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 Dole'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 Dole's actual results to differ materially from those expressed or implied herein are set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q and Item 7A of Dole's Annual Report on Form 10-K for the fiscal year ended January 3, 2009 and include: weather-related phenomena; market responses to industry volume pressures; product and raw materials supplies and pricing; changes in interest and currency exchange rates; economic crises; quotas, tariffs and other governmental actions and international conflict.

Overview

Significant highlights for Dole Food Company, Inc. and its consolidated subsidiaries ("Dole" or the "Company") were as follows:

• Dole successfully completed a $446 million initial public offering of 35.7 million common shares on October 22, 2009. Dole's common stock began trading on the New York Stock Exchange under the ticker symbol "DOLE" on October 23, 2009. Dole received net proceeds of $415 million, reflecting $31 million of underwriting discount and offering expenses and has used and plans to use the net proceeds to pay down indebtedness.

• Dole completed the sale and issuance of $315 million 8% Senior Secured Notes due October 2016 at a discount of $6 million. On October 26, 2009, the net proceeds from the offering, together with cash on hand and borrowings under Dole's revolving credit facility were used to redeem all $363 million outstanding of Dole's 7.25% Senior Notes due June 2010.

• Dole reduced its total net debt outstanding by $43 million during the third quarter of 2009. Total net debt is defined as total debt less cash and cash equivalents and current restricted deposits. Over the last six quarters, Dole reduced its total net debt outstanding by $523 million, or 22%, as a result of monetizing non-core assets, cost cutting initiatives and improved earnings. Net debt at the end of the third quarter of 2009 was $1.86 billion and there were no borrowings outstanding under the asset based revolving credit facility ("ABL revolver").

• Cash flows provided by operating activities for the three quarters ended October 10, 2009 were $282.9 million compared to cash flows used in operating activities of $27.3 million for the same period in 2008. Cash flows provided by operating activities improved primarily due to better working capital management and higher operating income.

• Net revenues for the third quarter of 2009 were $1.9 billion compared to $2.3 billion in the third quarter of 2008. Net revenues for the first three quarters of 2009 were $5.2 billion compared to $6 billion for the first three quarters of 2008. The decrease was primarily due to the fourth quarter 2008 sale of our JP Fresh and Dole France ripening and distribution subsidiaries ("divested businesses"). In addition, lower sales in our remaining European ripening and distribution business, fresh vegetables and packaged food segments and unfavorable foreign currency exchange movements in selling locations also impacted revenues.

• Operating income in the third quarter of 2009 was $44.2 million compared to $34.6 million in the third quarter of 2008, an increase of 28%. Third quarter 2009 operating income included a net $3.9 million benefit due to gains on asset sales and unrealized hedging losses, compared with a net $12.7 million benefit due to asset sales and unrealized hedging gains for the same period in 2008. Operating income during the first three quarters of 2009 totaled $275.6 million, an increase of 32% over the first three quarters of 2008.

• Adjusted EBITDA in the third quarter of 2009 was $84.5 million compared to $71.4 million in the third quarter of 2008, an increase of 18%. Adjusted EBITDA for the first three quarters of 2009 was $349 million compared to $309 million for the same period in 2008, an increase of 13%.

• During the third quarter of 2009, Dole sold a box manufacturing plant in Latin America. Subsequent to the close of the third quarter, three additional box plants were sold. Total proceeds from these asset sales, which will be used to pay down debt, are expected to be approximately $100 million.

• There were also favorable developments in legal proceedings:

• On October 30, 2009, the Los Angeles Superior Court dismissed the remaining seven DBCP lawsuits brought on behalf of plaintiffs from the Ivory Coast, where Dole did not operate when DBCP was in use. This now ends all eight of the lawsuits originally brought against Dole (and other defendants) - the United States District Court for the Central District of California had previously dismissed the first of these lawsuits.

• On October 20, 2009, the United States District Court for the Southern District of Florida issued an order denying recognition and enforcement of the $98.5 million Nicaragua judgment against Dole and another U.S. company, citing separate and independent grounds for non-recognition: the Nicaragua trial court did not have jurisdiction over the defendant companies; the judgment did not arise out of proceedings that comported with the international concept of due process; the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law; and the cause of action or claim for relief on which the judgment is based is repugnant to the public policy of Florida. Final judgment in favor of Dole (and the other defendant companies) was entered November 10, 2009.

Non-GAAP Financial Measures

The following is a reconciliation of Adjusted EBITDA to the most directly
comparable Generally Accepted Accounting Principle (GAAP) financial measure:


                                                        Quarter Ended                     Three Quarters Ended
                                                October 10,        October 4,        October 10,         October 4,
                                                   2009               2008               2009               2008
                                                                          (In thousands)

Income (loss) from continuing operations       $     (53,436 )    $     (2,342 )    $       69,708      $    149,296
Interest expense                                      69,955            52,616             157,743           137,358
Income taxes                                          (1,307 )              75              15,704           (60,125 )

EBIT                                                  15,212            50,349             243,155           226,529
Depreciation and amortization from
continuing operations                                 37,564            42,203              92,386           106,644
Net unrealized (gain) loss on derivative
instruments                                           40,401            (3,395 )            33,271             2,732
Foreign currency exchange (gain) loss on
vessel obligations                                    (1,032 )          (7,245 )             5,951            (9,320 )
Net unrealized (gain) loss on foreign
denominated instruments                                8,716            (8,024 )             7,355            (3,469 )
Gain on asset sales                                  (16,359 )          (2,491 )           (33,152 )         (14,134 )

Adjusted EBITDA                                $      84,502      $     71,397      $      348,966      $    308,982

EBIT and Adjusted EBITDA are measures commonly used by financial analysts in evaluating the performance of companies. EBIT is calculated by adding back interest expense and income taxes to income (loss) from continuing operations. Adjusted EBITDA is calculated by adding depreciation and amortization from continuing operations to EBIT, by adding the net unrealized loss or subtracting the net unrealized gain on certain derivative instruments to and from EBIT, respectively, (foreign currency and bunker fuel hedges and the cross currency swap), by adding the foreign currency loss or subtracting the foreign currency gain on the vessel obligations to and from EBIT, respectively, by adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated

instruments to and from EBIT, respectively, and by subtracting the gain on asset sales from EBIT. During the first quarter of 2007, all of the Company's foreign currency and bunker fuel hedges were designated as effective hedges of cash flows as defined by FASB ASC Topic 815, and these designations were changed during the second quarter of 2007. Beginning in the second quarter of 2007, all unrealized gains and losses related to these instruments have been recorded in the consolidated statement of operations. During 2008, Dole initiated an asset sale program in order to reduce the leverage of the Company with proceeds generated from the sale of non-core assets during the 2008 fiscal year and the three quarters ended October 10, 2009. Dole's capital lease obligations related to its vessel leases are denominated in currencies that are different than the functional currencies of the subsidiaries that hold these leases. In addition, Dole has loans and deposits denominated in currencies that are different than the functional currencies of the subsidiaries that hold these instruments. The currency gains and losses recorded on the vessel obligations and the unrealized currency gains and losses recorded on foreign denominated instruments have been excluded from Adjusted EBITDA because management excludes these amounts when evaluating the performance of Dole.

EBIT and Adjusted EBITDA are not calculated or presented in accordance with U.S. GAAP and EBIT and Adjusted EBITDA are not a substitute for net income attributable to Dole Food Company, Inc., net income, income from continuing operations, cash flows from operating activities or any other measure prescribed by U.S. GAAP. Further, EBIT and Adjusted EBITDA as used herein are not necessarily comparable to similarly titled measures of other companies. However, Dole has included EBIT and Adjusted EBITDA herein because management believes that EBIT and Adjusted EBITDA are useful performance measures for Dole. In addition, EBIT and Adjusted EBITDA are presented because Dole's management believes that these measures are frequently used by securities analysts, investors and others in the evaluation of the Company. Management internally uses EBIT and Adjusted EBITDA for decision making and to evaluate Dole's performance.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as an alternative to operating income, cash flow or other combined income or cash flow data prepared in accordance with U.S. GAAP. Because of its limitations, Adjusted EBITDA presented throughout this Form 10-Q should not be considered as measures of discretionary cash available to invest in business growth or reduce indebtedness. Dole compensates for these limitations by relying primarily on its U.S. GAAP results and using Adjusted EBITDA only supplementally.

Results of Operations

Selected results of operations for the quarters and three quarters ended
October 10, 2009 and October 4, 2008 were as follows:


                                                  Quarter Ended                  Three Quarters Ended
                                          October 10,       October 4,       October 10,       October 4,
                                              2009             2008              2009             2008
                                                                   (In thousands)

Revenues, net                             $  1,938,173      $ 2,256,334      $  5,249,485      $ 5,979,622
Operating income                                44,182           34,553           275,612          209,577
Other income (expense), net                    (34,582 )         10,941           (45,676 )          5,883
Interest expense                               (69,955 )        (52,616 )        (157,743 )       (137,358 )
Income taxes                                     1,307              (75 )         (15,704 )         60,125
Income (loss) from discontinued
operations, net of income taxes                    445          (21,760 )             832          (20,263 )
Gain on disposal of discontinued
operations, net of income taxes                      -            3,315             1,308            3,315
Net income (loss) attributable to Dole
Food Company, Inc.                             (53,821 )        (21,318 )          69,144          130,491

Revenues

For the quarter ended October 10, 2009, revenues decreased 14% to $1.9 billion from $2.3 billion for the quarter ended October 4, 2008. The primary reason for the decrease was the divestiture of Dole's ripening and

distribution businesses in the United Kingdom and France. Excluding third quarter 2008 sales from Dole's divested businesses, sales decreased 9%. Fresh fruit sales decreased mainly due to lower sales in the remaining European ripening and distribution businesses, and lower sales of bananas in Europe. Fresh vegetables sales decreased due to lower volumes and pricing. Packaged foods sales decreased due to lower volumes sold in North America. These decreases were partially offset by higher sales of fresh pineapples in North America and Asia and higher sales of bananas in North America.

For the three quarters ended October 10, 2009, revenues decreased 12% to $5.2 billion from $6 billion for the three quarters ended October 4, 2008. Excluding sales for the first three quarters of 2008 from Dole's divested businesses, sales decreased 7%. The decrease in revenues was primarily due to the same factors that impacted the third quarter except for higher sales of bananas in Asia partially offset by lower sales of fresh pineapples in Asia. Net unfavorable foreign currency exchange movements in Dole's selling locations resulted in lower revenues of approximately $187 million for the three quarters ended October 10, 2009.

Operating Income

For the quarter ended October 10, 2009, operating income was $44.2 million compared to $34.6 million for the quarter ended October 4, 2008. Included in third quarter of 2009 operating income is a net benefit of $3.9 million from gains on asset sales and unrealized hedging activities. For the same period in 2008, Dole had net gains on asset sales and unrealized hedging activities of $12.7 million. Fresh fruit operating income benefited from improved banana performance in Europe primarily due to lower shipping and distribution costs. In addition, fresh pineapple earnings worldwide improved as a result of lower product and shipping costs. Fresh vegetables reported higher earnings due to improved plant utilization and lower distribution costs in the value-added business. Packaged foods reported higher earnings as a result of improved pricing, lower product costs attributable to lower commodity costs (fuel and plastic), lower shipping and distribution costs and favorable foreign currency movements in Thailand and the Philippines, where products are sourced. If foreign currency exchange rates in Dole's significant foreign operations during the third quarter of 2009 had remained unchanged from those experienced during the third quarter of 2008, Dole estimates that its operating income would have been lower by approximately $12 million. These improvements were partially offset by lower earnings in Dole's North America banana operations primarily due to higher product costs as a result of adverse weather conditions in Latin America. In addition, operating results were lower in Dole's European ripening and distribution business, the Chilean deciduous fruit operations and Dole's North America fresh-packed vegetables business.

For the three quarters ended October 10, 2009, operating income increased to $275.6 million from $209.6 million for the three quarters ended October 4, 2008. Fresh fruit operating income increased primarily as a result of improved banana earnings in Europe and Asia and lower product costs in both the Chilean deciduous fruit and Asia fresh pineapple businesses. Fresh vegetables reported higher earnings due to improved operating performance in the value-added business. Packaged foods earnings improved worldwide as a result of lower product costs as well as lower selling and general and administrative expenses. If foreign currency exchange rates in Dole's significant foreign operations during the three quarters ended October 10, 2009 had remained unchanged from those experienced during the three quarters ended October 4, 2008, Dole estimates that its operating income would have been lower by approximately $10 million.

Other Income (Expense), Net

For the quarter ended October 10, 2009, other income (expense), net was an expense of $34.6 million compared to income of $10.9 million in the prior year. The change was primarily due to an increase in unrealized losses of $21.2 million generated on Dole's cross currency swap and $14.1 million generated on Dole's foreign denominated borrowings and a reduction in the foreign currency exchange gain on Dole's vessel obligation.

For the three quarters ended October 10, 2009, other income (expense), net was an expense of $45.7 million compared to income of $5.9 million for the three quarters ended October 4, 2008. The change was due to an increase in unrealized losses of $12.8 million for Dole's foreign denominated borrowings, $14.6 million for Dole's cross currency swap, and a $15.3 million increase in the foreign currency exchange loss on Dole's vessel obligation. In addition, debt issuance costs of $5.2 million were written-off associated with the March 2009 amendment of Dole's senior secured credit facilities.

Interest Expense

Interest expense for the quarter ended October 10, 2009 was $70 million compared to $52.6 million for the quarter ended October 4, 2008. Interest expense for the three quarters ended October 10, 2009 was $157.7 million compared to $137.4 million for the three quarters ended October 4, 2008. Interest expense for both periods increased primarily as a result of higher borrowing rates resulting from Dole's March 2009 refinancing transactions.

Income Taxes

Dole recorded $15.7 million of income tax expense on $77.7 million of pretax income from continuing operations for the three quarters ended October 10, 2009. Income tax expense included interest expense of $2.5 million (net of associated income tax benefits of approximately $0.5 million) related to Dole's unrecognized tax benefits. An income tax benefit of $60.1 million was recorded for the three quarters ended October 4, 2008, which included $60.9 million for the favorable settlement of the federal income tax audit for the years 1995 to 2001 and interest expense of $4.5 million (net of associated income tax benefits of approximately $1.1 million) related to Dole's unrecognized tax benefits. Dole's effective tax rate varies significantly from period to period due to the level, mix and seasonality of earnings generated in its various U.S. and foreign jurisdictions.

Income taxes for the quarters ended October 10, 2009 and October 4, 2008 were a benefit of $1.3 million and an expense of $0.1 million, respectively.

Under ASC Topic 270 and ASC Topic 740, Dole is required to adjust its effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. Jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC Topic 270 and ASC Topic 740 could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

For the periods presented, Dole's income tax provision differs from the U.S. federal statutory rate applied to Dole's pretax income primarily due to operations in foreign jurisdictions that are taxed at a rate lower than the U.S. federal statutory rate, offset by the accrual for uncertain tax positions. In addition, income taxes for the three quarters ended October 4, 2008 also benefited from the settlement of the federal income tax audit for the years 1995-2001.

Segment Results of Operations

Dole has three reportable operating segments: fresh fruit, fresh vegetables and packaged foods. 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, among other measures, earnings before interest expense and income taxes ("EBIT"). EBIT is calculated by adding interest expense and income taxes to income from continuing operations. 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 Dole as a whole. EBIT is not defined under U.S. GAAP and should not be considered in isolation or as a substitute for net income or cash flow measures prepared in accordance with U.S. GAAP or as a measure of Dole's profitability. Additionally, Dole's computation of EBIT may not be comparable to other similarly titled measures computed by other companies, because not all companies calculate EBIT in the same manner.

Revenues from external customers and EBIT for the reportable operating segments and corporate were as follows:

                                                  Quarter Ended                  Three Quarters Ended
                                          October 10,       October 4,       October 10,       October 4,
                                              2009             2008              2009             2008
                                                                   (In thousands)

Revenues from external customers:
Fresh fruit                               $  1,329,147      $ 1,601,547      $  3,672,562      $ 4,296,997
Fresh vegetables                               298,849          327,938           790,378          838,610
Packaged foods                                 309,784          326,529           785,526          843,152
Corporate                                          393              320             1,019              863

                                          $  1,938,173      $ 2,256,334      $  5,249,485      $ 5,979,622

                                                       Quarter Ended                    Three Quarters Ended
                                               October 10,        October 4,        October 10,       October 4,
                                                  2009               2008              2009              2008
                                                                        (In thousands)

EBIT:
Fresh fruit                                   $      44,928      $     59,261      $     240,216      $   243,415
Fresh vegetables                                     (3,504 )          (6,373 )            9,460           (8,313 )
Packaged foods                                       29,172             9,843             75,060           40,842

Total operating segments                             70,596            62,731            324,736          275,944
Corporate:
Unrealized loss on cross currency swap              (27,984 )          (6,764 )          (34,687 )        (20,117 )
Unrealized gain (loss) on foreign
denominated instruments                              (8,725 )           8,375             (7,144 )          3,305
Operating and other expenses                        (18,675 )         (13,993 )          (39,750 )        (32,603 )

Corporate                                           (55,384 )         (12,382 )          (81,581 )        (49,415 )
Interest expense                                    (69,955 )         (52,616 )         (157,743 )       (137,358 )
Income taxes                                          1,307               (75 )          (15,704 )         60,125

Income (loss) from continuing operations      $     (53,436 )    $     (2,342 )    $      69,708      $   149,296

Fresh Fruit

Fresh fruit revenues for the quarter ended October 10, 2009 decreased 17% to $1.3 billion from $1.6 billion for the quarter ended October 4, 2008. The primary reason for the reduction in revenue was the divestiture of Dole's ripening and distribution businesses in the United Kingdom and France. Excluding third quarter 2008 sales from Dole's divested businesses in the European ripening and distribution operations, fresh fruit revenues decreased 10% during the third quarter of 2009. European ripening and distribution revenues for the third quarter 2009 were $517 million, compared to $750 million for the third quarter of 2008. European ripening and distribution revenues from businesses not divested decreased $107 million during the third quarter of 2009 primarily as a result of unfavorable euro and Swedish krona foreign currency exchange movements and lower volumes sold in Germany. Third quarter 2009 banana sales decreased $12 million due to lower volumes sold in Asia as well as planned volume reductions in Europe, partially offset by higher volumes sold in North America. Fresh pineapple sales increased $11 million mainly due to higher volumes of fresh pineapples sold in North America and improved pricing of fresh pineapples in Asia. Fresh fruit revenues for the three quarters ended October 10, 2009 decreased 15% to $3.7 billion from $4.3 billion for the three quarters ended October 4, 2008. Excluding sales for the first three quarters of 2008 from Dole's divested businesses, fresh fruit revenues for the first three quarters of 2009 decreased 7%. European ripening and distribution revenues for year to date 2009 were $1.4 billion, compared to $2.1 billion for the 2008 year to date period. The change in revenues was mainly due to the same factors that impacted sales during the third

quarter except for higher sales of bananas in Asia as a result of improved pricing and lower sales of fresh pineapples in Asia. Net unfavorable foreign currency exchange movements in Dole's foreign selling locations resulted in lower revenues of approximately $16 million and $176 million during the third quarter and first three quarters of 2009, respectively.

Dole's fresh fruit segment EBIT is significantly impacted by certain items, which are included in the table below:

                                                        Quarter Ended                     Three Quarters Ended
                                                October 10,        October 4,        October 10,         October 4,
. . .