, Inc. from December 1999 to January 2000.                                                                                                                                                                                                                                                                              
|Lawrence M. Johnson |  | (62) |  | Director of Dole. Former Chairman and Chief
    Executive Officer of Pacific Century Financial Corporation and
    its principal subsidiary, Bank of Hawaii (from 1994; retired
    November 2000). Mr. Johnson serves on the boards of the
    EastWest Center, Hawaii Pacific University, Hawaii
    Preparatory Academy, Hawaii Community Foundation, Hawaii Tourism
    Authority, Pacific Basin Economic Council and The Nature
    Conservancy of Hawaii and a number of community organizations.                                                                                 
|Zoltan Merszei      |  | (80) |  | Director of Dole. Former Chairman, President and
    Chief Executive Officer of the Dow Chemical Company (retired in
    1979). Former Vice Chairman and President of Occidental
    Petroleum Corporation (retired in 1989). Mr. Merszei
    currently serves as a technical consultant to a variety of
    United States and foreign corporations. Mr. Merszei also serves
    on the Boards of Directors of the Budd Company, Hong Leong
    Corporation, Thyssen Budd Automotive Corporation and Thyssen
    Henschel America, Inc.                                                  
|Roberta Wieman      |  | (58) |  | Vice President of Dole since February 1995.
    Executive Assistant to the Chairman of the Board and Chief
    Executive Officer from November 1991 to February 1995. Executive
    Vice President of Castle & Cooke, Inc. from August 2001;
    Vice President and Corporate Secretary of Castle & Cooke,
    Inc. from April 1996 to August 2001; and Corporate Secretary of
    Castle & Cooke, Inc. from April 1996. Director of Flexi-Van
    Leasing, Inc. (which is wholly- owned by Mr. Murdock) since
    August 1996 and Assistant Secretary thereof for more than
    5 years.

Messrs. Ferry and Johnson filed Forms 4 on
October 22, 2002 with respect to non-employee director
grants of approximately 17.9 stock units on August 23, 2002
and 19.5 stock units on September 20, 2002. Mr. Dahl
filed a Form 4 on September 13, 2002 with respect to
his August 1, 2002 market purchase of 1,000 shares of Dole
common stock.

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Item
11.     Executive
Compensation

Remuneration of Directors

Directors who are not employees of Dole
(Non-Employee Directors) are compensated for their
services as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An annual retainer fee of $24,000, payable in
    equal quarterly installments.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | A fee of $2,000 for each regularly scheduled
    meeting of the Board of Directors attended, and a fee of $1,000
    for each telephonic meeting of the Board of Directors in which
    the Non-Employee Director participates.                                                                                                                                                                                                                                                           
|
| |  | A fee of $1,000 for each committee meeting
    attended, a fee of $1,000 for each telephonic committee meeting
    in which the Non-Employee Director participates and a fee of
    $2,500 per year for service as chairperson of the Audit and of
    the Compensation Committees.                                                                                                                                                                                                       
|
| |  | An annual stock option grant of
    1,500 options pursuant to the Non-Employee Directors Stock
    Option Plan approved by stockholders in 1995. The options become
    exercisable in three equal annual installments and have a
    10-year term, subject to earlier termination upon termination of
    service. (On February 15, 2002, Non-Employee Directors each
    received an annual grant of 1,500 options at an exercise
    price of $30.05 (the market price on grant date)).
|
| |  | A special committee fee of $25,000, payable in
    equal quarterly installments.                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | A fee of $1,000 for each special committee
    meeting attended, in which the Non-Employee Director
    participates and a fee of $10,000 per year for service as
    chairperson of the Special Committee.                                                                                                                                                                                                                                                                               

Pursuant to Doles Non-Employee Directors
Deferred Stock and Cash Compensation Plan, one-half of each
Non-Employee Directors annual retainer fee is
automatically allocated to stock units payable solely in Common
Stock following a directors termination of service.
Non-Employee Directors may elect to receive their remaining
compensation in cash or to defer all or part of their remaining
compensation in additional stock units or deferred cash
accounts. During 2001, deferred cash accounts in the plan were
credited with an interest rate of approximately 7.0%.

On March 22, 2001, the Board of Directors
approved amendments to the Non-Employee Directors Stock Option
Plan and the Non-Employee Directors Deferred Stock and Cash
Compensation Plans. These amendments relate to the circumstances
under which an accelerated vesting of unvested options shall
occur and certain definitions relevant thereto. The amendments
were included in Exhibit 10.10 to Doles annual report
on Form 10-K for the fiscal year ended December 30,
2000.

The reasonable expenses incurred by each director
in connection with his duties as a director are also reimbursed
by Dole, including the expenses incurred by directors
spouses in accompanying the directors to one Board meeting each
year. A Board member who is also an employee of Dole does not
receive compensation for service as a director.

COMPENSATION OF EXECUTIVE OFFICERS

Except as noted, the following table sets forth
for Doles fiscal years ended December 28, 2002,
December 29, 2001 and December 30, 2000, in prescribed
format, the compensation for services in all capacities to Dole
and its subsidiaries of those persons who were the Chief
Executive Officer and the other four most highly compensated
persons who were executive officers of Dole and its subsidiaries
at December 28, 2002 (the Named Executive
Officers).

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Summary Compensation Table

|                          |                                                                      |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |   |  |  |         |         |  |   |         |        |  |   |           |         | 
|------------------------- | -------------------------------------------------------------------- | ---- | ---- | ------------------- |  | ----------- | ------- | ----------- |  | ---------------------- | --------- | ---------- |  | -------- | ------- | - |  |  | ------- | ------- |  | - | ------- | ------ |  | - | --------- | ------- | 
|                          |                                                                      |      |      |                     |  |             |         |             |  |                       
|                          |                                                                      |      |      |                     |  |             |         |             |  | Long-Term Compensation
|                          |                                                                      |      |      |                     |  |             |         |             |  |                       
|                          |                                                                      |      |      |                     |  |            
|                          |                                                                      |      |      | Annual Compensation |  | Awards     
|                          |                                                                      |      |      |                     |  |            
|                          |                                                                      |      |      |                     |  | Other       |         | Securities  |  |                       
|Name and                  |                                                                      |      |      |                     |  | Annual      |         | Underlying  |  | LTIP                   |           | All Other 
|Principal Position        |                                                                      | Year |      | Salary($)           |  | Bonus($)(1) |         | Comp.($)(2) |  | Options(#)             |           | Payouts(3) |  | Comp.(4)
|                          |                                                                      |      |      |                     |  |             |         |             |  |                        |           |            |  |         
|David H. Murdock(5)       |                                                                      |      | 2002 |                     |  | $           | 849,423 |             |  | $                      | 1,275,000 |            |  | $        | 0       |   |  |  | 125,000 |         |  | $ | 466,079 |        |  | $ | 1,019,630 |        
|                          | Chairman & CEO                                                       |      |      | 2001                |  |             | $       | 800,000     |  |                        | $         | 900,000    |  |          | $       | 0 |  |  |         | 100,000 |  |   | $       | 98,431 |  |   | $         | 196,862 | 
|                          | Dole Food Company, Inc.                                              |      |      | 2000                |  |             | $       | 800,000     |  |                        | $         | 180,000    |  |          | $       | 0 |  |  |         | 100,000 |  |   | $       | 14,313 |  |   | $         | 28,627  | 
|Lawrence A. Kern(6)(7)(8) |                                                                      |      | 2002 |                     |  | $           | 748,846 |             |  | $                      | 765,000   |            |  | $        | 197,433 |   |  |  | 75,000  |         |  | $ | 369,305 |        |  | $ | 797,200   |        
|                          | President & COO                                                      |      |      | 2001                |  |             | $       | 583,846     |  |                        | $         | 585,000    |  |          | $       | 0 |  |  |         | 50,000  |  |   | $       | 64,872 |  |   | $         | 134,843 | 
|                          | Dole Food Company, Inc.                                              |      |      | 2000                |  |             | $       | 373,077     |  |                        | $         | 405,000    |  |          | $       | 0 |  |  |         | 50,000  |  |   | $       | 10,536 |  |   | $         | 5,100   | 
|C. Michael Carter(9)      |                                                                      |      | 2002 |                     |  | $           | 430,885 |             |  | $                      | 337,500   |            |  | $        | 0       |   |  |  | 25,000  |         |  | $ | 0       |        |  | $ | 78,747    |        
|                          | Vice President, General                                              |      |      | 2001                |  |             | $       | 380,000     |  |                        | $         | 285,000    |  |          | $       | 0 |  |  |         | 25,000  |  |   | $       | 0      |  |   | $         | 5,100   | 
|                          | Counsel & Corporate Secretary                                        |      |      | 2000                |  |             | $       | 95,000      |  |                        | $         | 47,500     |  |          | $       | 0 |  |  |         | 25,000  |  |   | $       | 0      |  |   | $         | 0       | 
|                          | Dole Food Company, Inc.                                              |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |   |  |  |         |         |  |   |         |        |  |   |           |         | 
|Richard J. Dahl(10)       |                                                                      |      | 2002 |                     |  | $           | 255,769 |             |  | $                      | 187,500   |            |  | $        | 0       |   |  |  | 50,000  |         |  | $ | 0       |        |  | $ | 28,135    |        
|                          | Vice President & Chief Financial Officer
    Dole Food Company, Inc. |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |   |  |  |         |         |  |   |         |        |  |   |           |         | 
|George R. Horne           |                                                                      |      | 2002 |                     |  | $           | 373,232 |             |  | $                      | 281,250   |            |  | $        | 0       |   |  |  | 25,000  |         |  | $ | 96,444  |        |  | $ | 234,652   |        
|                          | Vice President, Administration                                       |      |      | 2001                |  |             | $       | 320,508     |  |                        | $         | 262,500    |  |          | $       | 0 |  |  |         | 20,000  |  |   | $       | 22,635 |  |   | $         | 40,549  | 
|                          | & Support Operations                                                 |      |      | 2000                |  |             | $       | 257,068     |  |                        | $         | 45,000     |  |          | $       | 0 |  |  |         | 10,000  |  |   | $       | 2,455  |  |   | $         | 10,011  | 
|                          | Dole Food Company, Inc.                                              |      |      |                     |  |             |         |             |  |                        |           |            |  |          |         |   |  |  |         |         |  |   |         |        |  |   |           |         | 



---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Bonus amounts shown reflect payments made in the
    subsequent year with respect to performance for the identified
    year.                                                                                                                                                                                                                                                                                                                                                              
|
| | (2) | Does not include perquisites that total the
    lesser of $50,000 or 10% of the reported annual salary and bonus
    for any year.                                                                                                                                                                                                                                                                                                                                                         
|
| | (3) | These amounts represent sums earned and payable
    under the terms of Doles 1998 Combined Annual and
    Long-Term Incentive Plan for Executive Officers (the 1998
    Plan) through fiscal 2002. Amounts for the cycle ending in
    2002 were paid in cash. For information regarding payment
    opportunities under unvested 1998 Plan awards made prior to
    2002, see the table entitled Long-Term Incentive
    Plan  Awards in Last Fiscal Year and
    accompanying text.
|
| | (4) | The amounts shown in this column include the
    dollar value of amounts earned but not paid or payable under the
    1998 Plan and contributions by Dole under Doles defined
    contribution plans for the benefit of the individuals listed.
    See Pension Plans.                                                                                                                                                                                                                  
|
| | (5) | Mr. Murdock also holds positions with
    certain business entities he owns that are not controlled
    directly or indirectly by Dole, which other entities pay
    compensation and may provide fringe benefits to Mr. Murdock
    for his services.                                                                                                                                                                                                                                     
|
| | (6) | Mr. Kern was elected President and Chief
    Operating Officer of Dole in February 2001. Prior to that date,
    Mr. Kern was President of Dole Worldwide Fresh Vegetables,
    Packaged Salads and Non-Tropical Fresh Fruit.                                                                                                                                                                                                                                                              
|
| | (7) | In connection with Mr. Kerns election
    as President and Chief Operating Officer of Dole and his
    relocation to Southern California, Dole agreed to make
    Mr. Kern a $500,000 secured, interest-free loan (repayable
    in five annual installments) to assist him in the purchase of a
    home.                                                                                                                                                                                
|
| | (8) | In 2001, in connection with his promotion and
    transfer to Southern California, Dole agreed to pay
    Mr. Kern annual compensation in addition to this base
    salary in an after-tax amount of $100,000 for five years
    commencing in 2002 (or the balance paid in a lump sum upon
    termination of employment without cause, as such term is defined
    in the agreement).                                                                                                    

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| |     |                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (9) | Mr. Carter joined Dole in October 2000, at
    which time he received an initial grant of 25,000 options and a
    guaranteed bonus of $47,500, paid to him in February 2001.



|     |                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------
|(10) | Mr. Dahl joined Dole in June 2002, at which
    time he received an initial grant of 50,000 options.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL
ARRANGEMENTS

Some of Doles benefit plans (including the
1991 Stock Option and Award Plan, as amended (the 1991
Plan), the 1998 Combined Annual and Long-Term Incentive
Plan for Executive Officers (the 1998 Plan) and the
2001 Stock Option and Award Plan (the 2001 Plan))
provide for an acceleration of benefits and various other
customary adjustments if a change of control or other
reorganization occurs. Pursuant to the 1998 Plan, if a
participants employment is terminated for certain reasons,
pro-rata payments may be made prior to the completion of the
applicable year or cycle, provided the Compensation Committee
determines that the applicable performance goals have been met
through the date of such termination or event and provided that
the amount of any early payout is proportionately reduced to
reflect the time value of the early payout.

On March 22, 2001, the Board of Directors
approved amendments to Doles option, incentive and
retirement plans. These amendments, among other things, put in
place a uniform definition of Change of Control, set forth the
circumstances under which an accelerated vesting of theretofore
unvested options shall occur and revise arbitration provisions
so as to provide that an employee may only be awarded attorneys
fees if the employee is the prevailing party (under the
pre-amendment provisions, an employee was entitled to recover
his or her attorneys fees so long as the arbitrator determined
that the employees claim was made in good faith, even if
the employee was not the prevailing party in the arbitration).
The amendments were set forth in Exhibit 10.10 to
Doles annual report on Form 10-K for the fiscal year
ended December 30, 2000. The definitions are summarized
below under Employment, Severence and Change of Control
Arrangements  Change of Control
Agreements  Definitions.

Change of Control Agreements

In line with the practice at numerous public
companies, Dole recognizes that the possibility of a change of
control of Dole may result in the departure or distraction of
management to the detriment of Dole and its stockholders. On
March 22, 2001, Dole put in place a program to offer Change
of Control Agreements to each of the executive officers of Dole
and certain other officers and employees of Dole (each person
accepting a Change of Control Agreement is an
Employee). Dole has no reason to believe that any
officer or employee will refuse to accept a Change of Control
Agreement. The following summarizes the material provisions of
the Change of Control Agreements. At the time the program was
put in place, Dole was advised by its executive compensation
consultants that the benefits provided under the Change of
Control Agreements were within the range of customary practices
of other public companies. In addition, the Compensation
Committee retained its own legal counsel to advise it in its
deliberations with respect to the Change of Control Agreements.

Benefits
Following Change of Control and Termination of
Employment:

If, during the period beginning on the Change of
Control Date and ending on the second anniversary of the date on
which the Change of Control becomes effective (the
Protected Period), the Employees employment is
terminated, the Employee will receive the amounts and benefits
stated under Amount of Severance Pay and Benefits
Following Qualified Termination, unless employment is
(a) terminated by Dole for Cause or (b) terminated by
the Employee other than for Good Reason (a termination other
than under clause (a) or (b) during a Protected Period
is a Qualified Termination). If employment is
terminated under clause (a) or (b), the Employee will only
be entitled to receive the sum of (1) the Employees
annual base salary through the date of termination to the extent
not theretofore paid and (2) any compensation previously
deferred by the Employee (together with any accrued interest or
earnings thereon) pursuant to outstanding elections and/or any
accrued vacation pay or paid time off, in each case to the
extent not theretofore paid (Accrued Obligations).

88



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No benefits are payable under the Change of
Control Agreements unless a Change of Control actually occurs
and a Qualified Termination occurs. If a Change of Control via a
Fundamental Transaction or an Asset Sale is consummated, there
is a look-back period (a Look-Back Period) to
protect the Employee against the possibility that he or she was
actually or constructively terminated without Cause in
anticipation of the Change of Control. If, prior to the first
Change of Control Date, employment with Dole terminates other
than during a Look-Back Period, then all of the Employees
rights under the Change of Control Agreement terminate, and the
Change of Control Agreement will be deemed to have been
terminated on the date of termination. After the first Change of
Control Date, the Change of Control Agreement may only be
modified or terminated by a writing signed by both Dole and the
Employee. Before the first Change of Control Date, however, Dole
can unilaterally modify or terminate the Change of Control
Agreement, but such unilateral modification or termination will
not be effective until the second anniversary of the date on
which Dole first gives the Employee express written notice of
the unilateral modification or termination (the
Modification Effective Date). The unilateral
modification or termination shall never become effective,
however if (1) a Change of Control Date occurs before the
Modification Effective Date and (2) employment is
terminated during the Protected Period in respect of such Change
of Control Date. Doles obligation to make any payment
provided for in the Change of Control Agreements will be subject
to and conditioned upon the Employees execution of a
standard release form.

Amount of
Severance Pay and Benefits Following Qualified
Termination

The Employees will be placed into one of three
categories, each providing a different level of severance pay
and benefits if a Qualified Termination occurs.

Category 1



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amount in cash equal to three times the
    Employees annual base salary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | An amount in cash equal to three times the
    Employees target bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | An amount in cash equal to three times $10,000,
    in lieu of any other health and welfare benefits (including
    medical, life, disability, accident and other insurance, car
    allowance or other health and welfare plans, programs, policies
    or practices or understandings) and other taxable perquisites
    and fringe benefits to which the Employee or the Employees
    family may have been entitled.                                                                                                                                                                                                                                                                                                   
|
| |  | An amount in cash equal to the pro rata portion
    of the greater of (i) the Employees target benefits
    under Doles Long Term Incentive Plan (the
    LTIP) and (ii) the Employees actual
    benefits under the LTIP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | If, at the time of Qualified Termination, the
    Employee would have been eligible for a benefit under either
    (i) the Dole Food Company Supplementary Executive
    Retirement Plan (SERP) or (ii) a Defined
    Benefit Plan (as defined in the SERP) were it not for the
    requirement of at least five (5) years of service with
    Dole, an amount in cash will be payable to the Employee equal to
    the actuarial equivalent of such retirement benefit. If for any
    reason, a benefit is payable under the Defined Benefit Plan, the
    payments made to the Employee under this clause shall be reduced
    by the actuarial equivalent of such benefits payable under the
    Defined Benefit Plan.
|
| |  | An amount in cash equal to the aggregate amount
    of the Accrued Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | An amount in cash equal to the pro rata portion
    of the Employees target bonus for the fiscal year in which
    the date of termination occurs; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | An amount in cash equal to any reimbursement for
    outstanding reimbursable expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | If it is determined that any payment or
    distribution by Dole to the Employee or for the Employees
    benefit (whether paid or payable or distributed or distributable
    under the Change of Control Agreement or otherwise, but
    determined without regard to any additional payments required
    under this clause (a Payment) would be subject to
    the excise tax imposed by Section 4999 of the United States
    Internal Revenue Code or any interest or penalties are incurred
    by the Employee with respect to such                                                                                                                                                                              

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | excise tax (such excise tax, together with any
    such interest and penalties, are collectively the Excise
    Tax), then the Employee will be entitled to receive from
    Dole an additional payment (a Gross-Up Payment). The
    Gross-Up Payment will equal an amount such that after payment by
    the Employee of all taxes (including any interest or penalties
    imposed with respect to such taxes), the Employee will retain an
    amount of the Gross-Up Payment equal to the Excise Tax imposed
    upon the Payments.

Category 2



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amount in cash equal to two times the
    Employees annual base salary;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | An amount in cash equal to two times the
    Employees target bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | An amount in cash equal to two times $10,000, in
    lieu of any other health and welfare benefits (including
    medical, life, disability, accident and other insurance or other
    health and welfare plans, programs, policies or practices or
    understandings) and other taxable perquisites and fringe
    benefits to which the Employee or the Employees family may
    have been entitled.                                                                                                              
|
| |  | An amount in cash equal to the pro rata portion
    of the greater of (i) the Employees target benefits
    under the LTIP and (ii) the Employees actual benefits
    under the LTIP;                                                                                                                                                                                                                                                                                                                               
|
| |  | An amount in cash equal to the aggregate amount
    of the Accrued Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | An amount in cash equal to the pro rata portion
    of the Employees target bonus for the fiscal year in which
    the date of termination occurs; and                                                                                                                                                                                                                                                                                                                                                               
|
| |  | An amount in cash equal to any reimbursement for
    outstanding reimbursable expenses.                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | If any payments or benefits under the Change of
    Control Agreement, after taking into account all other payments
    or benefits to which the Employee is entitled from Dole, or any
    affiliate thereof, are more likely than not to result in a loss
    of a deduction to Dole by reason of Section 280G of the
    United States Internal Revenue Code or any successor provision
    to that section, such payments and benefits will be reduced to
    the extent required to avoid such loss of deduction.

Category 3



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amount in cash equal to two times the
    Employees annual base salary;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | An amount in cash equal to two times the
    Employees target bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | An amount in cash equal to two times $10,000, in
    lieu of any other health and welfare benefits (including
    medical, life, disability, accident and other insurance or other
    health and welfare plans, programs, policies or practices or
    understandings) and other taxable perquisites and fringe
    benefits to which the Employee or the Employees family may
    have been entitled.                                                                                                              
|
| |  | An amount in cash equal to the aggregate amount
    of the Accrued Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | An amount in cash equal to the pro rata portion
    of the Employees target bonus for the fiscal year in which
    the date of termination occurs; and                                                                                                                                                                                                                                                                                                                                                               
|
| |  | An amount in cash equal to any reimbursement for
    outstanding reimbursable expenses.                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | If any payments or benefits under the Change of
    Control Agreement, after taking into account all other payments
    or benefits to which the Employee is entitled from Dole, or any
    affiliate thereof, are more likely than not to result in a loss
    of a deduction to Dole by reason of Section 280G of the
    United States Internal Revenue Code or any successor provision
    to that section, such payments and benefits will be reduced to
    the extent required to avoid such loss of deduction.

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All of the three categories will have the
following benefits relating to accelerated vesting of options
and option exercise periods:

All of the Employees unvested options
granted pursuant to such plans or agreements (whenever granted)
shall be deemed to vest immediately prior to the first time that
one or both of the following conditions are satisfied:
(a) a Change of Control occurs; or (b) the shares of
common stock of Dole are not listed on either the New York Stock
Exchange or the National Market System of the Nasdaq Stock
Market, and neither the Board of Directors of Dole nor any
committee thereof nor any other person shall have any
discretion, right or power whatsoever to block, delay or impose
any condition upon such vesting. If a Qualified Termination
occurs during a Look-Back Period, all of the Employees
unvested options shall vest immediately prior to the
effectiveness or consummation of the Fundamental Transaction or
the Asset Sale but not at any earlier time.

In any circumstance where the Employee has
undergone a Qualified Termination and, under Doles
Certificate of Incorporation or By-Laws or applicable law, Dole
has the power to indemnify or advance expenses to the Employee
in respect of any judgments, fines, settlements, losses, costs
or expenses (including attorneys fees) of any nature
relating to or arising out of the Employees activities as
an agent, employee, officer or director of Dole or in any other
capacity on behalf of or at the request of Dole, Dole will
promptly, on written request, indemnify and advance expenses to
the Employee to the fullest extent permitted by applicable law,
including but not limited to making such findings and
determinations and taking any and all such actions as Dole may,
under applicable law, be permitted to have the discretion to
take so as to effectuate such indemnification or advancement.

Any officers who are presently covered by
directors and officers insurance shall be furnished for six
years following Qualified Termination with directors and
officers insurance with policy limits aggregating not less than
those in place at the present time and otherwise to contain
substantially the same terms, conditions and exceptions as the
liability insurance policies provided for directors and officers
of Dole in force from time to time, provided that such terms,
conditions and exceptions will not be, in the aggregate,
materially less favorable to the Employee than those in effect
on the date of the Change of Control Agreement and provided that
such insurance can be obtained on commercially reasonable terms.

In the event that the Employee has an employment
contract or any other agreement with Dole or participates in any
other plan or program that entitles the Employee to severance
payments upon the termination of employment with Dole, the
amount of any such severance payments will be deducted from the
payments to be made to the Employee under the Change of Control
Agreement. All benefits under the Change of Control Agreement
also will be reduced by the amount paid to the Employee under
any law, rule or regulation that requires a formal notice
period, pay in lieu of notice, termination, indemnity, severance
payments or similar payments or entitlements related to service,
other than unemployment or social security benefits provided in
the United States.

Definitions:

The Change of Control Agreements use a number of
defined terms. The terms Cause, Good
Reason and Change of Control are given
definitions that Dole has been advised by its executive
compensation consultants are within the range of customary
practices of other public companies. In addition, the
Compensation Committee retained its own legal counsel to advise
it with respect to the Change of Control Agreements. A
Change of Control is deemed to occur if any one or
more of the following conditions are satisfied:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) any person, other than (a) David H.
    Murdock or (b) following the death of David H. Murdock, the
    trustee or trustees of a trust created by David H. Murdock,
    becomes the Beneficial Owner (as defined in
    Rule 13d-3 under the Exchange Act), directly or indirectly,
    of securities of the Corporation representing 20% or more of the
    combined voting power of the Corporations then outstanding
    securities;
|
| | (2) individuals who, as of March 23,
    2001, constitute the Board of Directors of the Corporation (the
    Incumbent Board) cease for any reason to constitute
    at least a majority of the Board. Any individual who becomes a
    director subsequent to March 23, 2001 whose election, or
    nomination for                                                                                                                         

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | election by the Corporations shareholders,
    was approved by a vote of at least two-thirds of the directors
    then comprising the Incumbent Board shall be considered as
    though such individual were a member of the Incumbent Board,
    unless the individuals initial assumption of office occurs
    as a result of either an actual or threatened election contest
    or other actual or threatened tender offer, solicitation of
    proxies or consents by or on behalf of a person other than the
    Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (3) a reorganization, merger, consolidation,
    recapitalization, tender offer, exchange offer or other
    extraordinary transaction involving Dole (a Fundamental
    Transaction) becomes effective or is consummated, unless:
    (a) more than 50% of the outstanding voting securities of the
    surviving or resulting entity (including, without limitation, an
    entity (parent) which as a result of such
    transaction owns the Corporation or all or substantially all of
    the Corporations assets either directly or through one or
    more subsidiaries) (Resulting Entity) are, or are to
    be, Beneficially Owned, directly or indirectly, by all or
    substantially all of the persons who were the Beneficial Owners
    of the outstanding voting securities of the Corporation
    immediately prior to such Fundamental Transaction in
    substantially the same proportions as their Beneficial
    Ownership, immediately prior to such Fundamental Transaction, of
    the outstanding voting securities of the Corporation and
    (b) more than half of the members of the board of directors
    or similar body of the Resulting Entity (or its parent) were
    members of the Incumbent Board at the time of the execution of
    the initial agreement providing for such Fundamental Transaction.
|
| | (4) A sale, transfer or any other
    disposition (including, without limitation, by way of spin-off,
    distribution, complete liquidation or dissolution) of all or
    substantially all of the Corporations business and/or
    assets (an Asset Sale) is consummated, unless,
    immediately following such consummation, all of the requirements
    of clauses (3)(a) and (3)(b) of this definition of Change of
    Control are satisfied, both with respect to the Corporation and
    with respect to the entity to which such business and/or assets
    have been sold, transferred or otherwise disposed of or its
    parent (a Transferee Entity).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

The consummation or effectiveness of a
Fundamental Transaction or an Asset Sale shall be deemed not to
constitute a Change of Control if more than 50% of the
outstanding voting securities of the Resulting Entity or the
Transferee Entity, as appropriate, are, or are to be,
Beneficially Owned by David H. Murdock.

Corporation means Dole Food Company,
Inc., a Delaware corporation, and its successors. For purposes
of this definition of Corporation, after the consummation of a
Fundamental Transaction or an Asset Sale, the term
successor shall include, without limitation, the
Resulting Entity or Transferee Entity, respectively.

Dole means the Corporation and/or its
subsidiaries.

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Options/SAR Grants in the Last Fiscal
Year

Fair Market Value of Common Stock on
December 27, 2002, was $32.64, the last trading day of
Doles 2002 fiscal year.

Option/ SAR Grants Table

|                  |  |                   |         |                               |  |             |       |                              |  |                   |        |    |  |     |           |  |  |   |   |  |  |   |           |  |  |   |           | 
|----------------- |  | ----------------- | ------- | ----------------------------- |  | ----------- | ----- | ---------------------------- |  | ----------------- | ------ | -- |  | --- | --------- |  |  | - | - |  |  | - | --------- |  |  | - | --------- | 
|                  |  |                   |         |                               |  |             |       |                             
|                  |  | Individual Grants |         |                              
|                  |  |                   |         | Potential Realizable Value at
|                  |  |                   |         | % of Total                    |  |             |       | Assumed Annual Rates of     
|                  |  |                   |         | Options/SARs                  |  |             |       | Stock Price Appreciation for
|                  |  |                   |         | Granted to                    |  | Exercise    |       |                              |  | Option Term(1)(2)
|                  |  | Options/SARs      |         | Employees in                  |  | or Base     |       | Expiration                   |  |                  
|Name              |  | Granted(3)(4)     |         | Last Fiscal Year              |  | Price(3)(4) |       | Date(5)                      |  | 0%                |        | 5% |  | 10%
|                  |  |                   |         |                               |  |             |       |                              |  |                   |        |    |  |    
|David H. Murdock  |  |                   | 125,000 |                               |  |             | 12.80 | %                            |  | $                 | 26.260 |    |  |     | 1/17/2012 |  |  | $ | 0 |  |  | $ | 1,298,750 |  |  | $ | 2,068,750 | 
|Lawrence A. Kern  |  |                   | 75,000  |                               |  |             | 7.68  | %                            |  | $                 | 26.260 |    |  |     | 1/17/2012 |  |  | $ | 0 |  |  | $ | 779,250   |  |  | $ | 1,241,250 | 
|C. Michael Carter |  |                   | 25,000  |                               |  |             | 2.56  | %                            |  | $                 | 26.260 |    |  |     | 1/17/2012 |  |  | $ | 0 |  |  | $ | 259,750   |  |  | $ | 413,750   | 
|Richard J. Dahl   |  |                   | 50,000  |                               |  |             | 5.12  | %                            |  | $                 | 29.900 |    |  |     | 6/25/2012 |  |  | $ | 0 |  |  | $ | 223,000   |  |  | $ | 355,500   | 
|George R. Horne   |  |                   | 25,000  |                               |  |             | 2.56  | %                            |  | $                 | 26.260 |    |  |     | 1/17/2012 |  |  | $ | 0 |  |  | $ | 259,750   |  |  | $ | 413,750   | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | If the price of Dole Common Stock were to
    appreciate at 5% per year, beginning in January 2002 (the grant
    date) and continuing for ten years thereafter (the terms of the
    options), the total gain to all stockholders would be
    $584,072,863. If the annual appreciation rate were 10% for the
    same time period, the total gain to all stockholders would be
    $930,356,678.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(2) | The amounts under the columns labeled
    5% and 10% are included as required by
    rules promulgated by the SEC and are not intended to forecast
    future appreciation, if any, in the price of Doles Common
    Stock. Such amounts are based on the assumption that the named
    persons hold the options granted for their full ten-year term.
    The actual value of the options will vary in accordance with the
    market price of Doles Common Stock. The column headed
    0% is included to demonstrate that the options were
    granted at fair market value and optionees will not recognize
    any gain without an increase in the stock price, which increase
    benefits all stockholders commensurately. Except as noted in
    footnote 4 below, the terms of the options grants require a 20%
    increase over the exercise price before any vesting occurs.                                                                                       
|   
|(3) | Stock Options were granted under Doles 2001
    Stock Option and Award Plan (the 2001 Plan). Options
    under the 2001 Plan may result in payments following the
    resignation, retirement or other termination of employment with
    Dole of its subsidiaries or as a result of a change of control
    of Dole (as defined in the 2001 Plan). Vested options under the
    2001 Plan may be exercised within a period of 12 months
    following a termination by reason of death, disability or
    retirement, and three months following a termination for other
    reasons. The 2001 Plan permits the Compensation Committee, which
    administers the 2001 Plan, to accelerate, extend or otherwise
    modify benefits payable under the applicable awards in various
    circumstances, including a termination of employment or change
    in control. Under the 2001 Plan, if there is a change in control
    of Dole, all options become immediately exercisable.
|   
|(4) | Options vest according to a schedule reflecting
    specific stock price hurdles. Except as noted, none of the
    options granted in January 2002 set forth in the table vests
    until the stock price reaches $31.51, a 20% increase over the
    exercise price, which reflects the market price of Doles
    Common Stock on the date of grant. Options will vest in 25%
    increments upon achieving or exceeding specified price hurdles
    for a period of 30 consecutive trading days after the first
    anniversary of the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(5) | Options were granted for a term of 10 years,
    subject to earlier termination in certain events such as
    termination of employment. See footnote 3 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

93



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Aggregated Option/ SAR Exercises in the Last
Fiscal Year, and FY-End Option/ SAR Value

|                  |  |                 |   |           |  |                 |   |                  |  |  |         |   |  |   |           |  
|----------------- |  | --------------- | - | --------- |  | --------------- | - | ---------------- |  |  | ------- | - |  | - | --------- | -
|                  |  |                 |   |           |  |                 |   | Value of        
|                  |  |                 |   |           |  | Number of       |   | Unexercised     
|                  |  |                 |   |           |  | Unexercised     |   | In-the-Money    
|                  |  |                 |   |           |  | Options at      |   | Options at      
|                  |  |                 |   |           |  | Year-End (#)    |   | FY-End ($)      
|                  |  |                 |   |           |  |                 |   |                 
|                  |  | Shares Acquired |   | ($) Value |  | Exercisable(1)/ |   | Exercisable/    
|Name              |  | on Exercise (#) |   | Realized  |  | Unexercisable   |   | Unexercisable(2)
|                  |  |                 |   |           |  |                 |   |                 
|David H. Murdock  |  |                 | 0 |           |  | $               | 0 |                  |  |  | 486,835 | / |  | $ | 6,333,424 | /
|                  |  |                 |   |           |  |                 |   |                  |  |  | 343,750 |   |  | $ | 1,037,125 |  
|Lawrence A. Kern  |  |                 | 0 |           |  | $               | 0 |                  |  |  | 168,816 | / |  | $ | 2,415,814 | /
|                  |  |                 |   |           |  |                 |   |                  |  |  | 94,450  |   |  | $ | 424,725   |  
|C. Michael Carter |  |                 | 0 |           |  | $               | 0 |                  |  |  | 47,917  | / |  | $ | 768,465   | /
|                  |  |                 |   |           |  |                 |   |                  |  |  | 27,083  |   |  | $ | 277,035   |  
|Richard J. Dahl   |  |                 | 0 |           |  | $               | 0 |                  |  |  | 0       | / |  | $ | 0         | /
|                  |  |                 |   |           |  |                 |   |                  |  |  | 50,000  |   |  | $ | 137,000   |  
|George R. Horne   |  |                 | 0 |           |  | $               | 0 |                  |  |  | 63,118  | / |  | $ | 833,815   | /
|                  |  |                 |   |           |  |                 |   |                  |  |  | 42,600  |   |  | $ | 163,525   |  



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Dole has two stock options plans under which
    awards are outstanding: the 1991 and 2001 Stock Option and Award
    Plans (the Option Plans). Options under the 2001
    Plan are described in footnote 3 to the table entitled
    Option/ SAR Grants in the Last Fiscal Year. All
    options under the 1991 Plan have been granted. Outstanding
    awards under the 2001 Plan were granted in 2002.                               
|   
|(2) | This amount represents solely the difference
    between the market value ($32.64) on the last trading day of
    Doles fiscal year, December 27, 2002, of those unexercised
    options that had an exercise price below such market price
    (i.e., in-the-money options) and the respective
    exercise prices of the options. No assumptions or
    representations regarding the value of such options
    are made or intended.

Long-Term Incentive Plan Awards in Last Fiscal
Year

|                  |  |                                                   |           |         |  |           |   |               |  |   |           |  |  |   |           | 
|----------------- |  | ------------------------------------------------- | --------- | ------- |  | --------- | - | ------------- |  | - | --------- |  |  | - | --------- | 
|                  |  |                                                  
|                  |  | Estimated Payout Opportunity (Cycle 2002-2004)(1)
|                  |  |                                                  
|                  |  | Performance                                       |           | Formula |  | Formula   |   | Formula      
|Name              |  | Period                                            |           | Minimum |  | Target(2) |   | Maximum(2)(3)
|                  |  |                                                   |           |         |  |           |   |              
|David H. Murdock  |  |                                                   | 2002-2004 |         |  | $         | 0 |               |  | $ | 1,275,850 |  |  | $ | 2,551,700 | 
|Lawrence A. Kern  |  |                                                   | 2002-2004 |         |  | $         | 0 |               |  | $ | 1,125,750 |  |  | $ | 2,251,500 | 
|C. Michael Carter |  |                                                   | 2002-2004 |         |  | $         | 0 |               |  | $ | 300,200   |  |  | $ | 600,400   | 
|Richard J. Dahl   |  |                                                   | 2002-2004 |         |  | $         | 0 |               |  | $ | 208,464   |  |  | $ | 416,928   | 
|George R. Horne   |  |                                                   | 2002-2004 |         |  | $         | 0 |               |  | $ | 281,438   |  |  | $ | 562,875   | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The business target established for the awards
    granted in 2002 was relative total stockholders return
    (RTSR) measured against a customized peer group of
    companies. If the average performance during the performance
    cycle is below target, the payment opportunities will be reduced
    and if the average performance is above target, the payment
    opportunities will be increased. Subject to other conditions of
    the award (including continued service), The awards for the
    three-year performance period (2002-2004) (Cycle 6)
    will vest in early 2005 and will be paid out in a lump sum cash
    payment. Awards may become immediately payable in the event of
    termination of service or a change of control, and are subject
    to customary adjustments for recapitalizations, reorganizations
    and similar events. The formula-determined amount of an award
    may be (a) further adjusted based upon performance
    consistency and (b) reduced by the Compensation Committee
    based upon an evaluation of individual performance criteria
    and/or other objective and subjective factors. Because of these
    contingencies and other conditions, the specific benefits to be
    paid to participants are not determinable in advance.

94



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | These awards may become immediately payable in
    the event of termination of service or a change of control, and
    are subject to customary adjustments for recapitalizations,
    reorganizations and similar events. Dole established the
    performance targets for previous cycles utilizing earnings per
    share at the consolidated level (50% weighting) and RTSR
    measured against a peer group of companies in the MidCap Foods
    Index (50% weighting).



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The LTIP awards are converted into units at the
    time of award. These units track the value of Doles stock
    price. Consequently, actual payouts realized by participants are
    a function of relative total shareholder return against the peer
    group and the value of Doles stock price at the end of the
    performance cycle. The amounts shown in the table estimate
    payouts at target, threshold and maximum, assuming the stock
    price on the date of grant; actual payouts may differ from these
    estimates based on future stock price movements.

If the minimum performance level is not achieved,
no amount will be payable under the plan.



| |                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The business criteria and performance targets
    relative to any business criterion for a given fiscal year in a
    cycle may vary from cycle to cycle, as the Committee
    prospectively establishes those factors for new cycles in which
    the same fiscal year is included under the 1998 Plan.

Pension Plans

Dole maintains a number of non-contributory
pension plans that provide benefits, following retirement at age
65 or older with one or more years of credited service (or age
55 with five or more years of credited service), primarily to
salaried, non-union employees of Dole on U.S. payrolls,
including executive officers of Dole. Each plan provides a
monthly pension to supplement personal savings and Social
Security benefits. Starting January 1, 2002, no new pension
benefits will accrue, with exception of a transition benefit for
long-term employees. The following table shows the estimated
annual benefits payable under Doles salaried pension plan
in which the Named Executive Officers participated in prior to
2002:

Pension Plan Table

|             |  |                  |         |    |  |    |         |    |  |    |         |  |  |   |         |  |  |   |         | 
|------------ |  | ---------------- | ------- | -- |  | -- | ------- | -- |  | -- | ------- |  |  | - | ------- |  |  | - | ------- | 
|             |  |                 
|             |  | Years of Service
|             |  |                 
|Compensation |  | 15               |         | 20 |  | 25 |         | 30 |  | 35
|             |  |                  |         |    |  |    |         |    |  |   
|$ 300,000    |  | $                | 49,500  |    |  | $  | 70,950  |    |  | $  | 92,400  |  |  | $ | 113,850 |  |  | $ | 135,300 | 
|$ 400,000    |  | $                | 66,000  |    |  | $  | 94,600  |    |  | $  | 123,200 |  |  | $ | 151,800 |  |  | $ | 180,400 | 
|$ 500,000    |  | $                | 82,500  |    |  | $  | 118,250 |    |  | $  | 154,000 |  |  | $ | 189,750 |  |  | $ | 225,500 | 
|$ 600,000    |  | $                | 99,000  |    |  | $  | 141,900 |    |  | $  | 184,800 |  |  | $ | 227,700 |  |  | $ | 270,600 | 
|$ 700,000    |  | $                | 115,500 |    |  | $  | 165,550 |    |  | $  | 215,600 |  |  | $ | 265,650 |  |  | $ | 315,700 | 
|$ 800,000    |  | $                | 132,000 |    |  | $  | 189,200 |    |  | $  | 246,400 |  |  | $ | 303,600 |  |  | $ | 360,800 | 
|$ 900,000    |  | $                | 148,500 |    |  | $  | 212,850 |    |  | $  | 277,200 |  |  | $ | 341,550 |  |  | $ | 405,900 | 
|$1,000,000   |  | $                | 165,000 |    |  | $  | 236,500 |    |  | $  | 308,000 |  |  | $ | 379,500 |  |  | $ | 451,000 | 
|$1,100,000   |  | $                | 181,500 |    |  | $  | 260,150 |    |  | $  | 338,800 |  |  | $ | 417,450 |  |  | $ | 496,100 | 
|$1,200,000   |  | $                | 198,000 |    |  | $  | 283,800 |    |  | $  | 369,600 |  |  | $ | 455,400 |  |  | $ | 541,200 | 
|$1,300,000   |  | $                | 214,500 |    |  | $  | 307,450 |    |  | $  | 400,400 |  |  | $ | 493,350 |  |  | $ | 586,300 | 
|$1,400,000   |  | $                | 231,000 |    |  | $  | 331,100 |    |  | $  | 431,200 |  |  | $ | 531,300 |  |  | $ | 631,400 | 
|$1,500,000   |  | $                | 247,500 |    |  | $  | 354,750 |    |  | $  | 462,000 |  |  | $ | 569,250 |  |  | $ | 676,500 | 

The above table shows the estimated annual
retirement benefits payable as straight life annuities without
offsets for Social Security or other amounts under this plan,
assuming retirement at age 65, to persons in specified
compensation and years of service classifications. In general,
the plan covers the following types of compensation paid by
Dole: base pay, bonus and severance pay payable under
Doles severance pay plan.

95



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Each years accrued benefit under the plan
is 1.1% of final average compensation multiplied by years of
service, plus .33% of final average compensation multiplied by
years of service in excess of 15 years. Benefits accrued as
of March 31, 1992 under the prior benefit formula serve as
minimum entitlements.

The credited years of service and ages as of
December 31, 2002 for individuals named in the Summary
Compensation Table are as follows: Mr. Murdock (age
79)  17 years; Mr. Kern (age
55)  10 years; Mr. Carter (age
59)  2 years; Mr. Dahl (age 51) 
less than one year; and Mr. Horne (age 66) 
36 years. Assuming these individuals remain employed by
Dole until age 65 (or later) and continue to receive
compensation equal to their 2002 compensation from Dole, their
annual retirement benefits at age 65 will approximate:
Mr. Kern  $61,614.84, Mr. Carter 
$5,747.52, Mr. Dahl  $0, and
Mr. Horne  $170,103.12. As required by the
Internal Revenue Code, Mr. Murdock, who is presently over
the age of 70 1/2, is receiving his current annual
retirement benefit under the pension plan of $208,604.

Generally, the Internal Revenue Code places an
annual maximum limit of $160,000 (at December 31, 2002) on
the benefits available to an individual under Doles
pension plans. Furthermore, the Internal Revenue Code places an
annual maximum of $200,000 (at December 31, 2002) on
compensation which may be considered in determining a
participants benefit under qualified retirement programs.
If an individuals benefit under a plan exceeds the maximum
annual benefit or the maximum compensation limit, the excess
will be paid by Dole from an unfunded excess and supplemental
benefit plan.

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Notwithstanding anything to the contrary set
forth in any of Doles filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, that might incorporate future filings, including this
Form 10-K, in whole or in part, the following Compensation
Committee Report and the following Performance Graph shall not
be incorporated by reference into any such filings or any future
filings, except to the extent Dole expressly incorporates such
report or graph by reference therein. The report and graph shall
not be deemed soliciting material or otherwise deemed filed
under either of such Acts.

CORPORATE COMPENSATION AND BENEFITS COMMITTEE
REPORT

COMPENSATION PHILOSOPHY

Doles compensation philosophy is to relate
the compensation of Doles executive officers to measures
of Dole performance that contribute to increased value for
Doles stockholders.

GOALS

To assure that compensation policies
appropriately consider the value Dole creates for stockholders,
Doles compensation philosophy for executive officers takes
into account the following goals:



| |   |                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Executive officer compensation must be focused on
    enhancing stockholder value.                                                                                                                         
|
| |  | Compensation must reflect a competitive and
    performance-oriented environment that motivates executive
    officers to set and achieve aggressive goals in their respective
    areas of responsibility.
|
| |  | Incentive-based compensation must be contingent
    upon the performance of each executive officer against financial
    and strategic performance goals.                                                  
|
| |  | Doles compensation policies must enable
    Dole to attract and retain top quality management.                                                                                                            

The Compensation Committee periodically reviews
the components of compensation for Doles executive
officers on the basis of its philosophy and goals. Further, as
the situation warrants, the Compensation Committee also retains
the services of a qualified compensation consulting firm to
provide recommendations to enhance the linkage of executive
officer compensation to the above goals and to obtain
information as to how Doles compensation of executive
officers compares with peer companies.

EXECUTIVE COMPENSATION COMPONENTS

Dole annually evaluates the competitiveness of
its executive compensation program (base salary, annual bonus,
and long-term incentives) relative to comparable publicly traded
companies.

A group of industry peers (or peer
group) is used to annually evaluate the compensation for
proxy-named officers. The peer group was identified by the
Compensation Committees executive compensation consulting
firm through a comparability screening process that considered
such variables as revenue size, product line diversity, and
geographic scope of operation. The peer group is reviewed
periodically and changes may be made based on the comparability
screening process. Many of the peer group companies are in the
S&P Foods Index.

Broader published surveys of food processing
companies, as well as industry in general, are used to evaluate
the competitiveness of total compensation for other Dole
executives.

Based on an analysis conducted by the
Compensation Committees executive compensation consultant
in 2002, the cash compensation opportunity for executive
officers of Dole as a group, consisting of salary and annual
bonus, generally is consistent with the median of Doles
peers.

Generally speaking, 75th percentile pay levels
can only be achieved if Doles aggressive goals associated
with its incentive compensation plans are attained. Pay levels
for each executive officer, other than the Chairman and CEO,
largely reflect the recommendation of the Chairman and CEO based
on individual experience and breadth of knowledge, internal
equity considerations, and other subjective factors. The

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compensation opportunity for the Chairman and CEO
for 2002 was based on deliberations of the Compensation
Committee of Dole, as described below under CEO
Compensation.


Each component of the total executive
compensation package emphasizes a different aspect of
Doles compensation philosophy:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Base Salary.Base
    salaries for executive officers (other than the Chairman and CEO
    whose salary is discussed below) are initially set upon hiring
    by management (subject to periodic review by the Compensation
    Committee) based on recruiting requirements (i.e., market
    demand), competitive pay practices, individual experience and
    breadth of knowledge, internal equity considerations, and other
    subjective factors.

Increases to base salary are determined primarily
on the basis of market movements, individual performance and
contribution to Dole and involve the application of both
quantifiable and subjective criteria.



| |   |                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Annual Incentives.Dole relies to a large degree on annual incentive compensation
    to attract and retain executive officers of outstanding
    abilities and to motivate them to perform to the full extent of
    these abilities.

Bonus opportunities for executive officers, as a
percentage of base salary, ranged from 25% to 100% (50% to 150%
for the Chairman and CEO), depending on Doles performance
relative to financial performance targets set in the first
quarter of the year. Bonuses generally are payable only if the
specified minimum level of financial performance is realized and
may be increased to maximum levels only if substantially higher
performance levels are attained. Bonus opportunities for each
individual are determined on the basis of competitive bonus
levels (as a percent of salary), degree of responsibility, and
other subjective factors. To provide greater flexibility, the
Compensation Committee may include alternative performance goals
to permit awards at lower levels in appropriate circumstances.

Generally speaking, each individuals
maximum annual cash bonus equals 150% of his or her target award
level. The maximum bonus is payable only if exceptional Dole
and/or divisional performance levels against predetermined goals
are achieved.

In 2002, the bonus opportunity for
Messrs. Murdock and Kern was based upon return on average
common equity (ROE) and Net Income. Dole did reach
the financial targets necessary to make maximum payments under
the ROE measure. The Committee approved payments for
Mr. Murdock and Mr. Kern of $1,275,000 and $765,000,
respectively.



| |   |                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Long-term
    Incentives.Dole provides two forms of
    long-term incentive opportunity for senior executives: a stock
    option plan and a long-term incentive plan (Long-Term
    Plan). Both plans were previously approved by stockholders.                                                                                                                               
|
| |  | Options.Stock
    option grants represent incentives tied to future stock
    appreciation. Stock options are granted periodically to provide
    executives with a direct incentive to enhance the value of the
    Common Stock. Historically, awards have been granted at the fair
    market value of the Common Stock on the date of grant and have a
    term of ten years.

Since 1995, Dole has imposed specific stock
appreciation hurdles for senior management. None of the options
granted in 2002 will vest until the stock price reaches certain
stock price targets (see table entitled Option/ SAR Grants
In The Last Fiscal Year). Options will vest in 25%
increments upon the sooner of achieving or exceeding each
specified price hurdle for a period of 30 consecutive trading
days after the first anniversary of the grant date or three
months before the end of their ten-year terms if the individual
is still employed by Dole.

Options are granted at the discretion of the
Compensation Committee (based substantially on the
recommendations of the Chairman and CEO as to grants for other
officers) to key management positions above a specified salary
level. Guidelines for stock option grants were derived from a
combination of competitive market data and subjective judgments.
In general, the grants for individual positions increased with
the level of responsibility and the perceived impact of each
position on the strategic direction of Dole.

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The Chairmans recommendations for
individual option grants also reflected his assessment of the
effect of promotions, individual performance, and other factors.
An individuals outstanding stock options and current stock
ownership generally are not considered when making stock option
awards.




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Long-term Incentive
    Plan.Under the Long-Term Plan, the
    underlying performance measures and payout provisions are
    designed in a manner that the Compensation Committee believes
    will continue to further align executive officer compensation
    with stockholder returns on a long-term basis. The Long-Term
    Plan provides for payout opportunities based on Doles
    total shareholder return over a three-year period relative to a
    group of industry peers. Plan Participants are assigned a target
    award at the beginning of the performance period with
    opportunities to earn between 0 and 200 percent of that
    award based on sustained three-year performance. The awards
    issued in 2002 are scheduled for payout beginning in 2005 and
    are shown in the Long-Term Incentive Award Table on
    page 94. Long-Term Incentive Plan payouts shown in the
    Summary Compensation Table on page 97 are attributable to
    past performance cycles that were paid in 2002 based on the
    attainment of performance goals (EPS and RTSR) established in
    prior years.

The United States Internal Revenue Service has
promulgated regulations affecting all publicly held United
States corporations (the 162(m) Regulations)
that interpret limits on the tax deductibility of compensation
in excess of $1 million per year for certain executive
officers. The Compensation Committee considers the
162(m) Regulations are one of the factors it reviews with
respect to compensation matters. The Compensation Committee,
generally speaking, intends to limit compensation to amounts
deductible under the 162(m) Regulations, and the
Compensation Committee believes that all compensation paid to
executive officers in 2002 is deductible under the
162(m) Regulations. However, changes in the tax laws or
interpretations, other priorities or special circumstances may
result in or warrant exceptions.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

To further support Doles goal of achieving
a strong link between stockholder and executive interests, Dole
has stock ownership guidelines for senior executives. Senior
executives have been asked to make (over a three to five year
period of time) and hold investments in Dole stock or stock
equivalents valued at between 50% to 100% of their base
salaries. Unexercised stock options are not counted for purposes
of meeting the ownership guidelines. Guidelines generally will
apply to all vice presidents and above, with ownership targets
increasing with level of responsibility.

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CEO COMPENSATION

The Compensation Committee reviewed
Mr. Murdocks compensation relative to the
compensation (base salary, annual and long-term incentives) of
the peer group. It is the Compensation Committees intent
to target aggregate compensation for Mr. Murdock at
approximately the median of the peer group. In establishing
Mr. Murdocks compensation, the Compensation Committee
considered his responsibilities with other companies and
determined that Mr. Murdock devotes to Dole the time that
is necessary for the effective performance of his duties.

Under the terms of the Annual Plan,
Mr. Murdock was eligible for an annual bonus ranging from
50% to 150% of base salary. Mr. Murdocks total 2002
bonus opportunity was based on ROE and Net Income. The Net
Income component of the annual award is only considered if ROE
performance falls below the minimum threshold. However, because
the Company exceeded the targeted ROE performance, the Committee
approved an award of $1,275,000.

In 2002, the Compensation Committee approved an
option grant for Mr. Murdock in the amount of
125,000 options. The January 2002 grant was made at fair
market value on the date of grant. Mr. Murdock participated
in the Long-Term Plan, described above under LONG-TERM
INCENTIVES and is eligible for an award for the cycle ending
2002.



| |                                                  
| | -------------------------------------------------
| | THE CORPORATE COMPENSATION AND BENEFITS COMMITTEE
|
| | Zoltan Merszei, Chairman                         
| | Mike Curb                                        
| | E. Rolland Dickson, M.D.                         

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The following graph indicates the performance of
the cumulative total return to Stockholders of Doles
Common Stock (including reinvested dividends) during the
previous five years in comparison to the cumulative total return
on the indices shown.

Comparison of Cumulative Total
Return(1) for 1997-2002 Performance Stock
Plan 

Dole Food Company, S&P 500, S&P 500
Food Products Index,


S&P Midcap Food Products Index


LOGO



---

(1) Total return assumes reinvestment of
dividends on a quarterly basis.

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##### Table of Contents






Item
12.     Security Ownership of
Certain Beneficial Owners and Management

Common Stock

This table contains certain information as of
March 18, 2003, regarding all persons who, to Doles
knowledge, were the beneficial owners of more than 5% of the
outstanding shares of its common stock, each of Doles
directors, its chief executive officer, its four most highly
compensated executive officers other than its chief executive
officer, whose salary and bonus exceeded $100,000 for the fiscal
year ended December 28, 2002, each of Doles current
executive officers and all directors and executive officers as a
group. The persons named hold sole voting and investment power
with respect to the shares shown opposite their respective
names, unless otherwise indicated. The information with respect
to each person specified is as supplied or confirmed by such
person, based upon statements filed with the Securities and
Exchange Commission, or based upon Doles actual knowledge.

|                                                                     |  |                   |            |             |  |  |       |  
|-------------------------------------------------------------------- |  | ----------------- | ---------- | ----------- |  |  | ----- | -
|                                                                     |  | Amount and Nature |            | Percent of 
|                                                                     |  | of Beneficial     |            | Outstanding
|Name and Address of Beneficial Owner(1)                              |  | Ownership(2)(12)  |            | Shares(3)  
|                                                                     |  |                   |            |            
|David H. Murdock                                                     |  |                   | 13,542,432 | (4)(6)      |  |  | 23.89 | %
|CIC Banque CIAL                                                      |  |                   | 3,371,200  | (5)         |  |  | 6.0   | %
|Mike Curb                                                            |  |                   | 56,287     | (7)(8)(9)   |  |  | *     |  
|David A. DeLorenzo                                                   |  |                   | 195,005    | (4)(8)(10)  |  |  | *     |  
|E. Rolland Dickson, M.D.                                             |  |                   | 1,498      | (7)(8)      |  |  | *     |  
|Richard M. Ferry                                                     |  |                   | 38,425     | (7)(8)      |  |  | *     |  
|Lawrence M. Johnson                                                  |  |                   | 3,891      | (7)(8)(11)  |  |  | *     |  
|Lawrence A. Kern                                                     |  |                   | 150,066    | (4)(10)     |  |  | *     |  
|Zoltan Merszei                                                       |  |                   | 28,189     | (7)(8)      |  |  | *     |  
|C. Michael Carter                                                    |  |                   | 44,667     | (4)         |  |  | *     |  
|Richard J. Dahl                                                      |  |                   | 4,000      |             |  |  | *     |  
|George R. Horne                                                      |  |                   | 63,510     | (4)         |  |  | *     |  
|All Directors and Executive Officers as a Group
    (13 Individuals) |  |                   | 14,174,568 | (4)         |  |  | 25.21 | %



---



| |   |                                                        
| | - | -------------------------------------------------------
| | * | Represents less than 1% of the class of
    securities.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The mailing address for each of the individuals
    listed is Dole Food Company, Inc., One Dole Drive, Westlake
    Village, California 91362-7300. The mailing address for CIC
    Banque CIAL is 31 rue Jean Wenger-Valentin, 67000 Strasbourg,
    France.                                                                                                                                                                                                                    
|   
|(2) | Unless otherwise indicated and except as to stock
    units described below, each person has sole voting and
    dispositive power with respect to the shares shown. Some
    directors and executive officers share the voting and
    dispositive power over their shares with their spouses as
    community property, joint tenants or tenants in common.
    Beneficial ownership is determined in accordance with
    Rule 13d-3 under the Securities Exchange Act of 1934.
|   
|(3) | The percentages set forth above are calculated on
    the basis of the number of outstanding shares of Doles
    common stock set forth under THE MERGERVoting
    Rights; Vote Required for Approval, plus, where
    applicable, all stock options and stock units granted to the
    person or persons indicated under Doles stock option and
    deferred stock plans that were exercisable on the record date or
    within 60 days thereafter.                        
|   
|(4) | The individuals and group indicated beneficially
    own the following number of shares of Doles common stock
    that may be purchased upon the exercise of employee stock
    options exercisable on the record date or within 60 days
    thereafter: Mr. Murdock, 455,585; Mr. Kern, 150,066;
    Mr. DeLorenzo, 138,540; Mr. Carter, 41,667;
    Mr. Horne, 56,868; and all directors and executive officers
    as a group, 880,024.                                      

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Based on a report on Schedule 13D dated
    February 13, 2003, CIC Banque CIAL, 31 rue Jean
    Wenger-Valentin, 67000 Strasbourg, France and/or its affiliates
    had sole voting and dispositive power over all such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(6) | Mr. Murdock customarily maintains revolving
    lines of credit in conjunction with his various business
    activities, under which borrowings and security vary from time
    to time, and pursuant to which he provides collateral owned by
    him, including his shares in Dole. His reported holdings include
    13,086,847 shares of Doles common stock owned by David H.
    Murdock as Trustee for the David H. Murdock Living Trust dated
    May 28, 1986 and 81,000 shares of Doles common stock
    owned by Mr. Murdocks sons.                                                                                                                                                                                                                                                                                                                                                 
|   
|(7) | The individuals indicated each beneficially own
    the following number of shares of Doles common stock that
    were granted pursuant to Doles Non-Employee Directors
    Stock Option Plan and that may be purchased upon the exercise of
    stock options exercisable on the record date or within 60 days
    thereafter: Mr. Curb, 10,606; Dr. Dickson, 500;
    Mr. Ferry, 10,606; Mr. Johnson, 500; and
    Mr. Merszei, 7,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(8) | The directors listed below each beneficially own
    the following number of vested stock units credited under
    Doles Non-Employee Directors Deferred Stock and Cash
    Compensation Plan: Mr. Curb, 11,367; Mr. DeLorenzo,
    394; Dr. Dickson, 998; Mr. Ferry, 14,946;
    Mr. Johnson, 3,291; and Mr. Merszei, 4,889. The number
    of stock units received by a director is derived by dividing the
    amount of the directors quarterly retainer and fees by the
    average closing price of Doles common stock over the 10
    trading days ending on the day prior to the vesting of the stock
    units. Stock units do not have voting rights or represent a
    right to acquire or dispose of Doles common stock within
    60 days following the record date, but, following the
    merger, will be converted into a right to receive $33.50 per
    stock unit in cash.
|   
|(9) | Reported holdings include 400 shares of
    Doles common stock held by Mr. Curb as custodian for the
    benefit of his children.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



|     |                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Reported holdings include shares of Doles
    common stock held for certain officers by Doles Tax
    Deferred Investment Plan pursuant to Section 401(k) of the
    Internal Revenue Code of 1986.                                                                                                                               
|    
|(11) | Reported holdings are held in a revocable trust.                                                                                                                                                                                                                                                                                    
|    
|(12) | Options shown in this table are only those
    exercisable within 60 days of the record date. The options
    shown, plus any other options held by the persons indicated,
    will be cancelled in the merger in return for a cash payment,
    except for options held by Mr. Murdock which will be
    cancelled without payment.

Equity Compensation Plan Information

The following is a summary of the shares reserved
for issuance as of December 28, 2002, pursuant to
outstanding options, rights or warrants granted under
Doles equity compensation plans:

|                                                               |  |                       |       |                      |  |                      |       |  |  |  |       | 
|-------------------------------------------------------------- |  | --------------------- | ----- | -------------------- |  | -------------------- | ----- |  |  |  | ----- | 
|                                                               |  | Number of Securities  |       |                      |  |                     
|                                                               |  | to be Issued upon     |       | Weighted Average     |  |                     
|                                                               |  | Exercise of           |       | Exercise Price of    |  | Number of Securities
|                                                               |  | Outstanding Options,  |       | Outstanding Options, |  | Remaining Available 
|Plan Category                                                  |  | Warrants and Rights   |       | Warrants and Rights  |  | for Future Issuance 
|                                                               |  |                       |       |                      |  |                     
|                                                               |  |                      
|                                                               |  | (Shares in thousands)
|Equity Compensation plans approved by security
    holders     |  |                       | 2,275 |                      |  | $                    | 23.02 |  |  |  | 1,613 | 
|Equity compensation plans not approved by
    security holders |  |                       |      |                      |  |                      |      |  |  |  |      | 
|                                                               |  |                       |       |                      |  |                      |       |  |  |  |       | 
|Total                                                          |  |                       | 2,275 |                      |  | $                    | 23.02 |  |  |  | 1,613 | 
|                                                               |  |                       |       |                      |  |                      |       |  |  |  |       | 

Dole has two equity compensation plans for its
employees that were approved by the stockholders, pursuant to
which options, rights or warrants may be granted and one equity
compensation plan for its nonemployee directors that was
approved by the stockholders.

Under the 1991 and 2001 Stock Option and Award
Plans (the Option Plans), the Company can grant
incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock awards and performance
share awards to officers and key employees of the Company. Stock
options generally vest over a

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three-year period or based on stock price
appreciation and may be exercised for up to 10 years from
the date of grant, as determined by the Corporate Compensation
and Benefits Committee of the Companys Board of Directors.


Options under the Option Plans may result in
payments following the resignation, retirement or other
termination of employment with Dole or its subsidiaries or as a
result of a change of control of Dole (as defined in the 1991
Plan). Vested options under the Option Plans may be exercised
within a period of 12 months following a termination by
reason of death, disability or retirement, and three months
following a termination for other reasons. The Option Plans
permits the Compensation Committee, which administers the Option
Plans, to accelerate, extend or otherwise modify benefits
payable under the applicable awards in various circumstances,
including a termination of employment or change in control.
Under the Option Plans, if there is a change of control of Dole,
all options become immediately exercisable.

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

Dole has no other equity compensation plans
pursuant to which options, rights or warrants could be granted.




Item
13.     Certain Relationships and
Related Transactions

On December 18, 2002, Dole and David H.
Murdock signed a definitive merger agreement (merger
agreement) pursuant to which Mr. Murdock will acquire
the approximately 76% of Doles common stock that he and
his family do not already own for $33.50 per share in cash.
Upon completion of the merger, Dole will become wholly owned by
Mr. Murdock through DHM Holding Company, Inc.

Dole has filed with the Securities and Exchange
Commission and mailed to its shareholders definitive proxy
materials for a special meeting of shareholders to vote on the
proposed merger of DHM Acquisition Company, Inc., which is
wholly owned by DHM Holding Company, Inc., into Dole. The
special meeting is scheduled for March 26, 2003. The merger
is conditioned upon, among other things, its approval by
shareholders who own a majority of the outstanding shares not
already owned by Mr. Murdock or his family, and completion
of the financing contemplated by the merger.

It is anticipated that funds necessary to
purchase the outstanding shares of Dole will be provided by
Mr. Murdock, a bank syndicate and/or institutional
investors. Completion of the financing required to complete the
transaction and refinance some of Doles debt is subject to
the execution of definitive loan agreements and the satisfaction
of the conditions therein. Such financing is currently expected
to consist of $1.125 billion of senior secured credit
facilities (currently expected to consist of approximately
$825 million of term loan facilities and approximately
$300 million of revolving credit facilities, a portion of
which revolving credit facilities will be drawn upon on the
closing date of the merger) and approximately $475 million
of new senior debt securities. Dole announced on March 17,
2003, that it had priced at par $475 million of 8.875%
Senior Notes due 2011 (the 2011 Notes). The 2011
Notes are being offered pursuant to Rule 144A and
Regulation S under the Securities Act of 1933. Assuming
shareholder approval of the merger agreement and satisfaction of
financing conditions, Dole expects that the closing of the
offering and the delivery of the 2011 Notes will occur shortly
thereafter.

In addition, Dole and Mr. Murdock announced
that, assuming the merger receives the required approval by
Doles shareholders and becomes effective, Dole expects to
redeem or retire its 7% Notes due 2003 and 6.375% Senior Notes
due 2005, which had outstanding principal balances of
$209.8 million and $300 million, respectively, at
December 28, 2002. Dole also expects that its 7.25% Senior
Notes due 2009 and 7.875% Debentures due 2013 will remain
outstanding. Dole intends to modify the Senior Notes due 2009
and Debentures due 2013 to provide for interest rates of 8.625%
and 8.75%, respectively, and for substantially the same
covenants and subsidiary guarantees as will exist under the
Notes. The exact timing of these actions

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would be dependent on the timing of the merger.
Additionally, all outstanding stock options (other than those
held by Mr. Murdock) would be settled in cash, upon
consummation of the merger.


Part of the financing for the going-private
transactions is expected to include sale leaseback transactions
for our aircraft. Castle and Cooke or one of its subsidiaries
may be a participant in such transactions.

Mr. Murdock acquired a controlling interest
in Dole in 1985 when Dole (then called Castle & Cooke,
Inc.) acquired Flexi-Van Leasing, Inc. Mr. Murdock was
named Chairman and Chief Executive Officer of Dole in 1985.
Castle & Cooke, Inc. changed its name to Dole Food
Company, Inc. in 1991. In 1995, Dole divested most of its
non-core real estate by spinning it out into a new company named
Castle & Cooke, Inc. In 2000, Mr. Murdock took
Castle & Cooke private. Mr. Murdock, the Companys
Chairman and Chief Executive Officer, owns Castle
& Cooke as well as a transportation equipment leasing
company, a private dining club and a private country club, which
supply products and provide services to numerous customers and
patrons. During fiscal 2002, 2001 and 2000, Dole paid
Mr. Murdocks companies an aggregate of approximately
$4 million, $3 million and $2 million,
respectively, primarily for the rental of truck chassis,
generator sets and warehousing services. Castle purchased
approximately $0.4 million, $0.2 million and
$0.3 million of products from Dole in 2002, 2001 and 2000,
respectively.

In October 2001, Dole and Castle entered into an
agreement to replace an aircraft held 50% by each party. The
ownership percentage in the new aircraft is 68% by Dole and 32%
by Castle. Under co-ownership agreements, Dole and Castle have
agreed that each party would be responsible for the direct costs
associated with its use of these aircraft, and that all other
indirect costs would be shared in proportion to each
partys ownership percentage. During 2002, 2001 and 2000,
Doles proportionate share of the direct and indirect costs
for these aircraft was $0.9 million, $1.3 million and
$1.0 million, respectively. Doles Audit Committee
and/or Board of Directors have approved all transactions with
Mr. Murdock.

Mr. Murdock, a director and executive
officer, and Ms. Roberta Wieman, an executive officer, of
ours also serve as directors and executive officers of
privately-held entities controlled by Mr. Murdock that do
not have compensation committees. Any compensation paid by those
companies is within the discretion of their respective boards of
directors.




Item
14.     Controls and
Procedures

Within 90 days prior to the filing of this
report, an evaluation was carried out under the supervision and
with the participation of Doles management, including our
Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures, as
defined in Rule 13a-14(c) under the Securities Exchange Act
(Act). Based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that Doles
disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports we file
under the Act is recorded, processed, summarized and reported by
management of Dole on a timely basis in order to comply with
Doles disclosure obligations under the Act and the SEC
rules thereunder.

Changes in Internal Controls

There were no significant changes in Doles
internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation.

105



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PART IV




Item
15.     Exhibits, Financial
Statement Schedules and Reports on Form 8-K

(a) 1.     Financial
Statements: The following consolidated financial statements
are included herein in Item 8 above.

|                                                                             |  |           |    | 
|---------------------------------------------------------------------------- |  | --------- | -- | 
|                                                                             |  | Form 10-K
|                                                                             |  | Page     
|                                                                             |  |          
|Audited Financial Statements for the Three Years
    Ended December 28, 2002 |  |           | 47 | 

2.     Financial
Statement Schedule

|                                  |  |  |     | 
|--------------------------------- |  |  | --- | 
|Valuation and Qualifying Accounts |  |  | 112 | 

3.     Exhibits:

|        |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | --- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     | 
|Number  |     | 
|        |     | 
|        | 3.1 |  |  | Certificate of Incorporation. Incorporated by
    reference to Exhibit 3.1 to Doles Quarterly Report on
    Form 10-Q for the quarter ended October 6, 2001, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.2 |  |  | By-Laws. Incorporated by reference to
    Exhibit 3.2 to Doles Quarterly Report on
    Form 10-Q for the quarter ended October 6, 2001, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 4.1 |  |  | Credit Agreement dated as of July 29, 1996
    among Dole; The Chase Manhattan Bank, as Administrative Agent
    and Lender; Bank of America National Trust & Savings
    Association, as Syndication Agent and Lender; Citibank, N.A., as
    Documentation Agent and Lender; and the financial institutions
    which are Lenders thereunder, relating to Doles
    $400 million revolving credit facility. Incorporated by
    reference to Exhibit 4.1 to Doles Quarterly Report on
    Form 10-QA for the quarter ended October 5, 1996, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 4.2 |  |  | Officers Certificate dated May 13,
    1993 relating to $300 million of Doles 7% notes due
    2003. Incorporated by reference to Exhibit 4.2 to
    Doles Annual Report on Form 10-K for the fiscal year
    ended January 2, 1999, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4.3 |  |  | Officers Certificate dated August 3,
    1993 relating to $175 million of Doles 7.875%
    debentures due 2013. Incorporated by reference to
    Exhibit 4.3 to Doles Annual Report on Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 4.4 |  |  | Officers Certificate dated October 6,
    1998 relating to $300 million of Doles 6 3/8% notes
    due 2005. Incorporated by reference to Exhibit 4.1 to
    Doles Current Report on Form 8-K, event date
    October 1, 1998, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 4.5 |  |  | Indenture dated as of April 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 Current Report on
    Form 8-K, event date May 6, 1993, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 4.6 |  |  | 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 to Doles Current Report on
    Form 8-K, event date July 19, 1993, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4.7 |  |  | Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement dated as of February 1, 1999 between Dole
    and The Northern Trust Company. Incorporated by reference to
    Exhibit 4.7 to Doles Annual Report on Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4.8 |  |  | $250 Million Credit Agreement dated as of
    July 11, 2000 among Dole Food Company, Inc., Dole Fresh
    Fruit International, Limited and Solvest, Ltd., as Borrowers,
    the Lenders listed therein, as Lenders, Banc of America
    Securities LLC, as Sole Lead Arranger and Sole Book Manager,
    Bank of America, N.A., as Administrative Agent, Commerzbank AG,
    as Syndication Agent, The Bank Of Nova Scotia, as Documentation
    Agent, and Cobank, ACB and Cooperatieve Centrale
    Raiffeisen  Boerenleenbank B.A., Rabobank
    Nederland, New York Branch, as Co-Agents. Incorporated by
    reference to Exhibit 4 to Doles Quarterly Report on
    Form 10-Q for the quarter ended June 17, 2000, File
    No. 1-4455. The Credit Agreement was amended and restated
    as of August 24, 2001; the Amended and Restated Credit
    Agreement is incorporated by reference to Exhibit 4.9 to
    Doles Quarterly Report on Form 10-Q for the quarter
    ended October 6, 2001, File No. 1-4455.

106



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|        |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | ----- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 4.9   |  |  | First Supplemental Indenture between Dole and
    J.P. Morgan Trust Company, National Association, incorporated by
    reference to Exhibit 4.9 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2003, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                         
|        | 10.1  |  |  | Doles 1991 Stock Option and Award Plan, as
    amended through July 31, 1997. Incorporated by reference to
    Exhibit 10.2 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4,
    1997, File No. 1-4455. This Plan was amended on
    March 22, 2001; the March 22, 2001 amendments are
    incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No. 1-4455.                                                                                                                    
|        | 10.2  |  |  | Doles 1982 Stock Option and Award Plan, as
    amended through July 31, 1997. Incorporated by reference to
    Exhibit 10.1 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4,
    1997, File No. 1-4455. This Plan was amended on
    March 22, 2001; the March 22, 2001 amendments are
    incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No. 1-4455.                                                                                                                    
|        | 10.3  |  |  | Doles Supplementary Executive Retirement
    Plan (effective January 1, 1989), First Restatement.
    Incorporated by reference to Exhibit 10(c) to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 29, 1990, File No. 1-4455. This Plan was
    amended on March 22, 2001; the March 22, 2001
    amendments are incorporated by reference to Exhibit 10.10
    to Doles Annual Report on Form 10-K for the fiscal
    year ended December 30, 2000, File No. 1-4455.                                                                                                   
|        | 10.4  |  |  | Doles 1998 Combined Annual and Long-Term
    Incentive Plan for Executive Officers. Incorporated by reference
    to Exhibit 10 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended June 20, 1998,
    File No. 1-4455. This Plan was amended on March 22,
    2001; the March 22, 2001 amendments are incorporated by
    reference to Exhibit 10.10 to Doles Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000,
    File No 1-4455.                                                                                                                   
|        | 10.5  |  |  | Doles Executive Deferred Compensation Plan.
    Incorporated by reference to Exhibit 10.9 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 31, 1994, File No. 1-4455. This Plan was
    amended on March 22, 2001; the March 22, 2001
    amendments are incorporated by reference to Exhibit 10.10
    to Doles Annual Report on Form 10-K for the fiscal
    year ended December 30, 2000, File No. 1-4455.                                                                                                                                                          
|        | 10.6  |  |  | Doles 1996 Non-Employee Directors Deferred
    Stock and Cash Compensation Plan, as amended effective
    October 9, 1998. Incorporated by reference to
    Exhibit 10.1 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 10,
    1998, File No. 1-4455. This Plan was amended on
    March 22, 2001; the March 22, 2001 amendments are
    incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No. 1-4455.                                                                      
|        | 10.7  |  |  | Doles Stock Ownership Enhancement Program,
    as effective July 31, 1997. Incorporated by reference to
    Exhibit 10.4 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4,
    1997, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                
|        | 10.8  |  |  | Doles 1995 Non-Employee Directors Stock
    Option Plan. Incorporated by reference to Exhibit 4.1 to
    Doles Registration Statement on Form S-8 filed on
    June 28, 1995, Registration No. 33-60641. This Plan
    was amended on March 22, 2001; the March 22, 2001
    amendments are incorporated by reference to Exhibit 10.10
    to Doles Annual Report on Form 10-K for the fiscal
    year ended December 30, 2000, File No. 1-4455.                                                                                                                                                     
|        | 10.9  |  |  | Consulting Agreement dated as of
    December 16, 1999 between Dole Food Company, Inc. and
    Lawrence A. Kern. Incorporated by reference to Exhibit 10.9
    to Doles Annual Report on Form 10-K for the fiscal
    year ended January 1, 2000, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                     
|        | 10.10 |  |  | Amendments to Dole Plans, adopted and effective
    March 22, 2001: 1991 Stock Option and Award Plan; 1982
    Stock Option and Award Plan; Supplementary Executive Retirement
    Plan; 1998 Combined Annual and Long-Term Incentive Plan for
    Executive Officers; Executive Deferred Compensation Plan; 1996
    Non-Employee Directors Deferred Stock and Cash Compensation
    Plan; and 1995 Non-Employee Directors Stock Option Plan.
    Incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No. 1-4455.

107



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|        |       |  |  |                                                                                                                                                                                                                                                                                                                                                     
|------- | ----- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | 
|Number  |       | 
|        |       | 
|        | 10.11 |  |  | Doles 2001 Stock Option and Award Plan,
    incorporated by reference to Appendix A to the Doles
    Definitive Proxy Statement on Schedule 14A filed with the
    Commission on April 25, 2001, File No. 1-4455.                                                                                                                                 
|        | 10.12 |  |  | Consulting Agreement, dated as of
    December 28, 2002, between Dole and David A. DeLorenzo,
    incorporated by reference to Exhibit 10.12 to Doles
    Quarterly Report on Form 10-Q for the quarterly period
    ended March 23, 2003, File No. 1-4455.                                                                                        
|        | 10.13 |  |  | Schedule of executive officers receiving
    Form 1 Change of Control Agreement or Form 2 Change of
    Control Agreement, incorporated by reference to
    Exhibit 10.13 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2003, File No. 1-4455.                                                           
|        | 10.14 |  |  | Form 1 Change of Control Agreement,
    incorporated by reference to Exhibit 10.14 to Doles
    Quarterly Report on Form 10-Q for the quarterly period
    ended March 23, 2003, File No. 1-4455.                                                                                                                                                  
|        | 10.15 |  |  | Form 2 Change of Control Agreement,
    incorporated by reference to Exhibit 10.15 to Doles
    Quarterly Report on Form 10-Q for the quarterly period
    ended March 23, 2003, File No. 1-4455.                                                                                                                                                  
|        | 10.16 |  |  | Agreement and Plan of Merger, dated as of
    December 18, 2002, by and among Dole, DHM Holding
    Company, Inc., DHM Acquisition Company, Inc. and David H.
    Murdock, incorporated by reference to Appendix A to
    Doles Definitive Proxy Statement on Schedule 14A
    filed with the Commission on February 14, 2003, File
    No. 1-4455.
|        | 16    |  |  | Letter from Arthur Andersen LLP, incorporated by
    reference to Exhibit 16 to Doles Current Report on
    Form 8-K, filed May 17, 2002, File No. 1-4455.                                                                                                                                                                                         
|        | 21   |  |  | Subsidiaries of Dole Food Company, Inc.                                                                                                                                                                                                                                                                                                             
|        | 23   |  |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                   
|        | 99    |  |  | Letter with Respect to Work Performed by Arthur
    Andersen LLP, incorporated by reference to Exhibit 99 to
    Amendment No. 1 to Doles Annual Report on
    Form 10-K/A for the fiscal year ended December 29,
    2001, filed on February 7, 2003, File No. 1-4455.                                                                            



---



|  |               
|- | --------------
| | Filed herewith



| |     |                     
| | --- | --------------------
| | (b) | Reports on Form 8-K:

Dole filed the following Current Reports on
Form 8-K on the specified dates during Doles fourth
fiscal quarter:



| |                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | November 12, 2002, reporting litigation
    status.                                                                                                                                                                                          
|
| | November 19, 2002, reporting certification
    of Chief Executive Officer and Chief Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                         
|
| | December 20, 2002, reporting the execution
    and delivery of the Agreement and Plan of Merger, dated as of
    December 18, 2002, by and among Dole, DHM Holding
    Company, Inc., DHM Acquisition Company, Inc. and David H.
    Murdock.

108



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SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                        
| | -----------------------
| | DOLE FOOD COMPANY, INC.
| | Registrant             



| |     |                     
| | --- | --------------------
| | By: | /s/ DAVID H. MURDOCK

| |                          
| | -------------------------
| |                          
| | David H. Murdock         
| | Chairman of the Board and
| | Chief Executive Officer  

March 24, 2003


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Lawrence
A. Kern, C. Michael Carter and Richard J. Dahl, or any of them,
as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any
and all amendments to this Annual Report on Form 10-K, and
to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or
could do in person, lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

|                                           |  |                                                                            |  |               
|------------------------------------------ |  | -------------------------------------------------------------------------- |  | --------------
|                                          
|/s/ DAVID H. MURDOCKDavid H. Murdock       |  | Chairman of the Board and Chief Executive Officer
    and Director         |  | March 24, 2003
|                                          
|/s/ LAWRENCE A. KERNLawrence A. Kern       |  | President and Chief Operating Officer and Director                         |  | March 24, 2003
|                                          
|/s/ RICHARD J. DAHLRichard J. Dahl         |  | Vice President and Chief Financial Officer                                 |  | March 24, 2003
|                                          
|/s/ YOON HUGHYoon Hugh                     |  | Controller and Chief Accounting Officer
    (Principal Accounting Officer) |  | March 24, 2003
|                                          
|/s/ MIKE CURBMike Curb                     |  | Director                                                                   |  | March 24, 2003
|                                          
|/s/ DAVID A. DELORENZODavid A. DeLorenzo   |  | Director                                                                   |  | March 24, 2003
|                                          
|/s/ E. ROLLAND DICKSONE. Rolland Dickson   |  | Director                                                                   |  | March 24, 2003
|                                          
|/s/ RICHARD M. FERRYRichard M. Ferry       |  | Director                                                                   |  | March 24, 2003
|                                          
|/s/ LAWRENCE M. JOHNSONLawrence M. Johnson |  | Director                                                                   |  | March 24, 2003
|                                          
|/s/ ZOLTAN MERSZEIZoltan Merszei           |  | Director                                                                   |  | March 24, 2003

109



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CERTIFICATIONS

I, David H. Murdock, certify that:

1.     I have reviewed
this annual report on Form 10-K of Dole Food Company, Inc.;

2.     Based on my
knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this annual report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;

4.     The
registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared.
|
| | (b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date), and                                                                                                      
|
| | (c) Presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6.     The
registrants other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.



| |    |                     
| | -- | --------------------
| | By | /s/ DAVID H. MURDOCK

| |                          
| | -------------------------
| |                          
| | David H. Murdock         
| | Chairman of the Board and
| | Chief Executive Officer  

Date: March 24, 2003

110



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##### Table of Contents



CERTIFICATIONS

I, Richard J. Dahl, certify that:

1.     I have reviewed
this annual report on Form 10-K of Dole Food Company, Inc.;

2.     Based on my
knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this annual report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;

4.     The
registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared.
|
| | (b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date), and                                                                                                      
|
| | (c) Presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6.     The
registrants other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.



| |    |                    
| | -- | -------------------
| | By | /s/ RICHARD J. DAHL

| |                        
| | -----------------------
| |                        
| | Richard J. Dahl        
| | Vice President and     
| | Chief Financial Officer

Date: March 24, 2003

111



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##### Table of Contents



INDEPENDENT AUDITORS REPORT

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

We have audited the consolidated financial
statements of Dole Food Company, Inc. and subsidiaries (the
Company) as of December 28, 2002 and for the
year then ended, and have issued our report thereon dated
February 20, 2003, except for Note 18, as to which the date
is March 17, 2003 (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to a
change in the method of accounting for goodwill and an
explanatory paragraph relating to the application of procedures
relating to certain disclosures and reclassifications of
financial statement amounts related to the 2001 and 2000
consolidated financial statements that were audited by other
auditors who have ceased operations and for which we have
expressed no opinion or other form of assurance other than with
respect to such disclosures and reclassifications); such
financial statements and report are included elsewhere in this
2002 Annual Report on Form 10-K. The consolidated financial
statements of the Company as of December 29, 2001 and for
the years ended December 29, 2001 and December 30,
2000, were audited by other auditors who have ceased operations.
Those auditors expressed an unqualified opinion on those
financial statements in their report dated January 30,
2002. Our audit also included the financial statement schedule
of the Company for the year ended December 28, 2002, listed
in Item 15. This financial statement schedule is the
responsibility of the Companys management. Our
responsibility is to express an opinion based on our audit. In
our opinion, such 2002 financial statement schedule, when
considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the
information set forth therein. The financial statement schedules
for the years ended December 29, 2001 and December 30,
2000 were audited by other auditors who have ceased operations.
Those auditors expressed an opinion, in their report dated
January 30, 2002, that such 2001 and 2000 financial
statement schedules, when considered in relation to the 2001 and
2000 basic financial statements taken as a whole, presented
fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Los Angeles, California

February 20, 2003


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THIS REPORT SET FORTH BELOW IS A COPY OF A
PREVIOUSLY ISSUED AUDIT REPORT BY ARTHUR ANDERSEN LLP. THIS
REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH ITS INCLUSION IN THIS FORM 10-K.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

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

We have audited in accordance with generally
accepted auditing standards in the United States, the
consolidated financial statements of Dole Food Company, Inc. and
subsidiaries included in this Form 10-K and have issued our
report thereon dated January 30, 2002. Our audits were made
for the purpose of forming an opinion on the basic consolidated
financial statements taken as a whole. The schedule listed in
the preceding index is the responsibility of the Companys
management and is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not part
of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the
basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data
required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Los Angeles, California

January 30, 2002


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DOLE FOOD COMPANY, INC.

VALUATION AND QUALIFYING ACCOUNTS

|                             |                                 |                                       |  |            |        |             |  |               |        |             |  |   |        |   |  |   |         |   |  |   |        | 
|---------------------------- | ------------------------------- | ------------------------------------- |  | ---------- | ------ | ----------- |  | ------------- | ------ | ----------- |  | - | ------ | - |  | - | ------- | - |  | - | ------ | 
|                             |                                 |                                       |  |            |        |             |  |              
|                             |                                 |                                       |  | Additions  |        |             |  |              
|                             |                                 |                                       |  |            |        |             |  |              
|                             |                                 | Balance at                            |  | Charged to |        | Charged to  |  |               |        |            
|                             |                                 | Beginning                             |  | Costs and  |        | Other       |  |               |        | Balance at 
|                             |                                 | of Year                               |  | Expenses   |        | Accounts(B) |  | Deductions(A) |        | End of Year
|                             |                                 |                                       |  |            |        |             |  |               |        |            
|                             |                                 |                                      
|                             |                                 | (In thousands)                       
|Year Ended December 28, 2002 |                                 |                                       |  |            |        |             |  |               |        |             |  |   |        |   |  |   |         |   |  |  
|                             | Allowance for doubtful accounts |                                       |  |            |        |             |  |               |        |             |  |   |        |   |  |   |         |   |  |   |       
|                             |                                 | Trade receivables                     |  | $          | 54,128 |             |  | $             | 15,083 |             |  | $ | 579    |   |  | $ | (15,210 | ) |  | $ | 54,580 | 
|                             |                                 | Notes and other current receivables   |  |            | 35,203 |             |  |               | 4,410  |             |  |   | (5,135 | ) |  |   | (18,120 | ) |  |   | 16,358 | 
|                             |                                 | Long-term notes and other receivables |  |            | 60,294 |             |  |               | 2,927  |             |  |   | 8,470  |   |  |   | (6,774  | ) |  |   | 64,917 | 
|Year Ended December 29, 2001 |                                 |                                       |  |            |        |             |  |               |        |             |  |   |        |   |  |   |         |   |  |  
|                             | Allowance for doubtful accounts |                                       |  |            |        |             |  |               |        |             |  |   |        |   |  |   |         |   |  |   |       
|                             |                                 | Trade receivables                     |  |            | 50,499 |             |  |               | 13,454 |             |  |   | 177    |   |  |   | (10,002 | ) |  |   | 54,128 | 
|                             |                                 | Notes and other current receivables   |  |            | 59,149 |             |  |               | 3,300  |             |  |   | 550    |   |  |   | (27,796 | ) |  |   | 35,203 | 
|                             |                                 | Long-term notes and other receivables |  |            | 58,458 |             |  |               | 7,962  |             |  |   | 273    |   |  |   | (6,399  | ) |  |   | 60,294 | 
|Year Ended December 30, 2000 |                                 |                                       |  |            |        |             |  |               |        |             |  |   |        |   |  |   |         |   |  |  
|                             | Allowance for doubtful accounts |                                       |  |            |        |             |  |               |        |             |  |   |        |   |  |   |         |   |  |   |       
|                             |                                 | Trade receivables                     |  |            | 48,625 |             |  |               | 9,522  |             |  |   | (49    | ) |  |   | (7,599  | ) |  |   | 50,499 | 
|                             |                                 | Notes and other current receivables   |  |            | 48,442 |             |  |               | 7,579  |             |  |   | 5,913  |   |  |   | (2,785  | ) |  |   | 59,149 | 
|                             |                                 | Long-term notes and other receivables |  |            | 49,763 |             |  |               | 14,990 |             |  |   | (1,136 | ) |  |   | (5,159  | ) |  |   | 58,458 | 



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Note:



|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|(A) | Write-off of uncollectible amounts and
    adjustments for business dispositions and reconfigurations
|   
|(B) | Purchase accounting and transfers among allowance
    accounts                                       

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EXHIBIT INDEX

|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|No.     |    | Description
|        |    |            
|        | 3  | .1          |  | Certificate of Incorporation. Incorporated by
    reference to Exhibit 3.1 to Doles Quarterly Report on
    Form 10-Q for the quarter ended October 6, 2001, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3  | .2          |  | By-Laws. Incorporated by reference to
    Exhibit 3.2 to Doles Quarterly Report on
    Form 10-Q for the quarter ended October 6, 2001, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 4  | .1          |  | Credit Agreement dated as of July 29, 1996
    among Dole; The Chase Manhattan Bank, as Administrative Agent
    and Lender; Bank of America National Trust & Savings
    Association, as Syndication Agent and Lender; Citibank, N.A., as
    Documentation Agent and Lender; and the financial institutions
    which are Lenders thereunder, relating to Doles
    $400 million revolving credit facility. Incorporated by
    reference to Exhibit 4.1 to Doles Quarterly Report on
    Form 10-QA for the quarter ended October 5, 1996, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 4  | .2          |  | Officers Certificate dated May 13,
    1993 relating to $300 million of Doles 7% notes due
    2003. Incorporated by reference to Exhibit 4.2 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    January 2, 1999, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4  | .3          |  | Officers Certificate dated August 3,
    1993 relating to $175 million of Doles 7.875% debentures
    due 2013. Incorporated by reference to Exhibit 4.3 to
    Doles Annual Report on Form 10-K for the fiscal year
    ended January 2, 1999, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 4  | .4          |  | Officers Certificate dated October 6,
    1998 relating to $300 million of Doles 6 3/8% notes
    due 2005. Incorporated by reference to Exhibit 4.1 to
    Doles Current Report on Form 8-K, event date
    October 1, 1998, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 4  | .5          |  | Indenture dated as of April 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 Current Report on
    Form 8-K, event date May 6, 1993, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 4  | .6          |  | 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 to Doles Current Report on
    Form 8-K, event date July 19, 1993, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 4  | .7          |  | Dole Food Company, Inc. Master Retirement Savings
    Trust Agreement dated as of February 1, 1999 between Dole
    and The Northern Trust Company. Incorporated by reference to
    Exhibit 4.7 to Doles Annual Report on Form 10-K
    for the fiscal year ended January 2, 1999, File
    No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4  | .8          |  | $250 Million Credit Agreement dated as of
    July 11, 2000 among Dole Food Company, Inc., Dole Fresh
    Fruit International, Limited and Solvest, Ltd., as Borrowers,
    the Lenders listed therein, as Lenders, Banc of America
    Securities LLC, as Sole Lead Arranger and Sole Book Manager,
    Bank of America, N.A., as Administrative Agent, Commerzbank AG,
    as Syndication Agent, The Bank Of Nova Scotia, as Documentation
    Agent, and Cobank, ACB and Cooperatieve Centrale
    Raiffeisen  Boerenleenbank B.A., Rabobank
    Nederland, New York Branch, as Co-Agents. Incorporated by
    reference to Exhibit 4 to Doles Quarterly Report on
    Form 10-Q for the quarter ended June 17, 2000, File
    No. 1-4455. The Credit Agreement was amended and restated
    as of August 24, 2001; the Amended and Restated Credit
    Agreement is incorporated by reference to Exhibit 4.9 to
    Doles Quarterly Report on Form 10-Q for the quarter
    ended October 6, 2001, File No. 1-4455.
|        | 4  | .9          |  | First Supplemental Indenture between Dole and
    J.P. Morgan Trust Company, National Association, incorporated by
    reference to Exhibit 4.9 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2003, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10 | .1          |  | Doles 1991 Stock Option and Award Plan, as
    amended through July 31, 1997. Incorporated by reference to
    Exhibit 10.2 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4, 1997,
    File No. 1-4455. This Plan was amended on March 22,
    2001; the March 22, 2001 amendments are incorporated by
    reference to Exhibit 10.10 to Doles Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000,
    File No 1-4455.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|No.     |    | Description
|        |    |            
|        | 10 | .2          |  | Doles 1982 Stock Option and Award Plan, as
    amended through July 31, 1997. Incorporated by reference to
    Exhibit 10.1 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4,
    1997, File No. 1-4455. This Plan was amended on
    March 22, 2001; the March 22, 2001 amendments are
    incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No 1-4455.                                                                                                                     
|        | 10 | .3          |  | Doles Supplementary Executive Retirement
    Plan (effective January 1, 1989), First Restatement.
    Incorporated by reference to Exhibit 10(c) to Doles Annual
    Report on Form 10-K for the fiscal year ended
    December 29, 1990, File No. 1-4455. This Plan was
    amended on March 22, 2001; the March 22, 2001 amendments
    are incorporated by reference to Exhibit 10.10 to
    Doles Annual Report on Form 10-K for the fiscal year
    ended December 30, 2000, File No 1-4455.                                                                                                    
|        | 10 | .4          |  | Doles 1998 Combined Annual and Long-Term
    Incentive Plan for Executive Officers. Incorporated by reference
    to Exhibit 10 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended June 20, 1998,
    File No. 1-4455. This Plan was amended on March 22,
    2001; the March 22, 2001 amendments are incorporated by
    reference to Exhibit 10.10 to Doles Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000,
    File No 1-4455.                                                                                                                   
|        | 10 | .5          |  | Doles Executive Deferred Compensation Plan.
    Incorporated by reference to Exhibit 10.9 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 31, 1994, File No. 1-4455. This Plan was
    amended on March 22, 2001; the March 22, 2001
    amendments are incorporated by reference to Exhibit 10.10
    to Doles Annual Report on Form 10-K for the fiscal
    year ended December 30, 2000, File No 1-4455.                                                                                                                                                           
|        | 10 | .6          |  | Doles 1996 Non-Employee Directors Deferred
    Stock and Cash Compensation Plan, as amended effective
    October 9, 1998. Incorporated by reference to
    Exhibit 10.1 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 10,
    1998, File No. 1-4455. This Plan was amended on March 22,
    2001; the March 22, 2001 amendments are incorporated by
    reference to Exhibit 10.10 to Doles Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000,
    File No 1-4455.                                                                       
|        | 10 | .7          |  | Doles Stock Ownership Enhancement Program,
    as effective July 31, 1997. Incorporated by reference to
    Exhibit 10.4 to Doles Quarterly Report on
    Form 10-Q for the fiscal quarter ended October 4,
    1997, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                
|        | 10 | .8          |  | Doles 1995 Non-Employee Directors Stock
    Option Plan. Incorporated by reference to Exhibit 4.1 to
    Doles Registration Statement on Form S-8 filed on
    June 28, 1995, Registration No. 33-60641. This Plan
    was amended on March 22, 2001; the March 22, 2001
    amendments are incorporated by reference to Exhibit 10.10
    to Doles Annual Report on Form 10-K for the fiscal
    year ended December 30, 2000, File No 1-4455.                                                                                                                                                      
|        | 10 | .9          |  | Consulting Agreement dated as of
    December 16, 1999 between Dole Food Company, Inc. and
    Lawrence A. Kern. Incorporated by reference to Exhibit 10.9
    to Doles Annual Report on Form 10-K for the fiscal
    year ended January 1, 2000, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                     
|        | 10 | .10         |  | Amendments to Dole Plans, adopted and effective
    March 22, 2001: 1991 Stock Option and Award Plan; 1982
    Stock Option and Award Plan; Supplementary Executive Retirement
    Plan; 1998 Combined Annual and Long-Term Incentive Plan for
    Executive Officers; Executive Deferred Compensation Plan; 1996
    Non-Employee Directors Deferred Stock and Cash Compensation
    Plan; and 1995 Non-Employee Directors Stock Option Plan.
    Incorporated by reference to Exhibit 10.10 to Doles
    Annual Report on Form 10-K for the fiscal year ended
    December 30, 2000, File No. 1-4455.
|        | 10 | .11         |  | Doles 2001 Stock Option and Award Plan,
    incorporated by reference to Appendix A to the Doles
    Definitive Proxy Statement on Schedule 14A filed with the
    Commission on April 25, 2001, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                                                                     
|        | 10 | .12         |  | Consulting Agreement, dated as of
    December 28, 2002, between Dole and David A. DeLorenzo,
    incorporated by reference to Exhibit 10.12 to Doles
    Quarterly Report on Form 10-Q for the quarterly period
    ended March 23, 2003, File No. 1-4455.                                                                                                                                                                                                                                                                                                                                            
|        | 10 | .13         |  | Schedule of executive officers receiving
    Form 1 Change of Control Agreement or Form 2 Change of
    Control Agreement, incorporated by reference to
    Exhibit 10.13 to Doles Quarterly Report on
    Form 10-Q for the quarterly period ended March 23,
    2003, File No. 1-4455.                                                                                                                                                                                                                                                                                                               



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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                 
|------- | --- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|No.     |     | Description
|        |     |            
|        | 10  | .14         |  | Form 1 Change of Control Agreement,
    incorporated by reference to Exhibit 10.14 to Doles
    Quarterly Report on Form 10-Q for the quarterly period
    ended March 23, 2003, File No. 1-4455.                                                                                                                                              
|        | 10  | .15         |  | Form 2 Change of Control Agreement,
    incorporated by reference to Exhibit 10.15 to Doles
    Quarterly Report on Form 10-Q for the quarterly period
    ended March 23, 2003, File No. 1-4455.                                                                                                                                              
|        | 10  | .16         |  | Agreement and Plan of Merger, dated as of
    December 18, 2002, by and among Dole, DHM Holding Company,
    Inc., DHM Acquisition Company, Inc. and David H. Murdock,
    incorporated by reference to Appendix A to Doles
    Definitive Proxy Statement on Schedule 14A filed with the
    Commission on February 14, 2003, File No. 1-4455.
|        | 16  |             |  | Letter from Arthur Andersen LLP, incorporated by
    reference to Exhibit 16 to Doles Current Report on
    Form 8-K, filed May 17, 2002, File No. 1-4455.                                                                                                                                                                                     
|        | 21 |             |  | Subsidiaries of Dole Food Company, Inc.                                                                                                                                                                                                                                                                                                         
|        | 23 |             |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                               
|        | 99  |             |  | Letter with Respect to Work Performed by Arthur
    Andersen LLP, incorporated by reference to Exhibit 99 to
    Amendment No. 1 to Doles Annual Report on
    Form 10-K/A for the fiscal year ended December 29,
    2001, filed on February 7, 2003, File No. 1-4455.                                                                        



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|  |               
|- | --------------
| | Filed herewith